Global Business Travel Group (GBTG) risk factors, FY2024 10-K

Risks Relating to Our Business and Industry

1. 01Our revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect us
2. 02The widespread adoption of teleconference and virtual meeting technologies could reduce the number of in-person business meetings and demand for travel and our services, which could adversely affect our business, financial condition and results of operations
3. 03The travel industry is highly competitive and if we are unable to effectively compete we may lose sales to our competitors
4. 04Our business and results of operations may be adversely affected by macroeconomic conditions
5. 05While decreases in prices for flights and other travel products generally increase demand, such price decreases generally also have a negative effect on the commissions and other financial incentives we earn. The overall effect of price increases or decreases in the global travel industry is therefore uncertain
6. 06Our international business exposes us to geopolitical and economic risks associated with doing business in foreign countries
7. 07Failure to maintain superior service levels could diminish client confidence and have an adverse effect on our business
8. 08We may from time to time need additional financing to fund operations and to expand our business, including to continue to develop leading digital product solutions, pursue acquisitions and other strategic opportunities
9. 09The failure of any bank in which we deposit our funds could have an adverse effect on our financial condition
10. 10We could be negatively impacted by climate change, ESG and sustainability-related matters

Risks Relating to Our Indebtedness

1. 11Our indebtedness could adversely affect our business and growth prospects
2. 12The terms of the A&R Credit Agreement restrict our current and future operations, particularly our ability to respond to changes or to take certain actions
3. 13Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors, some of which are not within our control

Risks Relating to Our Dependence on Third Parties

1. 14If we are unable to maintain existing, and establish new, arrangements with travel suppliers, or if our travel suppliers and partners reduce or eliminate the commission and other compensation they pay us or affect surcharges on TMCs, our business and results of operations would be negatively impacted
2. 15Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a deterioration in its financial condition, withdraws from or reduces its participation in our services or, as a result of consolidation in the travel industry, loses bookings or revenue
3. 16Travel suppliers’ use of alternative distribution models, such as direct distribution models, could adversely affect our business
4. 17Unless we maintain good relationships with our TPN and EGA partners and renew existing, or enter into new, partner agreements, we may be unable to expand our business, and our financial condition and results of operations may suffer
5. 18Our TPN and EGA partners could take actions that may harm our business
6. 19We may have disputes with our TPN and EGA Partners, and they may refuse to implement our strategies or seek to terminate their agreements with us if the brands’ performance is worse than they expected

Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business

1. 20Our ability to identify, hire and retain senior management and other qualified personnel is critical to our results of operations and future growth
2. 21Any unionizing efforts by employees could have an adverse effect on our business, financial condition, results of operations and prospects
3. 22We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to fund our operations
4. 23We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strategy
5. 24significant amount of our management’s attention that would otherwise be focused on the ongoing operation of our business
6. 25The Merger with CWT may cause our financial results to differ from our expectations or the expectations of the investment community, we may not achieve the anticipated benefits of the Merger, and the Merger may disrupt our current plans or operations
7. 26Any due diligence conducted by us in connection with a potential acquisition may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations
8. 27Our most material underfunded pension benefit obligation is to certain of our employees and retirees in the U.K., under which we have funding obligations. We also have underfunded and/or unfunded pension and other postretirement benefit obligations in Germany, Switzerland, Mexico, Italy and Taiwan
9. 28plans, see note 14 - Employee Benefit Plans to our consolidated financial statements included elsewhere in this Annual Report

Risks Relating to Intellectual Property, Information Technology, Data Security and Privacy

1. 29Any termination of the A&R Trademark License Agreement for rights to the American Express trademarks used in our business, including failure to renew the license upon expiration, could adversely affect our business and results of operations
2. 30Any failure to maintain or enhance the reputation of our brands, including the brands in which we use the licensed American Express trademarks, could adversely affect our business and results of operations
3. 31Our commitments under, and limitations imposed by, the A&R Trademark License Agreement for rights to the American Express trademarks used in our business, could adversely affect our business and result of operations
4. 32If we fail to develop new and innovative technologies or enhance our existing technologies and grow our systems and infrastructure in response to changing client demands and rapid technological change, our business may suffer
5. 33Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability
6. 34We rely on IT systems to service our clients and enable transactions to be processed on our platforms
7. 35ability to protect the data of our users, other clients, employees and business partners and/or our intellectual property or other data, or reductions in our ability to provide some or all of our services
8. 36Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation
9. 37Our processing, storage, use and disclosure of personal data, including of travelers and our employees, exposes us to risks stemming from possible failure to comply with governmental law and regulation and other legal obligations
10. 38Our failure to adequately protect our intellectual property, and claims of infringement against us, may negatively impact our ability to compete effectively against competitors in our industry

Risks Relating to Regulatory, Tax and Litigation Matters

1. 39We are subject to taxes in many jurisdictions globally and changes in local tax laws could result in adverse tax consequences to us
2. 40We may be subject to foreign investment and exchange risks that could lead to significant changes in our reported financial results
3. 41Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability and limit our cash available to fund our growth strategy
4. 42Our business is subject to regulation in the United States and the other jurisdictions in which we operate, and any failure to comply with such regulations or any changes in such regulations could adversely affect us
5. 43Our international operations are also subject to local government laws, regulations and procurement policies and practices which may differ from U.S. government regulations
6. 44material adverse effect on our business, financial condition or results of operations. See “— Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business”
7. 45Our reported results of operations may be adversely affected by changes in accounting principles generally accepted in the United States
8. 46We are and, from time to time we may be, involved in legal proceedings and may experience unfavorable outcomes, which could affect our business and results of operations

Risks Relating to Our Organization and Structure

1. 47We conduct certain of our operations through joint ventures. Disagreements with our partners could adversely affect our interest in the joint ventures
2. 48The classification of the Board may have anti-takeover effects, including discouraging, delaying or preventing a change of control
3. 49Delaware law, our Certificate of Incorporation and our Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of holders of Common Stock to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
4. 50American Express’s exemption from certain transfer restrictions could significantly impair our and our other stockholders’ interests. For example, following the occurrence of an Amex Exit Condition, American Express could transfer shares to one of our competitors, which could undermine our competitive position

Risks Relating to Our Securities

1. 51The market price of our Common Stock may be volatile and could decline significantly
2. 52Our failure to maintain effective internal controls over financial reporting could harm us
3. 53Future issuances of Common Stock or rights to purchase Common Stock, including pursuant to our equity incentive plan, in connection with acquisitions or otherwise, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall
4. 54The interests of our largest stockholders may not always coincide with our interests or the interests of our other stockholders, and may result in conflicts of interest
5. 55Our Common Stock is and will be subordinate to all of our existing and future indebtedness, our Class A-1 Preferred Stock and Class B-1 Preferred Stock and any preferred stock issued in the future, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries