1260167--3/3/2006--WORLDSPAN_L

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Risks Relating to Our Business Dependence on the Travel Industry in General and the Airline Industry in Particular Our revenues are highly dependent on the travel industry, and particularly on the airlines, and a substantial decrease in travel transactions could adversely affect our electronic travel distribution revenues. Susceptibility to Terrorism and War Acts of terrorism and war could have an adverse effect on the travel industry, which in turn could adversely affect our electronic travel distribution revenues. Competition We operate in highly competitive markets, and we may not be able to compete effectively. Travel Supplier Cost Savings Travel supplier cost savings efforts may shift business away from us or cause us to reduce the fees we charge to suppliers or increase the inducements we offer to travel agencies, thereby adversely affecting our electronic travel distribution revenues and inducement expense. Content Agreements Our efforts to obtain more comprehensive content through airline content agreements may cause downward pressure on pricing and adversely affect our electronic travel distribution revenues. Dependence on a Small Number of Airlines We depend on a relatively small number of airlines for a significant portion of our revenues and the loss of any of our major airline relationships would harm our revenues. Dependence on a Small Number of Online Travel Agencies We are highly dependent on a small number of large online travel agencies, and the success of our business depends on continuing these relationships and the continued growth of online travel commerce. Relationships with our Founding Airlines A significant portion of our current revenues are attributable to our founding airlines, and there is no guarantee that these airlines will continue to use our services to the same extent that they did when they owned us or that they will not indirectly compete with us. FASA Credits The FASA credits and FASA credit payments owed under the FASAs may continue despite a significant reduction in or termination of FASA revenues. Critical Systems Our systems may suffer failures, capacity constraints and business interruptions, which could increase our operating costs, decrease our revenues and cause us to lose customers. Protection of Technology We may not protect our technology effectively, which would allow competitors to duplicate our products and services. This could make it more difficult for us to compete with them. Intellectual Property Our products and services may infringe on claims of intellectual property rights of third parties, which could adversely affect our revenues and increase our legal costs. Technological Change Rapid technological changes may render our technology obsolete or decrease the attractiveness of our products and services to customers. Regulatory Risks Regulatory developments could limit our ability to compete by restricting our flexibility to respond to competitive conditions. Privacy and Data Protection Our processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights. Key Employees Our ability to attract, train and retain executives and other qualified employees is crucial to results of operations and future growth. Business Combinations and Strategic Investments We may not successfully make and integrate business combinations and strategic investments. Seasonality Because our business is seasonal, our quarterly results will fluctuate. Trade Barriers We face trade barriers outside of the United States that limit our ability to compete. International Operations Our international operations are subject to other risks which may impede our ability to grow internationally. Exchange Rate Fluctuations Fluctuations in the exchange rate of the U.S. dollar and other foreign currencies could have a material adverse effect on our financial performance and results of operations. Environmental, Health and Safety Requirements We could be adversely affected by environmental, health and safety requirements. Additional Capital We may need additional capital in the future and it may not be available on acceptable terms. Substantial Leverage Our substantial consolidated indebtedness could adversely affect our financial health. Additional Borrowings Available Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage. Variable Rate Indebtedness Our new senior credit facility and new senior secured notes may subject us to interest rate risk, which could cause our debt service obligations to increase significantly. Securities Laws Compliance Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs. Principal Stockholders Our principal stockholders exercise considerable influence over us.

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1260167--3/3/2006--WORLDSPAN_L_P