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 thousands, except share and per share data)  Years Ended December 31,2010


2009


2008Net revenue

$
757,487


$
737,648


$
870,276Cost and expensesCost of revenue


153,516



138,376



163,335Selling, general and administrative


244,114



256,659



271,562Marketing


217,520



214,445



309,980Depreciation and amortization


72,891



69,156



66,480Impairment of goodwill and intangible assets


70,151



331,527



296,989Impairment of property and equipment and other assets (see
    Notes 4 and 9)


11,099







Total operating expenses


769,291



1,010,163



1,108,346Operating (loss)


(11,804
)


(272,515
)


(238,070
)Other (expense) incomeNet interest expense


(44,070
)


(57,322
)


(62,467
)Other income


18



2,115



20Total other expense


(44,052
)


(55,207
)


(62,447
)Loss before income taxes


(55,856
)


(327,722
)


(300,517
)Provision (benefit) for income taxes


2,381



9,233



(1,955
)Net loss

$
(58,237
)

$
(336,955
)

$
(298,562
)Net loss per share  basic and diluted:Net loss per share

$
(0.58
)

$
(4.01
)

$
(3.58
)Weighted-average shares outstanding


101,269,274



84,073,593



83,342,333    3




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##### 



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


December 31,Assets

2010


2009Current assets:Cash and cash equivalents

$
97,222


$
88,656Accounts receivable (net of allowance for doubtful accounts of
    $956 and $935, respectively)


54,702



54,708Prepaid expenses


17,425



17,399Due from Travelport, net


15,449



3,188Other current assets


3,627



5,702Total current assets


188,425



169,653Property and equipment, net


158,063



180,962Goodwill


677,964



713,123Trademarks and trade names


128,431



155,090Other intangible assets, net


7,649



18,562Deferred income taxes, non-current


8,147



9,954Other non-current assets


48,024



46,898Total Assets

$
1,216,703


$
1,294,242Liabilities and Shareholders EquityCurrent liabilities:Accounts payable

$
26,491


$
30,279Accrued merchant payable


233,850



219,073Accrued expenses


105,798



112,771Deferred income


30,850



30,924Term loan, current


19,808



20,994Other current liabilities


5,994



5,162Total current liabilities


422,791



419,203Term loan, non-current


472,213



555,582Line of credit






42,221Tax sharing liability


101,545



108,736Unfavorable contracts


8,068



9,901Other non-current liabilities


22,233



28,096Total Liabilities


1,026,850



1,163,739Commitments 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, 102,342,860 and 83,831,561 shares issued and
    outstanding, respectively


1,023



838Treasury stock, at cost, 25,237 and 24,521 shares held,
    respectively


(52
)


(48
)Additional paid in capital


1,029,215



921,425Accumulated deficit


(843,609
)


(785,372
)Accumulated other comprehensive income (loss) (net of
    accumulated tax benefit of $2,558 and $2,558, respectively)


3,276



(6,340
)Total Shareholders Equity


189,853



130,503Total Liabilities and Shareholders Equity

$
1,216,703


$
1,294,242    4




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in thousands)  Years Ended December 31,2010


2009


2008Operating activities:Net loss

$
(58,237
)

$
(336,955
)

$
(298,562
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Net gain on extinguishment of debt


(57
)


(2,172
)


Depreciation and amortization


72,891



69,156



66,480Impairment of goodwill and intangible assets


70,151



331,527



296,989Impairment of property and equipment and other assets


11,099







Amortization of unfavorable contract liability


(9,226
)


(3,300
)


(3,300
)Non-cash net interest expense


15,797



15,451



18,104Deferred income taxes


1,494



6,920



(4,032
)Stock compensation


12,535



14,099



14,812Provision for bad debts


34



566



25Changes in assets and liabilities:Accounts receivable


(256
)


4,508



429Deferred income


(831
)


8,575



(436
)Due to/from Travelport, net


(12,126
)


6,344



(5,351
)Accrued merchant payable


14,593



3,582



3,232Accounts payable, accrued expenses and other current liabilities


(11,636
)


(10,848
)


(3,030
)Other


(7,616
)


(2,379
)


(9,102
)Net cash provided by operating activities


98,609



105,074



76,258Investing activities:Property and equipment additions


(40,010
)


(42,909
)


(58,203
)Changes in restricted cash


(132
)


(682
)


Proceeds from asset sales










32Net cash (used in) investing activities


(40,142
)


(43,591
)


(58,171
)Financing activities:Proceeds from issuance of common stock, net of issuance costs


48,930







Payments of fees to repurchase a portion of the term loan


(248
)






Capital lease payments and payments on the term loan


(20,994
)


(5,924
)


(7,070
)Payments to extinguish debt


(13,488
)


(7,774
)


Employee tax withholdings related to net share settlements of
    equity-based awards


(2,984
)


(422
)


(659
)Proceeds from exercise of employee stock options


72



422



Payments on tax sharing liability


(18,885
)


(11,075
)


(19,577
)Proceeds from line of credit






99,457



68,935Payments on line of credit


(42,221
)


(81,052
)


(49,447
)Proceeds from note payable


800







Payments on note payable


(57
)






Net cash (used in) financing activities


(49,075
)


(6,368
)


(7,818
)Effects of changes in exchange rates on cash and cash equivalents


(826
)


2,348



(3,761
)Net increase in cash and cash equivalents


8,566



57,463



6,508Cash and cash equivalents at beginning of period


88,656



31,193



24,685Cash and cash equivalents at end of period

$
97,222


$
88,656


$
31,193Supplemental disclosure of cash flow information:Income tax payments (refunds), net

$
1,120


$
1,151


$
(2,082
)Cash interest payments, net of capitalized interest of $17, $82
    and $544, respectively

$
27,935


$
42,075


$
47,467Non-cash investing activity:Capital expenditures incurred not yet paid

$
2,948


$
307


$
2,011Non-cash financing activity:Repayment of term loan in connection with debt-equity exchange
    (see Note 7)

$
49,564


$



$
    5




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
    (in thousands)  Years Ended December 31,2010


2009


2008Net loss

$
(58,237
)

$
(336,955
)

$
(298,562
)Other comprehensive income (loss), net of income taxesCurrency translation adjustment


7,197



5,602



(6,947
)Unrealized gains (losses) on floating to fixed interest rate
    swaps


2,419



9,520



(8,367
)Other comprehensive income (loss)


9,616



15,122



(15,314
)Comprehensive loss

$
(48,621
)

$
(321,833
)

$
(313,876
)    6




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##### 



ORBITZ
    WORLDWIDE, INC.CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
    (in thousands, except share data)  Accumulated OtherComprehensive(Loss) IncomeNet Unrealized(Losses) Gains fromAdditional





Interest


Foreign


TotalCommon Stock


Treasury Stock


Paid in


Accumulated


Rate


Currency


ShareholdersShares


Amount


Shares


Amount


Capital


Deficit


Swaps


Translation


EquityBalance at December 31, 2007


83,107,909


$
831



8,852


$
1


$
893,131


$
(149,855
)

$
(3,930
)

$
(2,218
)

$
737,960Net loss






















(298,562
)










(298,562
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting


















14,191















14,191Common shares issued upon vesting of restricted stock units


233,878



3











(3
)














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
)






2,617



(38
)


















(38
)Restricted stock forfeited


(6,586
)






6,586























Other comprehensive loss


























(8,367
)


(6,947
)


(15,314
)Balance at December 31, 2008


83,345,437



834



18,055



(37
)


907,319



(448,417
)


(12,297
)


(9,165
)


438,237Net loss






















(336,955
)










(336,955
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting


















13,688















13,688Common shares issued upon vesting of restricted stock units


425,068



4











(4
)














Common shares issued upon exercise of stock options


67,522















422















422Common shares withheld to satisfy employee tax withholding
    obligations upon vesting of restricted stock


(4,453
)






4,453



(11
)


















(11
)Restricted stock forfeited


(2,013
)






2,013























Other comprehensive income


























9,520



5,602



15,122Balance at December 31, 2009


83,831,561



838



24,521



(48
)


921,425



(785,372
)


(2,777
)


(3,563
)


130,503Net loss






















(58,237
)










(58,237
)Amortization of equity-based compensation awards granted to
    employees, net of shares withheld to satisfy employee tax
    withholding obligations upon vesting


















9,555















9,555Common shares issued pursuant to Exchange Agreement and Stock
    Purchase Agreement (see Note 7)


17,166,673



172











98,176















98,348Common shares issued upon vesting of restricted stock units


1,333,624



13











(13
)














Common shares issued upon exercise of stock options


11,718















72















72Common shares withheld to satisfy employee tax withholding
    obligations upon vesting of restricted stock


(716
)






716



(4
)


















(4
)Other comprehensive income


























2,419



7,197



9,616Balance at December 31, 2010


102,342,860


$
1,023



25,237


$
(52
)

$
1,029,215


$
(843,609
)

$
(358
)

$
3,634


$
189,853    7




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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
    Form 10-Q,
  2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
   8




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of
    Estimates
        Foreign
    Currency Translation
    Revenue
    Recognition
       9




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  pick-up,
      pick-up, pick-up
         10




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cost of
    Revenue
    Marketing
    Expense
  pay-per-click,
  Income
    Taxes
    Derivative
    Financial Instruments
     11




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    marked-to-market
  Concentration
    of Credit Risk
    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-cancellable lease termCapitalized software

3 - 10 yearsFurniture, fixtures and equipment

3 - 7 years    12




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Goodwill,
    Trademarks and Other Intangible Assets
             13




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Tax
    Sharing Liability
        Equity-Based
    Compensation
    Hotel
    Occupancy Taxes
   14




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recently
    Issued Accounting Pronouncements
      3.
    Impairment
    of Goodwill and Intangible Assets    2010
     15




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2009
           16




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008
            4.
    Property
    and Equipment, Net    December 31, 2010


December 31, 2009(in thousands)Capitalized software

$
252,968


$
221,261Furniture, fixtures and equipment


72,941



68,896Leasehold improvements


13,352



13,443Construction in progress


14,310



13,482Gross property and equipment


353,571



317,082Less: accumulated depreciation and amortization


(195,508
)


(136,120
)Property and equipment, net

$
158,063


$
180,962  17




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        5.
    Goodwill
    and Intangible Assets      December 31, 2010


December 31, 2009(in thousands)Goodwill and Indefinite-Lived Intangible Assets:Goodwill

$
677,964


$
713,123Trademarks and trade names


128,431



155,090     Amount(in thousands)Balance at December 31, 2008, net of accumulated impairment
    of $209,753

$
948,648Impairment (a)


(249,446
)Impact of foreign currency translation (b)


13,921Balance at December 31, 2009, net of accumulated impairment
    of $459,199


713,123Impairment (a)


(41,753
)Impact of foreign currency translation (b)


6,594Balance at December 31, 2010, net of accumulated impairment
    of $500,952

$
677,964   (a)
    
    During the years ended December 31, 2010, 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. 18




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31, 2010


December 31, 2009Gross





Net


Weighted-


Gross





Net


Weighted-Carrying


Accumulated


Carrying


Average


Carrying


Accumulated


Carrying


AverageAmount


Amortization


Amount


Useful Life


Amount


Amortization


Amount


Useful Life(in thousands)





(in years)





(in thousands)





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

$
12,000


$
(6,625
)

$
5,375



6


$
66,190


$
(50,329
)

$
15,861



4Vendor relationships and other


5,779



(3,505
)


2,274



7



5,072



(2,371
)


2,701



7Total Finite-Lived Intangible Assets

$
17,779


$
(10,130
)

$
7,649



7


$
71,262


$
(52,700
)

$
18,562



5   (c)
    
    During the year ended December 31, 2010, we wrote off the
    gross carrying amount and corresponding accumulated amortization
    related to $54.2 million of fully amortized customer
    relationship intangible assets whose useful lives expired during
    the period.      Year

(in thousands)2011

$
3,1382012


2,0672013


1,7172014


727Total

$
7,649   6.
    Accrued
    Expenses    December 31, 2010


December 31, 2009(in thousands)Employee costs (a)


$20,367



$32,684Tax sharing liability, current


19,813



17,390Advertising and marketing


18,282



17,897Contract exit costs (b)


7,732



4,858Customer service costs


6,306



5,575Professional fees


5,900



4,414Customer refunds


5,126



2,963Airline rebates


4,907



6,121Technology costs


4,894



4,413Customer incentive costs


2,541



2,062Unfavorable contracts, current


2,490



3,300Other


7,440



11,094Total accrued expenses


$105,798



$112,771  19




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (a)
    
    The change in accrued employee costs primarily represented lower
    accrued employee incentive compensation at December 31,
    2010 compared with December 31, 2009.(b)
    
    In connection with our early termination of an agreement in
    2007, we are required to make termination payments totaling
    $18.5 million from January 1, 2008 to
    December 31, 2016. We accreted interest expense of
    $1.0 million, $1.3 million and $1.4 million
    related to the termination liability during the years ended
    December 31, 2010, December 31, 2009 and
    December 31, 2008, respectively. We also made termination
    payments of $1.1 million, $3.6 million and
    $1.5 million during the years ended December 31, 2010,
    December 31, 2009 and December 31, 2008, respectively.
    At December 31, 2010, the net present value of the
    remaining termination payments of $11.1 million was
    included in our consolidated balance sheets, $7.7 million
    of which was included in accrued expenses and $3.4 million
    of which was included in other non-current liabilities. At
    December 31, 2009, the net present value of the remaining
    termination payments of $11.3 million was included in our
    consolidated balance sheets, $4.9 million of which was
    included in accrued expenses and $6.4 million of which was
    included in other non-current liabilities.  7.
    Term Loan
    and Revolving Credit Facility    Term
    Loan
      Amount(in thousands)Balance at December 31, 2008

$
592,500Scheduled principal payments


(5,924
)Repurchases (a)


(10,000
)Balance at December 31, 2009


576,576Prepayment from excess cash flow


(20,994
)Repurchases (b)


(63,561
)Balance at December 31, 2010

$
492,021   (a)
    On June 2, 2009, we entered into an amendment (the
    Amendment) to our Credit Agreement, which permitted
    us to purchase portions of the outstanding Term Loan on a
    non-pro rata basis using cash up 20




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  to $10.0 million and future cash proceeds from equity
    issuances and in exchange for equity interests on or prior to
    June 2, 2010. Any portion of the Term Loan purchased by us
    was retired pursuant to the Amendment.    (b)
    On January 26, 2010, pursuant to an Exchange Agreement we
    entered into with PAR Investment Partners, L.P.
    (PAR), as amended, PAR exchanged $49.6 million
    aggregate principal amount of the Term Loan for
    8,141,402 shares of our common stock. We immediately
    retired the portion of the Term Loan purchased from PAR in
    accordance with the Amendment. The fair value of our common
    shares issued in the exchange was $49.4 million. After
    taking into account the write-off of unamortized debt issuance
    costs of $0.4 million and $0.2 million of other
    miscellaneous fees incurred to purchase this portion of the Term
    Loan, we recorded a $0.4 million loss on extinguishment of
    this portion of the Term Loan, which was included in other
    income in our consolidated statement of operations for the year
    ended December 31, 2010. Concurrently, pursuant to a Stock
    Purchase Agreement we entered into with Travelport, Travelport
    purchased 9,025,271 shares of our common stock for
    $50.0 million in cash. We incurred $1.1 million of
    issuance costs associated with these equity investments by PAR
    and Travelport, which were included in additional paid in
    capital in our consolidated balance sheet at December 31,
    2010.      Revolver
     21




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  U.S.-dollar
            Year

(in thousands)2011

$
19,8082012


2013


2014


472,213Total

$
492,021   8.
    Tax
    Sharing Liability   22




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Amount(in thousands)Balance at December 31, 2008

$
123,798Accretion of interest expense(a)


13,509Cash payments


(11,075
)Adjustment due to a reduction in our effective tax rate(b)


(106
)Balance at December 31, 2009


126,126Accretion of interest expense(a)


14,117Cash payments


(18,885
)Balance at December 31, 2010

$
121,358   (a)
    We accreted interest expense related to the tax sharing
    liability of $14.1 million, $13.5 million and
    $15.9 million for the years ended December 31, 2010,
    December 31, 2009 and December 31, 2008, respectively.  (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. The reduction in our effective tax rate
    reduced the estimated remaining payments that may be due to the
    airlines under the tax sharing agreement. This adjustment 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, we
    may be required to further adjust our liability under the tax
    sharing agreement.   23




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##### 



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

(in thousands)2011

$
21,1822012


20,3752013


17,6042014


18,1712015


18,729Thereafter


98,989Total

$
195,050     9.
    Unfavorable
    Contracts       24




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amount(in thousands)Balance at December 31, 2008

$
16,501Amortization (a)


(3,300
)Balance at December 31, 2009


13,201Amortization (a)


(9,226
)Impairment (b)


6,583Balance at December 31, 2010

$
10,558   (a)
    We recognized net amortization for the unfavorable portion of
    the Charter Associate Agreements in the amount of
    $9.2 million ($14.7 million was recorded as an
    increase to net revenue and $5.5 million was recorded as an
    increase to marketing expense) for the year ended
    December 31, 2010 and $3.3 million ($9.3 million
    was recorded as an increase to net revenue and $6.0 million
    was recorded as an increase to marketing expense) for each of
    the years ended December 31, 2009 and December 31,
    2008. For the year ended December 31, 2010, the
    $14.7 million recorded as an increase to net revenue
    included $5.6 million in accelerated amortization related
    to the termination of our Charter Associate Agreement with
    American Airlines (AA) effective December 2010. As a
    result of this termination, we are no longer required to make
    rebate payments to AA under this agreement, and therefore, we
    reduced the unfavorable contract liability by $5.6 million.
    This reduction was recorded as an increase to net revenue in our
    consolidated statement of operations.  (b)
    During the year ended December 31, 2010, we recorded
    non-cash charges of $3.6 million to impair the portion of
    the asset related to the expected in-kind marketing and
    promotional support to be received from Northwest Airlines under
    our Charter Associate Agreement with that airline. As a result
    of the completion of the operational merger of Northwest
    Airlines and Delta Airlines into a single operating carrier,
    Northwest Airlines was no longer obligated to provide us with
    in-kind marketing and promotional support after June 1,
    2010. This impairment charge was included in the impairment of
    property and equipment and other assets line item in our
    consolidated statement of operations for the year ended
    December 31, 2010.       25




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10.
    Commitments
    and Contingencies    2011


2012


2013


2014


2015


Thereafter


Total(in thousands)Contract exit costs (a)

$
7,732


$
2,285


$
1,229


$
647


$
278


$
63


$
12,234Operating leases (b)


5,692



4,565



5,135



4,601



2,490



20,104



42,587Travelport GDS contract (c)


41,045



20,000



20,000



20,000











101,045Telecommunications service agreements


2,500



4,156



1,656



1,656











9,968Systems infrastructure agreements


2,225























2,225Software license agreements


202























202Total

$
59,396


$
31,006


$
28,020


$
26,904


$
2,768


$
20,167


$
168,261   (a)
    Represents costs due to the early termination of an agreement.  (b)
    These operating leases are primarily for facilities and
    equipment and represent non-cancellable 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,
    2010, December 31, 2009 and December 31, 2008, we
    recorded rent expense in the amount of $6.1 million,
    $6.8 million and $6.4 million, respectively. As a
    result of various subleasing arrangements that we have entered
    into, we are expecting approximately $4.1 million in
    sublease income through 2014.  (c)
    We have 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 33.7 million
    segments during the year ended December 31, 2010,
    16.0 million segments through Worldspan and
    17.7 million segments through Galileo. The required number
    of segments processed annually for Worldspan is fixed at
    16.0 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
    16.8 million segments through Galileo during the year
    ending December 31, 2011. 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. We are not subject to these minimum volume thresholds
    to the extent that we process all eligible segments through the
    Travelport GDS. 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, 2011. 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 2011. However, we do not expect to
    make any shortfall payments for our domestic brands in the
    foreseeable future. 26




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Company
    Litigation
      and/or
 27




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Surety
    Bonds and Bank Guarantees
    Financing
    Arrangements
  non-U.S. regulatory
 28




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Income
    Taxes  non-U.S. operations
  Years Ended December 31,2010


2009


2008(in thousands)U.S.

$
37,723


$
(274,674
)

$
(123,692
)Non-U.S.


(93,579
)


(53,048
)


(176,825
)Loss before income taxes

$
(55,856
)

$
(327,722
)

$
(300,517
)     Years Ended December 31,2010


2009


2008(in thousands)CurrentU.S. federal and state

$
93


$
1,404


$
154Non-U.S.


794



909



1,923887



2,313



2,077DeferredU.S. federal and state










829Non-U.S.


1,494



6,920



(4,861
)1,494



6,920



(4,032
)Provision (benefit) for income taxes

$
2,381


$
9,233


$
(1,955
)        29




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008Federal statutory rate


35.0
%


35.0
%


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


(1.0
)


(0.2
)


0.1Taxes on
    non-U.S.
    operations at differing rates


(5.4
)


(0.8
)


(1.3
)Change in valuation allowance


(6.0
)


(10.5
)


(9.0
)Goodwill impairment charges


(25.9
)


(26.6
)


(24.8
)Reserve for uncertain tax positions


(0.1
)


(0.1
)


0.1Other


(0.9
)


0.4



0.6Effective income tax rate


(4.3
)%


(2.8
)%


0.7
%     December 31,2010


2009(in thousands)Current deferred income tax assets (liabilities):Accrued liabilities and deferred income

$
4,479


$
4,699Provision for bad debts


156



82Prepaid expenses


(1,470
)


(1,846
)Tax sharing liability


7,195



6,315Change in reserve accounts


2,808



1,780Other


(404
)


(404
)Valuation allowance


(12,717
)


(10,580
)Current net deferred income tax assets

$
47


$
46Non-current deferred income tax assets (liabilities):U.S. net operating loss carryforwards

$
46,041


$
47,381Non-U.S. net
    operating loss carryforwards


102,157



94,768Accrued liabilities and deferred income


4,038



5,972Depreciation and amortization


106,015



116,272Tax sharing liability


36,874



39,485Change in reserve accounts


2,930



3,595Other


9,895



21,769Valuation allowance


(299,803
)


(319,288
)Non-current net deferred income tax assets

$
8,147


$
9,954  30




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009(in thousands)Current net deferred income tax assets:Deferred income tax asset, current(a)

$
47


$
46Current net deferred income tax assets

$
47


$
46Non-current net deferred income tax assets:Deferred income tax asset, non-current

$
8,147


$
9,954Non-current net deferred income tax assets

$
8,147


$
9,954   (a)
    The current portion of the deferred income tax asset at
    December 31, 2010 and December 31, 2009 is included in
    other current assets in our consolidated balance sheets.    non-U.S. jurisdictions,
  non-U.S. net non-U.S. deferred non-U.S. deferred
     31




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Amount(in thousands)Balance at December 31, 2008

$
5,765Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(970
)Impact of foreign currency translation


115Balance at December 31, 2009


4,910Decrease in unrecognized tax benefits as a result of tax
    positions taken during the prior year


(1,140
)Impact of foreign currency translation


26Balance at December 31, 2010

$
3,796           non-U.S. returns.
  12.
    Equity-Based
    Compensation   32




---



##### 



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


AggregateWeighted-Average


Remaining


IntrinsicExercise Price


Contractual Term


ValueShares


(per share)


(in years)


(in thousands)Outstanding at December 31, 2009


4,236,083


$
9.46



6.5


$
4,737Granted


1,050,000


$
4.88



6.5Granted in connection with stock option exchange(a)


433,488


$
5.22



6.5Exercised


(11,718
)

$
6.12



4.5Forfeited


(708,422
)

$
12.34



5.9Cancelled in connection with stock option exchange(a)


(1,260,598
)

$
15.00



6.5Outstanding at December 31, 2010


3,738,833


$
5.28



5.5


$
2,379Exercisable at December 31, 2010


1,627,340


$
5.58



5.2


$
839   (a)
    On May 3, 2010, we commenced an offer to eligible employees
    to exchange certain
    out-of-the-money
    options to purchase our common stock for a lesser number of new
    stock options with an exercise price equal to the fair market
    value of our common stock at the completion of the exchange
    offer. Stock options eligible for the exchange were those with
    an exercise price per share of $15.00 that were granted at the
    time of the IPO. The offering period closed on May 28,
    2010. On that date, 1,260,598 stock options were tendered and
    exchanged for 433,488 new stock options with an exercise price
    of $5.22 per share. No incremental compensation expense was
    recognized in connection with the exchange because the fair
    value of the new stock options granted approximated the fair
    value of the stock options exchanged. The vesting terms and
    contractual expiration of the new stock options granted in the
    exchange are the same as those of the old stock options.
    However, the option holders who elected to participate in the
    exchange were required to wait until the six-month anniversary
    of the completion of the exchange before exercising any of their
    new stock options, including those new stock options that vested
    during that six-month period.     33




---



##### 



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

2010


2009


2008Dividend yield (a)










Expected volatility


42
%


49
%


41
%Expected life (in years)


4.69



4.58



4.76Risk-free interest rate


2.09
%


1.47
%


3.62
%   (a)
    Our dividend yield is estimated to be zero since we did not
    declare or pay any cash dividends on our common stock during the
    years ended December 31, 2010, December 31, 2009 or
    December 31, 2008, and we do not intend to in the
    foreseeable future. Any future determination to pay dividends
    will be at the discretion of our board of directors, may require
    the consent of Travelport and will depend on several factors,
    including our financial condition, results of operations,
    capital requirements, restrictions contained in existing and
    future financing instruments and other factors that our board of
    directors may deem relevant.      Restricted
    Stock Units
    Weighted-AverageGrant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2009


5,650,750


$
4.31Granted


1,550,000


$
5.01Vested (a)


(2,030,192
)

$
6.92Forfeited


(936,968
)

$
4.09Unvested at December 31, 2010


4,233,590


$
3.37   (a)
    We issued 1,333,624 shares of common stock in connection
    with the vesting of restricted stock units during the year ended
    December 31, 2010, 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.   34




---



##### 



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


(per share)Unvested at December 31, 2009


2,195


$
8.45Vested (a)


(2,195
)

$
8.45Unvested at December 31, 2010





$
   (a)
    Includes 716 shares of common stock transferred to us in
    satisfaction of minimum tax withholding obligations associated
    with the vesting of restricted stock. These shares are held by
    us in treasury.      Performance-Based
    Restricted Stock Units
    Weighted-AveragePerformance-Based


Grant DateRestricted


Fair ValueStock Units


(per share)Unvested at December 31, 2009 (a)


227,679


$
6.28Granted (b)


387,000


$
4.90Forfeited


(53,571
)

$
6.28Unvested at December 31, 2010


561,108


$
5.33   (a)
    On June 19, 2008, the Compensation Committee approved a
    grant of 249,108 PSUs to certain of our executive officers. The
    PSUs entitled the executives to receive a certain number of
    shares of our common stock based on the Companys
    satisfaction of certain financial and strategic performance
    goals, including net revenue growth, adjusted EBITDA margin
    improvement and the achievement of specified technology
    milestones during fiscal years 2008, 2009 and 2010 (the
    Performance Period). 35




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The performance conditions also provided that if the
    Companys aggregate adjusted EBITDA during the Performance
    Period did not equal or exceed a certain threshold, each PSU
    award would be forfeited. The fair value of each PSU was $6.28.
    As of December 31, 2010, we expected none of these PSUs to
    vest. In the first quarter of 2011, upon determination by the
    Compensation Committee that the performance conditions were not
    satisfied, these PSUs were forfeited.  (b)
    On June 2, 2010, the Compensation Committee approved a
    grant of PSUs to certain of our executive officers. The PSUs
    entitle the executives to receive one share of our common stock
    for each PSU, subject to the satisfaction of a performance
    condition. The performance condition required that the
    Companys adjusted EBITDA for fiscal year 2010 equaled or
    exceeded a certain threshold, or each PSU would be forfeited. If
    this performance condition was met, the PSUs would vest annually
    over a four-year period. The performance condition for these
    PSUs was met.  Non-Employee
    Directors Deferred Compensation Plan
        Weighted-AverageGrant DateDeferred


Fair ValueStock Units


(per share)Outstanding at December 31, 2009


692,066


$
4.13Granted


272,036


$
5.06Outstanding at December 31, 2010


964,102


$
4.39     Compensation
    Expense
     36




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Derivative
    Financial Instruments  Interest
    Rate Hedges
    Fixed Interest

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100.0 million

May 30, 2008

May 31, 2011

3.39%

Three-month LIBOR$100.0 million

January 29, 2010

January 31, 2012

1.15%

One-month LIBOR$100.0 million

January 29, 2010

January 31, 2012

1.21%

Three-month LIBOR     Fixed Interest

Variable InterestNotional Amount

Effective Date

Maturity Date

Rate Paid

Rate Received$100.0 million

July 25, 2007

December 31, 2008

5.21%

Three-month LIBOR$200.0 million

July 25, 2007

December 31, 2009

5.21%

Three-month LIBOR$100.0 million

September 30, 2008

September 30, 2010

2.98%

One-month LIBOR       Fair Value Measurements as ofBalance Sheet Location

December 31, 2010


December 31, 2009(in thousands)Liability Derivatives:Interest rate swaps

Other current liabilities

$
1,286


$
1,899Interest rate swaps

Other non-current liabilities


1,631



3,437     Gain (Loss)(Loss) Reclassified


Recognized in IncomeGain (Loss) in Other


from Accumulated


(Ineffective PortionComprehensive


OCI into


and the AmountIncome


Interest Expense


Excluded from(OCI)


(Effective Portion)


Effectiveness Testing)Years Ended December 31,


Years Ended December 31,


Years Ended December 31,2010


2009


2008


2010


2009


2008


2010


2009


2008(in thousands)Interest rate swaps

$
2,419


$
9,520


$
(8,367
)

$
(6,758
)

$
(13,909
)

$
(5,647
)

$



$



$
  37




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency Hedges
      Fair Value Measurements as ofBalance Sheet Location

December 31, 2010

December 31, 2009(in thousands)Liability Derivatives:Foreign currency hedges

Other current liabilities

$
2,227


$
1,208     (Loss) Gain in Selling, General &Administrative ExpenseYears Ended December 31,2010


2009


2008(in thousands)Foreign currency hedges (a)

$
(1,353
)

$
(6,782
)

$
14,120    (a)
    
    We recorded transaction (losses) gains associated with the
    re-measurement of our foreign denominated assets and liabilities
    of $(3.7) million, $3.3 million and
    $(19.1) million in the years ended December 31, 2010,
    December 31, 2009 and December 31, 2008, respectively.
    Transaction (losses) gains were included in selling, general and
    administrative expense in our consolidated statements of
    operations. The net impact of transaction (losses) gains
    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 $(5.1) million,
    $(3.5) million and $(5.0) million in the years ended
    December 31, 2010, December 31, 2009 and
    December 31, 2008, respectively.  14.
    Severance   38




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      15.
    Employee
    Benefit Plans    16.
    Net Loss
    per Share    Years Ended December 31,2010


2009


2008(in thousands, except share and per share data)Net loss

$
(58,237
)

$
(336,955
)

$
(298,562
)Net loss per share:Weighted-average shares outstanding for basic and diluted net
    loss per share (a)


101,269,274



84,073,593



83,342,333Basic and Diluted

$
(0.58
)

$
(4.01
)

$
(3.58
)   (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, 2010,
    December 31, 2009 and December 31, 2008 because we had
    a net loss for each year. Accordingly, the inclusion of these
    equity awards would have had an antidilutive effect on diluted
    net loss per share. 39




---



##### 



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

2010


2009


2008Stock options


3,738,833



4,236,083



4,216,805Restricted stock units


4,233,590



5,650,750



2,724,356Restricted stock






2,195



18,661Performance-based restricted stock units


561,108



227,679



249,108Total


8,533,531



10,116,707



7,208,930   17.
    Related
    Party Transactions  Related
    Party Transactions with Travelport and its
    Subsidiaries
    December 31, 2010


December 31, 2009(in thousands)Due from Travelport, net

$
15,449


$
3,188     Years Ended December 31,2010


2009


2008(in thousands)Net revenue (a)

$
117,619


$
122,032


$
149,171Cost of revenue


477



592



1Selling, general and administrative expense


486



215



2,997Interest expense


4,016



3,779



2,545   (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
   40




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Separation
    Agreement
      Transition
    Services Agreement
    Master
    License Agreement
      Equipment,
    Services and Use Agreements
   41




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    GDS
    Service Agreements
        Hotel
    Sourcing and Franchise Agreement
    Corporate
    Travel Agreement
   42




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Agreements
    Involving Tecnovate
      Related
    Party Transactions with Affiliates of Blackstone and
    TCV
        December 31, 2010


December 31, 2009(in thousands)Accounts receivable

$
235


$
62Prepaid expenses






78Accounts payable


6,288



5,432Accrued expenses


1,965



2,461Accrued merchant payable


14,135



6,131Other current liabilities


229



Other non-current liabilities


514



     Years Ended December 31,2010


2009


2008(in thousands)Net revenue

$
22,098


$
16,793


$
14,131Cost of revenue (a)


30,166



26,429



29,715Selling, general and administrative expense (b)


2,913



3,136



5,492Marketing expense


54







461  43




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (a)
    
    The amounts shown represent call center and telesales costs
    incurred under our outsourcing agreements with Intelenet.(b)
    
    Of the amounts shown for the years ended December 31, 2010,
    December 31, 2009 and December 31, 2008,
    $2.5 million, $2.6 million and $4.8 million,
    respectively, represent costs incurred under our outsourcing
    agreements with Intelenet for back office administrative,
    information technology and financial services.  18.
    Fair
    Value Measurements    Fair Value Measurements as ofDecember 31, 2010


December 31, 2009Quoted


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


inputs2010


(Level 1)


(Level 2)


(Level 3)


2009


(Level 1)


(Level 2)


(Level 3)(in thousands)Money market funds (a)

$
49,097


$
49,097


$



$



$
54,319


$
54,319


$



$
Foreign currency hedge liabilities (see Note 13 
    Derivative Financial Instruments)

$
2,227


$
2,227


$



$



$
1,208


$
1,208


$



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

$
2,917


$



$
2,917


$



$
5,336


$



$
5,336


$
    (a)
    
    The money market funds as of December 31, 2009 are included
    in the table above for comparative purposes.       44




---



##### 



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


other


Significantprices in


observable


unobservableBalance at


active markets


inputs


inputs


TotalOctober 1, 2010


(Level 1)


(Level 2)


(Level 3)


(Losses)(in thousands)Goodwill

$
29,118


$



$



$
29,118


$
(41,753
)Trademarks and trade namesHotelClub

$
4,658


$



$



$
4,658


$
(17,752
)CheapTickets


4,354











4,354



(10,646
)Total trademarks and trade names

$
9,012


$



$



$
9,012


$
(28,398
)Capitalized software

$
1,865


$



$



$
1,865


$
(4,516
)       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 thousands)Goodwill

$
697,900


$



$



$
697,900


$
(249,446
)Trademarks and trade names

$
149,793


$



$



$
149,793


$
(82,081
)   Fair
    Value of Financial Instruments
     45




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##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    19.
    Segment
    Information      Years Ended December 31,2010


2009


2008(in thousands)Net revenueUnited States

$
579,386


$
584,834


$
686,321All other countries


178,101



152,814



183,955Total

$
757,487


$
737,648


$
870,276     December 31, 2010


December 31, 2009(in thousands)Long-lived assetsUnited States

$
149,559


$
167,909All other countries


8,504



13,053Total

$
158,063


$
180,962   20.
    Quarterly
    Financial Data (Unaudited)    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2010(a)


2010


2010


2010(in thousands, except per share data)Net revenue

$
182,364


$
194,479


$
193,491


$
187,153Cost and expenses


250,037



166,918



171,949



180,387Operating (loss) income


(67,673
)


27,561



21,542



6,766Net (loss) income


(78,041
)


15,332



9,733



(5,261
)Basic net (loss) income per share


(0.76
)


0.15



0.10



(0.05
)Diluted net (loss) income per share


(0.76
)


0.15



0.09



(0.05
)   46




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months EndedDecember 31,


September 30,


June 30,


March 31,2009


2009


2009


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

$
174,693


$
186,603


$
187,959


$
188,393Cost and expenses


168,390



164,368



165,437



511,968Operating income (loss)


6,303



22,235



22,522



(323,575
)Net (loss) income


(18,055
)


6,980



10,276



(336,156
)Basic and diluted net (loss) income per share


(0.21
)


0.08



0.12



(4.02
)   (a)
    During the three months ended December 31, 2010 and the
    three months ended March 31, 2009, we recorded non-cash
    impairment charges related to goodwill and intangible assets in
    the amount of $70.2 million and $331.5 million,
    respectively (see Note 3  Impairment of Goodwill
    and Intangible Assets).  21.
    Subsequent
    Events  ITA
    Software, Inc. (ITA) Agreement
  up-to-date
  Travelport
    Agreement
       47




---



##### 



ORBITZ
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  e-Pricing
 48




---



##### 



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 thousands)Tax Valuation AllowanceYear Ended December 31, 2010

$
329,868


$
3,344


$
(20,692
)(a)

$



$
312,520Year Ended December 31, 2009


319,512



34,560



(19,398
)(a)


(4,806
)(b)


329,868Year Ended December 31, 2008


329,601



26,636



(36,725
)(a)






319,512   (a)
    
    Represents foreign currency translation adjustments to the
    valuation allowance. In addition, the amounts for the years
    ended December 31, 2010 and December 31, 2009 include
    reclassification adjustments between our gross deferred tax
    assets and the corresponding valuation allowance. The amount for
    the year ended December 31, 2010 also includes the effects
    of a U.K. tax rate change.(b)
    
    Represents the surrender of $17.2 million of net operating
    losses generated in the year ended December 31, 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 $4.8 million. 49