Priceline 2014 Annual Report Download - page 26

Our ability to make payments of principal of and interest on our indebtedness depends upon our future performance, which will be
subject to general economic conditions, industry cycles and financial, business and other factors affecting our consolidated results of operations
and financial condition, many of which are beyond our control. Further, we may not have access to equity or debt markets or other sources of
financing, or such financing may not be available to us on commercially reasonable terms, to repay or refinance our debt as it comes due or, in
the case of our convertible notes, upon conversion. If we are unable to generate sufficient cash flow from our U.S. operations in the future to
service our debt, we may be required to, among other things, repatriate funds to the United States at substantial tax cost.
We are dependent on providers of accommodations, rental cars and airline tickets and on restaurants.
We rely on providers of accommodations, rental cars and airline tickets and on restaurants to make their services available to consumers
through us. Our arrangements with travel service providers generally do not require them to make available any specific quantity of
accommodation reservations, rental cars or airline tickets, or to make accommodation reservations, rental cars or airline tickets available in any
geographic area, for any particular route or at any particular price. Similarly, our arrangements with restaurants generally do not require them to
provide all of their available tables and reservations to customers through us. During the course of our business, we are in continuous dialog with
our major travel service providers about the nature and extent of their participation in our services. A significant reduction on the part of any of
our major travel service providers or providers that are particularly popular with consumers in their participation in our services for a sustained
period of time or their complete withdrawal could have a material adverse effect on our business, market share and results of operations. To the
extent any of those major or popular travel service providers ceased to participate in our services in favor of one of our competitors' systems or
decided to require consumers to purchase services directly from them, our business, market share and results of operations could be harmed.
Further, as consolidation among travel service providers increases, the potential adverse effect of a decision by any particular significant travel
service provider (such as a large hotel chain, airline or rental car company) to withdraw from or reduce its participation in our services also
increases. To the extent restaurants limit the availability of reservations through OpenTable, consumers may not continue to use our services
and/or our revenues could be adversely affected, especially if reservations during highly desirable times on high volume days are not made
available through us.
Further, KAYAK, a meta-search service, depends on access to information related to travel service pricing, schedules, availability and
other related information from OTAs and travel service providers to attract consumers. To obtain this information, KAYAK maintains
relationships with travel service providers and OTAs. Many of KAYAK's agreements with travel service providers and OTAs are short-term
agreements that may be terminated on 30 days' notice. To the extent OTAs or travel service providers no longer provide such information to
KAYAK, KAYAK's ability to provide comprehensive travel service information to consumers could be diminished and its brand, business and
results of operations could be harmed. To the extent consumers do not view KAYAK as a reliable source of comprehensive travel service
information, fewer consumers would likely visit its websites, which would also likely have a negative impact on KAYAK's advertising revenue
and results of operations. In addition, if travel service providers or OTAs choose not to advertise with KAYAK or choose to reduce or eliminate
the fees paid to KAYAK for referrals from query results, KAYAK's results of operations could be adversely affected.
We rely on the performance of highly skilled personnel; and, if we are unable to retain or motivate key personnel or hire, retain and
motivate qualified personnel, our business would be harmed.
Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our
continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. In particular, the
contributions of certain key senior management in the United States, Europe and Asia are critical to the overall management of our business. We
may not be able to retain the services of any members of our senior management or other key employees, the loss of whom could harm our
business.
In addition, competition for well-qualified employees in all aspects of our business, including software engineers, mobile
communication talent and other technology professionals, is intense both in the United States and abroad. Our international success in particular
has led to increased efforts by our competitors and others to hire our international employees. Our continued ability to compete effectively
depends on our ability to attract new employees and to retain and motivate existing employees. If we do not succeed in attracting well-qualified
employees or retaining and motivating existing employees, our business would be adversely affected. We do not maintain any key person life
insurance policies.
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• decreased ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases or other
general corporate purposes; and
•
decreased flexibility when planning for or reacting to changes in our business and industry.