Orbitz 2012 Annual Report Download - page 89

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures under Rules 13a-15(e) of the Exchange Act are those controls and other procedures of
a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Pursuant to Rule 13a-15(e) under the Exchange Act, our management evaluated the effectiveness of the design and
operation of our disclosure controls and procedures with the participation of our Chief Executive Officer ("CEO") and our
Interim Chief Financial Officer ("CFO"). Based on that evaluation, because of the material weakness in internal control over
financial reporting described below, our management concluded that, as of December 31, 2012, our disclosure controls and
procedures were not effective. We view our internal control over financial reporting as an integral part of our disclosure
controls and procedures.
In light of the foregoing conclusion, we undertook additional procedures in order that management could conclude that
reasonable assurance exists regarding the reliability of financial reporting and the preparation of the consolidated financial
statements contained in this filing. Accordingly, management believes that our consolidated financial statements included in
this Annual Report on Form 10-K for the year ended December 31, 2012 fairly present, in all material respects, our financial
position, results of operations and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule under the Exchange
Act) during the fiscal quarter ended December 31, 2012 that have materially affected, or are reasonable likely to materially
affect, our internal control over financial reporting other than as described below in Management's Annual Report on Internal
Control over Financial Reporting.
Management's Annual Report on Internal Control over Financial Reporting
Internal control over financial reporting is the process designed by, or under the supervision of, our CEO and Interim
CFO, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are
being made only in accordance with authorizations of our management and directors; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.
A material weakness is defined within the Public Company Accounting Oversight Board's Auditing Standard No. 5 as a
deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.