TripAdvisor 2011 Annual Report Download - page 32

Table of Contents
Acquisitions and investments by us could result in operating and financial difficulties.
We have acquired a number of businesses in the past, and our future growth may depend, in part, on future acquisitions, any of which
could be material to our financial condition and results of operations. Certain financial and operational risks related to acquisitions that may have
a material impact on our business are:
Moreover, we rely heavily on the representations and warranties provided to us by the sellers of acquired companies, including as they
relate to creation, ownership and rights in intellectual property and compliance with laws and contractual requirements. Our failure to address
these risks or other problems encountered in connection with past or future acquisitions and investments could cause us to fail to realize the
anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business generally.
We may be unable to access capital when necessary or desirable.
The availability of funds depends in significant measure on capital markets and liquidity factors over which we have no control. In light of
periodic uncertainty in the capital and credit markets, there can be no assurance that sufficient financing will be available on desirable or even
any terms to fund investments, acquisitions, stock repurchases, dividends, debt refinancing or extraordinary actions or that counterparties in any
such financings would honor their contractual commitments.
Furthermore, we are also accumulating a greater portion of our cash flows in foreign jurisdictions than previously and the repatriation of
such funds for use in the United States, including for corporate purposes such as acquisitions, stock repurchases, dividends or debt refinancings,
may result in additional U.S. income tax expense.
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Use of cash resources and incurrence of debt and contingent liabilities in funding acquisitions may limit other potential uses of our
cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;
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Amortization expenses related to acquired intangible assets and other adverse accounting consequences;
• Expected and unexpected costs incurred in identifying and pursuing acquisitions, and performing due diligence on potential
acquisition targets that may or may not be successful;
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Diversion of management
’
s attention or other resources from our existing business;
• Difficulties and expenses in integrating the operations, products, technology, privacy protection systems, information systems or
personnel of the acquired company;
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Impairment of relationships with employees, suppliers and affiliates of our business and the acquired business;
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The assumption of known and unknown debt and liabilities of the acquired company;
• Failure of the acquired company to achieve anticipated traffic, revenues, earnings or cash flows or to retain key management or
employees;
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Failure to generate adequate returns on acquisitions and investments;
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Entrance into markets in which we have no direct prior experience and increased complexity in our business;
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Impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from acquisitions; and
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Adverse market reaction to acquisitions.