Worldspan, which reports declining profits, has filed for an initial public offering of its shares of common stock valued at 1 cent each.

All of the shares are being sold by Atlanta-based Worldspan Technologies, parent of Worldspan LP, a travel transaction processor.

The offering will be led by Lehman Brothers and JPMorgan as joint book-running managers. Goldman, Sachs & Co., UBS Investment Bank, CIBC World Markets and RBC Capital Markets are co-managers of this offering.

Worldspan’s profit dropped 87 percent in 2003. Factors included a $54.6 million decline in operating income, increased interest costs of $18.1 million from debt incurred to fund an acquisition of the company, and $17.3 million for one-time personnel related expenses resulting from the acquisition of the company from the three airlines which owned it.

Net income for 2003 $13.7 million on $896.9 million in revenue in 2003, Atlanta-based Worldspan reported, compared with net income of $104.8 million on $914.9 million in revenue in 2002.

In the fourth quarter, the company had a net loss of $21.1 million on $199.9 million in revenue, compared with a net loss of $6.2 million on $204.2 million in revenue in the fourth quarter of 2002.

Still, Rakesh Gangwal, chairman, president and CEO of Worldspan, says, “The recovery in travel bookings has continued and we are especially pleased with the growth in our online bookings.”

Worldspan was boughtin June 2003 by Travel Transaction Processing Corp., a company formed by Citigroup Venture Capital Equity Partners and Teachers’ Merchant Bank, from Atlanta-based Delta Air Lines, Northwest Airlines and American Airlines for $745 million and other considerations.

“The sale of Worldspan in 2003 by its former airline owners marked a watershed year in the history of Worldspan,” stated Gangwal. “In the years to come, we look forward to enhancing and strengthening Worldspan’s role as a leader in the travel industry.”

Worldspan: www.worldspan.com