Orbitz 2008 Annual Report Download - page 126

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
None.
Item 9A(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
In connection with the Original Filing, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, had evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of December 31, 2007. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer had concluded that,
as of the end of the period covered by the Original Filing, our disclosure controls and procedures were effective.
Subsequent to the evaluation made in connection with our Original Filing, we determined that we should restate our previously issued financial statements
for errors relating to (1) the non-cash impact of certain intercompany transactions with Travelport in our consolidated statements of cash flows and (2) the
classification of certain credit card receipts in-transit in our consolidated balance sheets. These errors have been corrected in this Form 10-K/A. See
Note 19—Restatement of the Notes to the Consolidated Financial Statements.
In light of this restatement and as a result of the material weaknesses in internal control over financial reporting previously identified and further described
below, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and
procedures were not effective as of December 31, 2007, the end of the period covered by this Form 10-K/A.
Remediation Plan for Material Weakness in Internal Control over Financial Reporting.
Pursuant to rules of the Securities and Exchange Commission that provide a transition period for newly public companies, this Annual Report on
Form 10-K/A does not include a report of management's assessment of internal control over financial reporting or an attestation report of our independent
registered public accounting firm regarding internal control over financial reporting. Although we are not currently required to comply with Section 404 of the
Sarbanes Oxley Act of 2002, in connection with the audit of our financial statements for the year ended December 31, 2007, our auditors and we have identified
certain matters involving our internal controls over financial reporting that constitute material weaknesses under standards established by the Public Company
Accounting Oversight Board (United States) ("PCAOB").
The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant
deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important
enough to merit attention by those responsible for oversight of our financial reporting. A control deficiency exists when the design or operation of a control does
not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A
deficiency in design exists when:
•
a control necessary to meet the control objective is missing; or
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Source: Orbitz Worldwide, In, 10-K/A, August 28, 2008