**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q/A**

**AmendmentNo. 2**

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| **ý** | ** ** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**                                                                                |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                            |
| ** ** | ** ** | **For the quarterly period ended March 31,  2005**                                                                                                                               |
| ** ** | ** ** | ** **                                                                                                                                                                            |
| **OR**     |
| ** ** | ** ** | ** **                                                                                                                                                                            |
| **o**      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934**                                                                               |
| ** ** | ** ** | ** **                                                                                                                                                                            |
| ** ** | ** ** | **For the transition period  from                        To** |

 

**Commission file number 333-109064**

 

**WORLDSPAN, L.P.**

(Exact name of registrant as specified in itscharter)

 
| **Delaware**                                                     | ** ** | **75-3125716**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                             |       |                                  |
| **300 Galleria Parkway, N.W.**                                   | ** ** | ** **                            |
| **Atlanta, Georgia**                                             | ** ** | **30339**                             |
| (Address of principal  executive offices)                        |       | (Zip Code)                            |

 

Registrant’stelephone number, including area code **(770) 563-7400**

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

 

ý                                    Yes                            o                                    No

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined by Rule 12b-2 of the Act).

o                                    Yes                            ý                                    No

 

As of September 26, 2005, Registrant’s parent hadoutstanding 82,967,548 shares of Class A Common Stock and 11,000,000shares of Class B Common Stock.

 

 

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Explanatory Note

 

This Amendment No. 2 to the Quarterly Report on Form 10-Q forthe quarterly period ended March 31, 2005 of Worldspan, L.P. is filedsolely for the purpose of amending and restating Part I, Item 4, Controlsand Procedures, to include a description of our disclosure controls andprocedures, the conclusions of the principal executive officer and theprincipal financial officer as of March 31, 2005 and a description of twochanges to our internal control over financial reporting.  In addition, in connection with the filing ofthis Amendment No. 2 to the Quarterly Report on Form 10-Q andpursuant to the rules of the Securities and Exchange Commission, we areincluding currently dated certifications. Except as described above, no otherchanges have been made to the Quarterly Report on Form 10-Q for thequarterly period ended March 31, 2005. This Amendment No. 2 to the Quarterly Report on Form 10-Qcontinues to speak as of the date of the Quarterly Report on Form 10-Q forthe quarterly period ended March 31, 2005, and we have not updated thedisclosures contained in this Amendment No. 2 to the Quarterly Report on Form 10-Qfor the quarterly period ended March 31, 2005 to reflect any events thatoccurred at a date subsequent to the filing of the Quarterly Report on Form 10-Qfor the quarterly period ended March 31, 2005.

 

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**ITEM4.****                                                     CONTROLSAND PROCEDURES**

 

As of the endof the period covered by this report, we conducted an evaluation, under thesupervision and with the participation of our principal executive officer andprincipal financial officer, of the effectiveness of the design and operationof our disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Exchange Act).  Basedon this evaluation, our principal executive officer and principal financialofficer concluded that our disclosure controls and procedures were effective toprovide reasonable assurance that material information required to be includedin our periodic SEC reports is recorded, processed, summarized and reported withinthe time periods specified in SEC rules and forms.  We also reviewed our internal controls, and as previously disclosed in Item 9A of our Form 10-Kfor the year ended December 31, 2004, we decided to implement twochanges that management concluded were reasonably likely to materially affectour internal control over financial reporting.

 

The first change to ourinternal controls relates to the transfer of information between our GlobalDistribution System (“GDS”) and billing systems.  Our GDS processes reservations and relatedtransactions created by travel agencies that use our service.  Each transaction we process is evaluated todetermine whether the transaction represents a billable item.  For example, some of the transactions that weprocess, such as transactions involving an infant passenger or transactionsinvolving multiple passengers in which only one of the passengers pays thebill, create transactions processed by our system that do not produce anyrevenue.  Our GDS contains aprimary preventative control that filters out non-billable transactions fromthe system.  The integrity of the primarycontrol is protected by a series of general computer and applicationcontrols.  We determined that theinternal controls could be improved by means of implementing a newcomplementary control to monitor those transactions that the GDS determinedwere non-billable.  Specifically, we identified that there did not exist aspecific monitoring control, in the form of an ongoing management review of thetransactions marked as non-billable within the GDS and not transferred to thebilling system.  The newmonitoring control would consist of the collection of the non-billable itemsand a periodic management review and analysis of the nature of these items toprovide additional assurance that these transactions are being properlyclassified as non-billable transactions. As of March 31, 2005, theimplementation of this new monitoring control was in process.  We do not believe however that the absence ofthis new complementary control had any material impact on our financialstatements for the three months ended March 31, 2005, given that theprimary control, which was designed to ensure that transactions deemed by theGDS to not include a billable item are not transferred to the billing system,was in place and tested as of that date.

 

The secondchange to our internal controls relates to the sufficiency of the resources inour finance department.  There were aseries of events that occurred during the fourth quarter of 2004 and the firstquarter of 2005 impacting the sufficiency of resources in our finance

 

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department.  Specifically our former Chief FinancialOfficer, Michael Wood, left the Company on November 22, 2004.  We acted promptly to fill the position on aninterim basis and rehired Dale Messick as Senior Vice President - Finance,effective December 1, 2004 (effectively filling the role of principalfinancial officer until a new Chief Financial Officer could be hired).  In addition, there was turnover of financedepartment staff below the controller level during the fourth quarter of 2004,and in particular during the early part of the first quarter of 2005. Some ofthese positions were filled during the first quarter, but with personnel thatdid not have the same history and knowledge of Worldspan.   Finally, the finance department resourceswere further strained by other demands on the department in January and February of2005 that were occurring simultaneously with the year-end closing activities.

 

Beginning in the fourth quarter of 2004 andcontinuing through March 31, 2005, we have undertaken steps to improve thefunctions of our finance department.  Wefilled our Chief Financial Officer vacancy with the hiring of Kevin W. Mooney,effective March 21, 2005.  Inaddition, during the first quarter of 2005 we hired additional personnel, bothas full-time employees and on a contract basis, to work under Mr. Mooneyin our finance department.  We continueto search aggressively for additional qualified personnel and will continue tosupplement our finance staff with contract employees until full-time employeescan be hired and trained.

 

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** **

**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned thereuntoduly authorized.

 
|                | WORLDSPAN, L.P. |   |
|---------------------|-----------------|--------|
|                |            |   |   |
|                |            |   |   |
| September  30, 2005 |            |   | /s/  Rakesh Gangwal |
| DATE                |            | By:    | Rakesh  Gangwal |
|                |            |   | Chairman,  President and Chief Executive Officer |
|                |            |   | and  Director |
|                |            |   | (principal  executive officer) |
|                |            |   |   |
|                |            |   |   |
| September  30, 2005 |            |   | /s/  Kevin W. Mooney |
| DATE                |            | By:    | Kevin  W. Mooney |
|                |            |   | Chief  Financial Officer |
|                |            |   | (principal  financial and accounting officer) |
|                     |                 |        |  |  |

 

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