Exhibit
    99
 Financial
Statements and Supplementary Data of Orbitz Worldwide, Inc.
  REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control  Integrated
    Framework
     1




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##### 



Internal Control  Integrated Framework
  /s/ DELOITTE & TOUCHE LLP
    2




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS (in millions, except share and per share
    data)
   Years Ended December 31,2009


2008


2007Net revenue

$
738


$
870


$
859Cost and expensesCost of revenue


138



163



157Selling, general and administrative


257



272



301Marketing


215



310



302Depreciation and amortization


69



66



57Impairment of goodwill and intangible assets


332



297



Total operating expenses


1,011



1,108



817Operating (loss) income


(273
)


(238
)


42Other (expense) incomeNet interest expense


(57
)


(63
)


(83
)Gain on extinguishment of debt


2







Total other (expense)


(55
)


(63
)


(83
)Loss before income taxes


(328
)


(301
)


(41
)Provision (benefit) for income taxes


9



(2
)


43Net loss


(337
)


(299
)


(84
)Less: Net income attributable to noncontrolling interest










(1
)Net loss attributable to Orbitz Worldwide, Inc.

$
(337
)

$
(299
)

$
(85
)   Period fromJuly 18, 2007 toYears Ended December 31,


December 31,2009


2008


2007Net loss attributable to Orbitz Worldwide, Inc. common
    shareholders

$
(337
)

$
(299
)

$
(42
)Net loss per share attributable to Orbitz Worldwide, Inc.
    common shareholders  basic and diluted:Net loss per share attributable to Orbitz Worldwide, Inc. common
    shareholders

$
(4.01
)

$
(3.58
)

$
(0.51
)Weighted average shares outstanding


84,073,593



83,342,333



81,600,478    3




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED BALANCE SHEETS (in millions, except share
    data)
  December 31,


December 31,2009


2008AssetsCurrent assets:Cash and cash equivalents

$
89


$
31Accounts receivable (net of allowance for doubtful accounts of
    $1 and $1, respectively)


55



58Prepaid expenses


17



17Deferred income taxes, current






6Due from Travelport, net


3



10Other current assets


5



6Total current assets


169



128Property and equipment, net


181



190Goodwill


713



949Trademarks and trade names


155



232Other intangible assets, net


19



34Deferred income taxes, non-current


10



9Other non-current assets


47



48Total Assets

$
1,294


$
1,590Liabilities and Shareholders EquityCurrent liabilities:Accounts payable

$
30


$
37Accrued merchant payable


219



205Accrued expenses


113



106Deferred income


31



23Term loan, current


21



6Other current liabilities


5



9Total current liabilities


419



386Term loan, non-current


556



587Line of credit


42



21Tax sharing liability


109



109Unfavorable contracts


10



13Other non-current liabilities


28



36Total Liabilities


1,164



1,152Commitments and contingencies (see Note 11)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, 83,831,561 and 83,345,437 shares issued and
    outstanding, respectively


1



1Treasury stock, at cost, 24,521 and 18,055 shares held,
    respectively






Additional paid in capital


922



908Accumulated deficit


(787
)


(450
)Accumulated other comprehensive loss (net of accumulated tax
    benefit of $2 and $2, respectively)


(6
)


(21
)Total Shareholders Equity


130



438Total Liabilities and Shareholders Equity

$
1,294


$
1,590    4




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS (in millions)
  Years Ended December 31,2009


2008


2007Operating activities:Net loss

$
(337
)

$
(299
)

$
(84
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Gain on extinguishment of debt


(2
)






Depreciation and amortization


69



66



57Impairment of goodwill and intangible assets


332



297



Non-cash revenue


(3
)


(3
)


(7
)Non-cash net interest expense


15



18



15Deferred income taxes


7



(4
)


38Stock compensation


14



15



8Provision for bad debts


1







2Deconsolidation of noncontrolling interest










(7
)Changes in assets and liabilities:Accounts receivable


4







(2
)Deferred income


9







8Due to/from Travelport, net


6



(5
)


2Accrued merchant payable


4



3



34Accounts payable, accrued expenses and other current liabilities


(11
)


(3
)


4Other


(3
)


(9
)


1Net cash provided by operating activities


105



76



69Investing activities:Property and equipment additions


(43
)


(58
)


(53
)Proceeds from sale of business, net of cash assumed by buyer










(31
)Proceeds from asset sales










4Net cash (used in) investing activities


(43
)


(58
)


(80
)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
)Capital contributions from Travelport










25Capital lease payments and principal payments on the term loan


(6
)


(7
)


(3
)Payments to extinguish debt


(8
)






Advances to Travelport










(113
)Payments to satisfy employee tax withholding obligations upon
    vesting of equity-based awards






(1
)


Payments on tax sharing liability


(11
)


(20
)


Proceeds from line of credit


100



69



152Payments on line of credit


(81
)


(49
)


(151
)Net cash (used in) provided by financing activities


(6
)


(8
)


13Effects of changes in exchange rates on cash and cash equivalents


2



(4
)


5Net increase in cash and cash equivalents


58



6



7Cash and cash equivalents at beginning of period


31



25



18Cash and cash equivalents at end of period

$
89


$
31


$
25Supplemental disclosure of cash flow information:Income tax payments (refunds), net

$
1


$
(2
)

$
11Cash interest payments, net of capitalized interest of almost
    nil, $1 and $3, respectively

$
42


$
47


$
74Non-cash investing activity:Capital expenditures incurred not yet paid





$
2


$
4Non-cash allocation of purchase price related to the Blackstone
    Acquisition









$
7Non-cash financing activity:Non-cash capital contributions and distributions to Travelport









$
(814
)    5




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF
    COMPREHENSIVE LOSS (in millions)
  Years Ended December 31,2009


2008


2007Net loss

$
(337
)

$
(299
)

$
(84
)Other comprehensive income (loss), net of income taxesCurrency translation adjustment


6



(7
)


(4
)Unrealized gains (losses) on floating to fixed interest rate
    swaps (net of tax benefit of $0, $0 and $2, respectively)


9



(8
)


(4
)Other comprehensive income (loss)


15



(15
)


(8
)Comprehensive (loss)


(322
)


(314
)


(92
)Less: Comprehensive income attributable to noncontrolling
    interest










(1
)Comprehensive (loss) attributable to Orbitz Worldwide,
    Inc.

$
(322
)

$
(314
)

$
(93
)    6




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF INVESTED
    EQUITY/SHAREHOLDERS EQUITY (in millions, except share
    data)
  Orbitz Worldwide, Inc. ShareholdersAccumulated Other Comprehensive Income (Loss)Cendant or














Net Unrealized (Losses) Gains  from





TotalInvestedTravelport








Additional





Interest


Foreign





Equity/Net


Common Stock


Paid in


Accumulated


Rate


Currency


Non-controlling


ShareholdersInvestment


Shares


Amount


Capital


Deficit


Swaps


Translation


Interest


EquityBalance at December 31, 2006

$
1,265






















$
2






$
1,267Capital distribution to Travelport and other, net


(854
)






























(854
)Sale of subsidiary to noncontrolling interest


13


























$
12



25Issuance of common stock to Travelport in connection with
    Reorganization


(381
)


48,912,526


$
1


$
380



















Issuance of common stock in connection with initial public
    offering, net of offering costs






34,000,000







477



















477Dividend paid to Travelport

















$
(109
)














(109
)Contributions from Travelport














30



















30Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting














7



















7Net loss from January 1, 2007 through July 17, 2007


(43
)






























(43
)Net (loss) income from July 18, 2007 through
    December 31, 2007


















(42
)










1



(41
)Restricted stock granted






61,795



























Common shares issued upon vesting of restricted stock units






142,440



























Common shares withheld to satisfy employee tax withholding
    obligations upon vesting of restricted stock






(2,266
)


























Restricted stock forfeited






(6,586
)


























Other comprehensive loss, net of tax benefit of $2





















$
(4
)


(4
)






(8
)Deconsolidation of noncontrolling interest






























(13
)


(13
)Balance at December 31, 2007






83,107,909



1



894



(151
)


(4
)


(2
)






738Net loss


















(299
)














(299
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting














14



















14Common shares issued upon vesting of restricted stock units






233,878



























Common shares issued upon lapse of restrictions on deferred
    stock units






12,853



























Common shares withheld to satisfy employee tax withholding
    obligations upon vesting of restricted stock






(2,617
)


























Restricted stock forfeited






(6,586
)


























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






















(8
)


(7
)






(15
)Balance at December 31, 2008






83,345,437


$
1


$
908


$
(450
)

$
(12
)

$
(9
)





$
438    7




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##### 



ORBITZ
    WORLDWIDE, INC.
    CONSOLIDATED STATEMENTS OF INVESTED EQUITY/SHAREHOLDERS
    EQUITY (Continued)
    (in millions, except share data)
  Orbitz Worldwide, Inc. ShareholdersAccumulated Other Comprehensive Income (Loss)Cendant or














Net Unrealized (Losses) Gains  from





TotalInvestedTravelport








Additional





Interest


Foreign





Equity/Net


Common Stock


Paid in


Accumulated


Rate


Currency


Non-controlling


ShareholdersInvestment


Shares


Amount


Capital


Deficit


Swaps


Translation


Interest


EquityBalance at December 31, 2008






83,345,437


$
1


$
908


$
(450
)

$
(12
)

$
(9
)





$
438Net loss


















(337
)














(337
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting














14



















14Common shares issued upon vesting of restricted stock units






425,068



























Common shares issued upon exercise of stock options






67,522



























Common shares withheld to satisfy employee tax withholding
    obligations upon vesting of restricted stock






(4,453
)


























Restricted stock forfeited






(2,013
)


























Other comprehensive income, net of tax benefit of $0






















9



6







15Balance at December 31, 2009






83,831,561


$
1


$
922


$
(787
)

$
(3
)

$
(3
)





$
130    8




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation  Description
    of the Business
      business-to-consumer and/or
    Basis of
    Presentation
         9




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Use of
    Estimates
      Foreign
    Currency Translation
    Revenue
    Recognition
   10




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      pick-up,
      pick-up, pick-up
     11




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Cost of
    Revenue
    Marketing
    Expense
  pay-per-click,
  Income
    Taxes
     12




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Derivative
    Financial Instruments
        marked-to-market
  Concentration
    of Credit Risk
   13




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash and
    Cash Equivalents
    Allowance
    for Doubtful Accounts
    Property
    and Equipment, Net
    Asset Category

Estimated Useful LifeLeasehold improvements

Shorter of assets useful life or non-cancelable lease termCapitalized software

3 - 10 yearsFurniture, fixtures and equipment

3 - 7 years         Goodwill,
    Trademarks and Other Intangible Assets
     14




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Tax
    Sharing Liability
     15




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Equity-Based
    Compensation
    Recently
    Issued Accounting Pronouncements
         16




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          The FASB Accounting Standards
    Codificationtm
     17




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.
    Impairment
    of Goodwill and Intangible Assets    2009
           18




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008
           19




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Property
    and Equipment, Net    December 31, 2009


December 31, 2008(in millions)Capitalized software

$
221


$
188Furniture, fixtures and equipment


69



60Leasehold improvements


13



13Construction in progress


14



15Gross property and equipment


317



276Less: accumulated depreciation and amortization


(136
)


(86
)Property and equipment, net

$
181


$
190       5.
    Goodwill
    and Intangible Assets      December 31, 2009


December 31, 2008(in millions)Goodwill and Indefinite-Lived Intangible Assets:Goodwill

$
713


$
949Trademarks and trade names


155



232     Amount(in millions)Balance at December 31, 2007, net of accumulated impairment
    of $0

$
1,181Impairment (a)


(210
)Impact of foreign currency translation (b)


(22
)Balance at December 31, 2008, net of accumulated impairment
    of $210


949Impairment (a)


(250
)Impact of foreign currency translation (b)


14Balance at December 31, 2009, net of accumulated impairment
    of $460

$
713   (a)
    
    During the years ended December 31, 2009 and
    December 31, 2008, we recorded non-cash impairment charges
    related to goodwill and trademarks and trade names (see
    Note 3  Impairment of Goodwill and Intangible
    Assets).(b)
    
    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. 20




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31, 2009


December 31, 2008Gross





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)

$
66


$
(50
)

$
16



4


$
68


$
(37
)

$
31



4Vendor relationships and other


5



(2
)


3



7



4



(1
)


3



7Total Finite-Lived Intangible Assets

$
71


$
(52
)

$
19



5


$
72


$
(38
)

$
34



5   (a)
    
    During the year ended December 31, 2008, 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)2010

$
112011


32012


22013


22014


1Total

$
19   6.
    Accrued
    Expenses    December 31, 2009


December 31, 2008(in millions)Employee costs (a)


$33



$13Advertising and marketing


18



29Tax sharing liability, current


17



15Rebates


6



6Customer service costs


6



5Contract exit costs (b)


5



4Technology costs


4



7Professional fees


4



4Unfavorable contracts, current


3



3Facilities costs


3



4Other


14



16Total accrued expenses


$113



$106   (a)
    
    At December 31, 2009, the employee costs line item includes
    amounts accrued related to our Performance-Based Annual
    Incentive Plan. At December 31, 2008, based on Company
    performance, no such amounts were accrued. 21




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (b)
    
    In connection with our early termination of an agreement during
    the year ended December 31, 2007, we are required to make
    termination payments totaling $18 million from
    January 1, 2008 to December 31, 2016, and we recorded
    a $13 million charge to selling, general and administrative
    expense in our consolidated statements of operations for the
    year ended December 31, 2007. We accreted interest expense
    of $1 million related to the termination liability during
    each of the years ended December 31, 2009,
    December 31, 2008 and December 31, 2007. We also made
    the required termination payments of $4 million,
    $1 million and $0 during the years ended December 31,
    2009, December 31, 2008 and December 31, 2007,
    respectively. At December 31, 2009, the net present value
    of the remaining termination payments of $11 million was
    included in our consolidated balance sheets, $5 million of
    which was included in accrued expenses and $6 million of
    which was included in other non-current liabilities. At
    December 31, 2008, the net present value of the remaining
    termination payments of $14 million was included in our
    consolidated balance sheets, $4 million of which was
    included in accrued expenses and $10 million of which was
    included in other non-current liabilities.  7.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
      Amount(in millions)Balance at December 31, 2007

$
599Scheduled principal payments


(6
)Balance at December 31, 2008


593Scheduled principal payments


(6
)Repurchases (a)


(10
)Balance at December 31, 2009

$
577   (a)
    On June 2, 2009, we entered into an amendment (the
    Amendment) to our Credit Agreement, which permits us
    to purchase portions of the outstanding Term Loan on a non-pro
    rata basis using cash up to $10 million and future cash proceeds
    from equity issuances and in exchange for equity interests on 22




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  or prior to June 2, 2010. Any portion of the Term Loan
    purchased by us will be retired pursuant to the terms of the
    amendment.        Revolver
        U.S.-dollar
 23




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##### 



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

(in millions)2010

$
212011


2012


2013


452014


553Total

$
619   8.
    Exchange
    Agreement and Stock Purchase Agreement   24




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      9.
    Tax
    Sharing Liability        Amount(in millions)Balance at December 31, 2007

$
141Accretion of interest expense (a)


17Cash payments


(20
)Adjustment due to a reduction in our effective tax rate (b)


(14
)Balance at December 31, 2008


124Accretion of interest expense (a)


13Cash payments


(11
)Balance at December 31, 2009

$
126   (a)
    We accreted interest expense related to the tax sharing
    liability of $13 million, $17 million and
    $14 million for the years ended December 31, 2009,
    December 31, 2008 and December 31, 2007, respectively. 25




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (b)
    This adjustment was recorded to appropriately reflect our
    liability under the tax sharing agreement following a reduction
    in our effective tax rate during the year ended
    December 31, 2008, which resulted from a change in state
    tax law as it relates to the apportionment of income. The
    reduction in our effective tax rate reduces the estimated
    remaining payments that may be due to the airlines under the tax
    sharing agreement. The adjustment to the tax sharing liability
    was recorded as a reduction to selling, general and
    administrative expense in our consolidated statements of
    operations, as this liability represents a commercial liability,
    not a tax liability. If our effective tax rate changes in the
    future, at either the federal or state level, we may be required
    to further adjust our liability under the tax sharing agreement.      Year

(in millions)2010

$
192011


202012


212013


182014


18Thereafter


118Total

$
214   10.
    Unfavorable
    Contracts   26




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          11.
    Commitments
    and Contingencies    2010


2011


2012


2013


2014


Thereafter


Total(in millions)Operating leases (a)

$
7


$
5


$
4


$
4


$
4


$
24


$
48Travelport GDS contract (b)


42



20



20



20



20







122Telecommunications service agreement


1























1Systems infrastructure agreements


3























3Software license agreement


9























9Total

$
62


$
25


$
24


$
24


$
24


$
24


$
183   (a)
    These operating leases are primarily for facilities and
    equipment and represent non-cancelable leases. Certain leases
    contain periodic rent escalation adjustments and renewal
    options. Our operating leases expire at various dates, with the
    latest maturing in 2023. For the years ended December 31,
    2009, December 31, 2008 and December 31, 2007, we
    recorded rent expense in the amount of $7 million,
    $6 million and $8 million, respectively. As a result
    of various subleasing arrangements that we have entered into, we
    are expecting approximately $4 million in sublease income
    through 2012.  (b)
    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).
    The Travelport GDS Service Agreement is structured such that we
    earn incentive revenue for each 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 36 million segments during the year
    ended December 31, 2009, 16 million segments through
    Worldspan and 20 million segments through Galileo. The
    required number of segments processed annually for 27




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Worldspan is fixed at 16 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. We are required to process approximately
    18 million segments through Galileo during the year ending
    December 31, 2010. 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. Historically, we have met the minimum segment
    requirement for our domestic brands. The table above includes
    shortfall payments required by the agreement if we do not
    process any segments through Worldspan during the remainder of
    the contract term and shortfall payments required if we do not
    process any segments through Galileo during the year ending
    December 31, 2010. Because the required number of segments
    for Galileo adjusts based on the actual segments processed in
    the preceding year, we are unable to predict shortfall payments
    that may be required beyond 2010. However, we do not expect to
    make any shortfall payments for our domestic brands in the
    foreseeable future.      Company
    Litigation
     28




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
      Surety
    Bonds and Bank Guarantees
   29




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Financing
    Arrangements
  non-U.S. regulatory
  12.
    Income
    Taxes  non-U.S. operations
  Years Ended December 31,2009


2008


2007(in millions)U.S.

$
(275
)

$
(124
)

$
(6
)Non-U.S.


(53
)


(177
)


(35
)Loss before income taxes

$
(328
)

$
(301
)

$
(41
)     Years Ended December 31,2009


2008


2007(in millions)CurrentU.S. federal and state

$
1


$



$
Non-U.S.


1



2



52



2



5DeferredU.S. federal and state






1



6Non-U.S.


7



(5
)


327



(4
)


38Provision (benefit) for income taxes

$
9


$
(2
)

$
43      30




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Years Ended December 31,2009


2008


2007Federal statutory rate


35.0
%


35.0
%


35.0
%State and local income taxes, net of federal benefit


(0.2
)


0.1



(1.2
)Rate change impact on deferred income taxes










(2.4
)Taxes on
    non-U.S.
    operations at differing rates


(0.8
)


(1.3
)


(2.4
)Change in valuation allowance


(10.5
)


(9.0
)


(110.6
)Goodwill impairment


(26.6
)


(24.8
)


Foreign deemed dividends










(12.5
)Non deductible public offering costs










(2.0
)Reserve for uncertain tax positions


(0.1
)


0.1



(5.1
)Other


0.4



0.6



(1.5
)Effective income tax rate


(2.8
)%


0.7
%


(102.7
)%  31




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2009


2008(in millions)Current deferred income tax assets (liabilities):Accrued liabilities and deferred income

$
5


$
12Provision for bad debts






1Prepaid expenses


(2
)


(2
)Tax sharing liability


6



6Change in reserve accounts


2



2Other






3Valuation allowance


(11
)


(16
)Current net deferred income tax assets

$



$
6Non-current deferred income tax assets (liabilities):U.S. net operating loss carryforwards

$
47


$
45Non-U.S. net
    operating loss carryforwards


95



97Accrued liabilities and deferred income


6



6Depreciation and amortization


116



107Tax sharing liability


39



39Change in reserve accounts


4



5Other


22



13Valuation allowance


(319
)


(304
)Non-current net deferred income tax assets

$
10


$
8     December 31,2009


2008(in millions)Current net deferred income tax assets:Deferred income tax asset, current

$



$
6Current net deferred income tax assets

$



$
6Non-current net deferred income tax assets (liabilities):Deferred income tax asset, non-current

$
10


$
9Deferred income tax liability, non-current(a)






(1
)Non-current net deferred income tax assets

$
10


$
8   (a)
    The non-current portion of the deferred income tax liability at
    December 31, 2008 of $1 million is included in other
    non-current liabilities in our consolidated balance sheet.   32




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    non-U.S. jurisdictions,
  non-U.S. net non-U.S. deferred non-U.S. deferred
        Amount(in millions)Balance as of January 1, 2007

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


2Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(1
)Settlements


(1
)Balance as of December 31, 2007


2Increase in unrecognized tax benefits as a result of tax
    positions taken during the prior year


6Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(1
)Impact of foreign currency translation


(1
)Balance as of December 31, 2008


6Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(1
)Balance as of December 31, 2009

$
5  33




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          non-U.S. returns.
    
    taxes attributable to certain restructuring transactions
    undertaken in contemplation of the IPO;
    certain taxes imposed as a result of prior membership in a
    consolidated group, including (i) the consolidated group
    for U.S. federal income tax purposes of which the Company
    was the common parent and (ii) the consolidated group of
    which Cendant Corporation was the common parent; and
    any tax-related liabilities under the agreement by which
    Travelport (which, at the time, included the Company) was
    acquired from Cendant Corporation.  13.
    Equity-Based
    Compensation    Orbitz
    Worldwide, Inc. 2007 Equity and Incentive Plan
   34




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock Options
    Weighted Average


AggregateWeighted Average


Remaining


IntrinsicExercise Price


Contractual Term


Value(a)Shares


(per share)


(in years)


(in millions)Outstanding at July 18, 2007










Granted


2,732,950


$
14.96



9.6Forfeited


(172,274
)

$
15.00



9.6Outstanding at December 31, 2007


2,560,676


$
14.96



9.6



Granted


2,130,059


$
6.26



6.5Forfeited


(473,930
)

$
12.19



7.9Outstanding at December 31, 2008


4,216,805


$
10.88



7.6



Granted


1,000,000


$
4.15



6.0Exercised


(67,522
)

$
6.25



5.5Forfeited


(913,200
)

$
10.42



6.5Outstanding at December 31, 2009


4,236,083


$
9.46



6.5


$
5Exercisable at December 31, 2009


1,556,949


$
12.81



7.0



   (a)
    Intrinsic value for stock options is defined as the difference
    between the current market value and the exercise price. The
    aggregate intrinsic value for stock options exercisable at
    December 31, 2009 was almost nil. The aggregate intrinsic
    value for stock options outstanding at December 31, 2009,
    December 31, 2008 and December 31, 2007 was
    $5 million, almost nil and $0, respectively.     35




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended


Period fromDecember 31,


July 18, 2007 toAssumptions:

2009


2008


December 31, 2007Dividend yield










Expected volatility


49
%


41
%


38
%Expected life (in years)


4.58



4.76



6.16Risk-free interest rate


1.47
%


3.62
%


4.86
%     Restricted
    Stock Units
    Weighted AverageGrant DateRestricted


Fair ValueStock Units


(per share)Unvested at July 18, 2007






Granted


2,687,836


$
13.16Vested (a)


(181,003
)

$
11.73Forfeited


(210,482
)

$
13.08Unvested at December 31, 2007


2,296,351


$
13.28Granted


1,492,703


$
6.12Vested (a)


(296,366
)

$
11.61Forfeited


(768,332
)

$
12.26Unvested at December 31, 2008


2,724,356


$
9.83Granted


4,011,642


$
1.92Vested (a)


(587,829
)

$
8.91Forfeited


(497,419
)

$
9.79Unvested at December 31, 2009


5,650,750


$
4.31   (a)
    We issued 425,068 shares, 233,878 shares and
    142,440 shares of common stock in connection with the
    vesting of restricted stock units during the years ended
    December 31, 2009 and December 31, 2008 and the period
    from July 18, 2007 to December 31, 2007, respectively,
    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.   36




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Stock
    Weighted AverageGrant DateRestricted


Fair ValueStock


(per share)Unvested at July 18, 2007






Granted


61,795


$
8.45Vested (a)


(13,130
)

$
8.45Forfeited (b)


(6,586
)

$
8.45Unvested at December 31, 2007


42,079


$
8.45Granted






Vested (a)


(16,832
)

$
8.45Forfeited (b)


(6,586
)

$
8.45Unvested at December 31, 2008


18,661


$
8.45Granted






Vested (a)


(14,453
)

$
8.45Forfeited (b)


(2,013
)

$
8.45Unvested at December 31, 2009


2,195


$
8.45   (a)
    Includes 4,453 shares, 2,617 shares and
    2,266 shares of common stock transferred to us in
    satisfaction of minimum tax withholding obligations associated
    with the vesting of restricted stock during the years ended
    December 31, 2009 and December 31, 2008 and the period
    from July 18, 2007 to December 31, 2007, respectively.
    These shares are held by us in treasury.  (b)
    These shares are held by us in treasury.      Performance-Based
    Restricted Stock Units
   37




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2 3
    Weighted AveragePerformance-Based


Grant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2007






Granted (a)


249,108


$
6.28Unvested at December 31, 2008


249,108


$
6.28Forfeited


(21,429
)

$
6.28Unvested at December 31, 2009 (b)


227,679


$
6.28   (a)
    Represents the target number of shares underlying the PSUs that
    were granted to certain executive officers.  (b)
    As of December 31, 2009, the Company expects that none of
    the PSUs will vest.  Non-Employee
    Directors Deferred Compensation Plan
     38




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted AverageGrant DateDeferred


Fair ValueStock Units


(per share)Outstanding at July 18, 2007






Granted


62,316


$
12.90Outstanding at December 31, 2007


62,316


$
12.90Granted


203,353


$
5.58Common stock issued (a)


(12,853
)

$
11.94Outstanding at December 31, 2008


252,816


$
7.06Granted


439,250


$
2.45Outstanding at December 31, 2009


692,066


$
4.13   (a)
    
    A non-employee director terminated service from our board of
    directors during the year ended December 31, 2008. As a
    result, the non-employee director was entitled to receive one
    share of our common stock for each deferred stock unit held by
    him, or 12,853 shares of our common stock.  Travelport
    Equity-Based Long-Term Incentive Program
  Class A-2
  Class A-2
  Class A-2
  39




---



##### 



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


Expected volatility


45
%Expected life (in years)


6.2Risk-free interest rate


4.64
%     Restricted EquityUnits


Partnership InterestClass A-2


Class B


Class C


Class DWeighted





Weighted





Weighted





WeightedAverage





Average





Average





AverageNumber


Grant Date


Number


Grant Date


Number


Grant Date


Number


Grant Dateof


Fair Value


of


Fair Value


of


Fair Value


of


Fair ValueShares


(per share)


Shares


(per share)


Shares


(per share)


Shares


(per share)Balance at December 31, 2006


5,367,234


$
1.00



1,103,501


$
0.49



1,103,501


$
0.43



1,103,501


$
0.38Granted


230,881


$
1.84



99,863


$
0.67



99,863


$
0.65



99,863


$
0.56Balance immediately prior to conversion date


5,598,115


$
1.03



1,203,364


$
0.50



1,203,364


$
0.45



1,203,364


$
0.39     Compensation
    Expense
      14.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
    Fixed Interest

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100 million

May 30, 2008

May 31, 2011

3.39%

Three-month LIBOR$100 million

September 30, 2008

September 30, 2010

2.98%

One-month LIBOR  40




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fixed Interest

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100 million

July 25, 2007

December 31, 2008


5.21
%

Three-month LIBOR$200 million

July 25, 2007

December 31, 2009


5.21
%

Three-month LIBOR       Fair Value Measurements as ofBalance Sheet Location

December 31, 2009


December 31, 2008(in millions)Liability Derivatives:Interest rate swaps

Other current liabilities

$
2


$
8Interest rate swaps

Other non-current liabilities


4



7     Gain (Loss)(Loss) Reclassified

Recognized in IncomeFrom Accumulated

(Ineffective PortionGain (Loss) in Other

OCI into

and the AmountComprehensive Income

Interest Expense

Excluded from(OCI)(a)

(Effective Portion)

Effectiveness Testing)Years Ended

Years Ended

Years EndedDecember 31,

December 31,

December 31,2009

2008

2007

2009

2008

2007

2009

2008

2007(in millions)Interest rate swaps

$
9


$
(8
)

$
(4
)

$
(14
)

$
(6
)

$



$



$



$
   (a)
    
    The gain (loss) recorded in OCI is net of a tax benefit of $0,
    $0 and $2 million for the years ended December 31,
    2009, December 31, 2008 and December 31, 2007,
    respectively.    Foreign
    Currency Hedges
   41




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As of December 31, 2009


As of December 31, 2008Balance Sheet

Fair Value


Balance Sheet

Fair ValueLocation

Measurements


Location

Measurements(in millions)




(in millions)Liability Derivatives:Foreign currency hedges

Other current liabilities

$
1


Other current liabilities

$
1     (Loss) Gain in Selling, General &Administrative ExpenseYears Ended December 31,2009

2008

2007(in millions)Foreign currency hedges (a)

$
(7
)

$
14


$
(2
)   (a)
    
    We recorded transaction gains (losses) associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $3 million and $(19) million in the years ended
    December 31, 2009 and December 31, 2008, respectively,
    and a net transaction gain of almost nil in the year ended
    December 31, 2007. Transaction gains (losses) are included
    in selling, general and administrative expense in our
    consolidated statements of operations. The net impact of
    transaction gains (losses) associated with the re-measurement of
    our foreign denominated assets and liabilities and (losses)
    gains incurred on our foreign currency hedges was a net loss of
    $(4) million, $(5) million, and $(2) million in
    the years ended December 31, 2009, December 31, 2008
    and December 31, 2007, respectively.  15.
    Severance       42




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Employee
    Benefit Plans        17.
    Net Loss
    per Share    Period fromYears Ended December 31,


July 18, 2007 to2009


2008


December 31, 2007(in millions, except share and per share data)Net loss attributable to Orbitz Worldwide, Inc.
    common shareholders

$
(337
)

$
(299
)

$
(42
)Net loss per share attributable to Orbitz Worldwide, Inc.
    common shareholders:Weighted average shares outstanding for basic and diluted net
    loss per share attributable to Orbitz Worldwide, Inc. common
    shareholders (a)


84,073,593



83,342,333



81,600,478Basic and Diluted (b)

$
(4.01
)

$
(3.58
)

$
(0.51
)   (a)
    
    Stock options, restricted stock, restricted stock units and PSUs
    are not included in the calculation of diluted net loss per
    share for the years ended December 31, 2009 and
    December 31, 2008 and the period from July 18, 2007 to
    December 31, 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 net loss per share.(b)
    
    Net loss per share may not recalculate due to rounding.    As of December 31,Antidilutive equity awards

2009


2008


2007Stock options


4,236,083



4,216,805



2,560,676Restricted stock units


5,650,750



2,724,356



2,296,351Restricted stock


2,195



18,661



42,079Performance-based restricted stock units


227,679



249,108



Total


10,116,707



7,208,930



4,899,106  43




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    December 31, 2009


December 31, 2008(in millions)Due from Travelport, net

$
3


$
10       Years Ended December 31,2009


2008


2007(in millions)Net revenue (a)

$
122


$
149


$
126Cost of revenue


1







Selling, general and administrative expense






3



11Interest expense


4



3



48   (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 Gullivers Travel
    Associates, GTA) for the periods presented.    Stock
    Purchase Agreement
    Net
    Operating Losses
    Capital
    Contributions
   44




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Corporate
    Related Functions
    Intercompany
    Notes Payable
    Separation
    Agreement
      Transition
    Services Agreement
   45




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Master
    License Agreement
      Equipment,
    Services and Use Agreements
        GDS
    Service Agreements
       46




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Hotel
    Sourcing and Franchise Agreement
  agreed-upon agreed-upon
    Corporate
    Travel Agreement
    Agreements
    Involving Tecnovate
   47




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  three-year
  Financial
    Advisory Services Agreement
    Related
    Party Transactions with Affiliates of Blackstone and
    TCV
      December 31, 2009


December 31, 2008(in millions)Accounts payable

$
5


$
5Accrued expenses


2



1Accrued merchant payable


6



     Years Ended December 31,2009


2008


2007(in millions)Net revenue

$
17


$
14


$
12Cost of revenue(b)


26



30



Selling, general and administrative expense(c)


3



5



1Marketing expense










1   (b)
    
    These amounts shown represent call center and telesales costs
    incurred under our outsourcing agreements with Intelenet.(c)
    
    Of the amounts shown for the years ended December 31, 2009,
    December 31, 2008 and December 31, 2007,
    $3 million, $5 million and $0, respectively, represent
    costs incurred under our outsourcing agreements with Intelenet
    for back office administrative, information technology and
    financial services. 48




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Fair
    Value Measurements      Fair Value Measurements as ofDecember 31, 2009


December 31, 2008Quoted


Significant








Quoted


Significantprices in


other


Significant





prices in


other


SignificantBalance at


active


observable


unobservable


Balance at


active


observable


unobservableDecember 31,


markets


inputs


inputs


December 31,


markets


inputs


inputs2009


(Level 1)


(Level 2)


(Level 3)


2008


(Level 1)


(Level 2)


(Level 3)(in millions)Foreign currency hedge liability (see Note 14 
    Derivative Financial Instruments)

$
1


$
1


$



$



$
1


$
1


$



$
Interest rate swap liabilities (see Note 14 
    Derivative Financial Instruments)

$
6


$



$
6


$



$
15


$



$
15


$
        49




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements UsingSignificantQuoted


other


Significantprices in


observable


unobservableBalance at


active markets


inputs


inputs


TotalMarch 31, 2009


(Level 1)


(Level 2)


(Level 3)


(Losses)(in millions)Goodwill

$
698


$



$



$
698


$
(250
)Trademarks and trade names

$
150


$



$



$
150


$
(82
)   Fair
    Value of Financial Instruments
      20.
    Segment
    Information      Years Ended December 31,2009


2008


2007(in millions)Net revenueUnited States

$
585


$
686


$
679All other countries


153



184



180Total

$
738


$
870


$
859     December 31, 2009


December 31, 2008


December 31, 2007(in millions)Long-lived assetsUnited States

$
168


$
181


$
174All other countries


13



9



10Total

$
181


$
190


$
184  50




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Quarterly
    Financial Data (Unaudited)    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2009


2009


2009


2009(a)(in millions, except per share data)Net revenue

$
175


$
187


$
188


$
188Cost and expenses


169



165



166



511Operating income (loss)


6



22



22



(323
)Net (loss) income attributable to Orbitz Worldwide, Inc.


(18
)


7



10



(336
)Basic and diluted net (loss) income per share attributable to
    Orbitz Worldwide, Inc. common shareholders


(0.21
)


0.08



0.12



(4.02
)   Three Months EndedDecember 31,


September 30,


June 30,


March 31,2008


2008(a)


2008


2008(in millions, except per share data)Net revenue

$
180


$
240


$
231


$
219Cost and expenses


156



516



216



220Operating income (loss)


24



(276
)


15



(1
)Net income (loss) attributable to Orbitz Worldwide, Inc.


8



(287
)


(5
)


(15
)Basic and diluted net income (loss) per share attributable to
    Orbitz Worldwide, Inc. common shareholders


0.10



(3.44
)


(0.06
)


(0.18
)   (a)
    During the three months ended March 31, 2009 and
    September 30, 2008, we recorded non-cash impairment charges
    related to goodwill and intangible assets in the amount of
    $332 million and $297 million, respectively (see
    Note 3  Impairment of Goodwill and Intangible
    Assets).  22.
    Global
    Access Agreement Amendment    23.
    Subsequent
    Events   51




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       52




---



##### 



Schedule II 
    Valuation and Qualifying Accounts  Balance at


Charged toBeginning of


Costs and


Charged to





Balance atPeriod


Expenses


Other Accounts


Deductions


End of Period(In millions)Tax Valuation AllowanceYear Ended December 31, 2009

$
320


$
35


$
(20
)(a)

$
(5
)(c)

$
330Year Ended December 31, 2008


330



27



(37
)(a)






320Year Ended December 31, 2007


415



46



(117
)(b)


(14
)(d)


330   (a)
    
    Represents foreign currency translation adjustments to the
    valuation allowance. In addition, the 2009 amount also includes
    a reclassification adjustment between our gross deferred tax
    assets and the corresponding valuation allowance.(b)
    
    Represents adjustments made to reflect the decreases in the
    valuation allowance related to the tax sharing agreement with
    the Founding Airlines.(c)
    
    Represents the surrender of $17 million of net operating
    losses generated in 2007 to Donvand Limited, a subsidiary of
    Travelport, as permitted under the U.K. group relief provisions.
    A full valuation allowance had previously been established for
    these net operating losses. As a result, upon surrender, we
    reduced our gross deferred tax assets and the corresponding
    valuation allowance by $5 million.(d)
    
    Represents the expiration of a U.S. federal income tax capital
    loss carryforward. 53