1055455--3/8/2006--NAVIGANT_INTERNATIONAL

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Our significant indebtedness and interest payment obligations may adversely affect our ability to obtain additional financing, repay the Term Loan, service other existing debt, use our operating cash flow in other areas of our business, or otherwise adversely affect our operations. Our Credit Facility and Term Loan impose restrictions which may adversely affect our ability to finance future operations or capital needs or engage in other business activities. Our Credit Facility matures on October 31, 2007 and we may not be able to refinance it on commercially reasonable terms, if at all. Declines or disruptions in the travel industry, such as those caused by terrorism, war or general economic downturns, could reduce our revenues and seriously harm our business. If commissions, overrides or incentives for reservations or other revenues from vendors or suppliers are decreased or eliminated altogether, our revenue may be reduced. Our industry is extremely competitive, becoming increasingly consolidated and subject to new methods of distribution, all of which may result in loss of clients or declining revenues or margins. Future acquisitions are a component of our strategy and our anticipated growth. We face risks in continuing to acquire corporate travel management companies. Governmental agencies, which in the aggregate are a material part of our customer base, are subject to budget processes, which could limit the demand for our travel services. Governmental agencies have special contracting abilities and requirements, including the unilateral ability to suspend or terminate current contracts at will, to reduce the value of current contracts, and to prevent us from being awarded new contracts. As a government contractor, we are subject to periodic audits and reviews, which may decrease our revenues or adversely impact our margins. Also as a government contractor, we may have to meet onerous contract requirements, and our failure to meet these requirements may impact our revenues. Goodwill comprises much of our total assets, and if we determine that goodwill has become impaired in the future, net income in such years will decrease. Our customers are not committed to provide us with a specific volume of business and may terminate their contracts with us or choose not to renew contracts which could seriously harm our revenues. If our travel suppliers cancel or modify their agreements with us, we may be subject to changes in our pricing agreements, commission schedules and incentive override commission arrangements and more restricted access to travel suppliers products and services, which could seriously harm our results of operations. If technologies we depend on fail or our right to use global distribution systems is restricted, we may not be able to process transactions for our customers as efficiently, if at all, which would seriously harm the results of our operations. Rapid technological changes and new distribution channels may adversely affect the value of our current or future technologies to us and our customers, which could cause us to increase expenditures to upgrade and protect our technology or develop and protect competing offerings in new distribution channels. Bankruptcies of airlines or other providers of travel services could result in us failing to collect outstanding receivables from these providers or having to repay a portion of collected revenues to the bankruptcy trustee. Conversion of our outstanding 4.875% convertible subordinated debentures due 2023 into our common stock would dilute the ownership interests of existing stockholders, including holders who had previously converted their debentures. Our industry is seasonal, causing fluctuating results of operations. If our agent reporting agreements are cancelled, we would be unable to sell airline tickets and our revenues would decrease.

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1055455--3/8/2006--NAVIGANT_INTERNATIONAL_INC