TripAdvisor 2012 Annual Report Download - page 33

In addition, a sale or disposition of the stock of Expedia or our stock by certain persons that own 5% or
more of any class of our stock could disqualify the tax free status of the Spin-Off. Liberty Interactive Corporation
and its affiliates own stock of TripAdvisor representing 56.6% by vote and 21.7% beneficial ownership.
Accordingly, in evaluating our ability to engage in certain transactions involving our equity securities, it is
possible that Expedia and we will need to take into account the activities of Liberty Interactive Corporation and
its affiliates.
We rely on information technology to operate our business and maintain competitiveness, and any failure to
adapt to technological developments or industry trends could harm our businesses.
We depend on the use of sophisticated information technologies and systems. As our operations grow in size
and scope, we must continuously improve and upgrade our systems and infrastructure while maintaining or
improving the reliability and integrity of our systems and infrastructure. Our future success also depends on our
ability to adapt our services and infrastructure to meet rapidly evolving consumer trends and demands while
continuing to improve the performance, features and reliability of our services in response to competitive service
and product offerings. The emergence of alternative platforms such as smartphone and tablet computing devices
and the emergence of niche competitors who may be able to optimize products, services or strategies for such
platforms will require new investment in technology. New developments in other areas, such as cloud computing,
could also make it easier for competition to enter our markets due to lower up-front technology costs. In addition,
we may not be able to maintain our existing systems or replace or introduce new technologies and systems as
quickly as we would like or in a cost-effective manner.
If we fail to manage our growth effectively, our brand, results of operations and business could be harmed.
We have experienced rapid growth in our headcount and operations, which places substantial demands on
management and our operational infrastructure. We intend to make substantial investments in our technology,
sales and marketing and community management organizations. As we continue to grow, we must effectively
integrate, develop and motivate a large number of new employees, including employees in international markets,
while maintaining the beneficial aspects of our company culture. If we do not manage the growth of our business
and operations effectively, the quality of our platform and efficiency of our operations could suffer, which could
harm our brand, results of operations and business.
Our international operations involve additional risks and our exposure to these risks will increase as our
business expands globally.
We operate in a number of jurisdictions outside of the United States and intend to continue to expand our
international operations. To achieve widespread acceptance in new countries and markets, we must continue to
tailor our services and business model to the unique circumstances of such countries and markets, which can be
difficult, costly and divert management and personnel resources. Failure to adapt practices and models
effectively to each country into which we expand could slow our international growth.
We have businesses operating in China, which create particular risks and uncertainties relating to the laws in
China. We operate in China under the brands daodao.com and kuxun.cn. The success of these businesses, and of
any future investments in China, is subject to risks and uncertainties regarding the application, development and
interpretation of China’s laws and regulations.
The laws and regulations of China restrict foreign investment in areas including air-ticketing and travel
agency services, Internet content provision, mobile communication and related businesses. Although we have
established effective control of our Chinese businesses through a series of agreements, future developments in
the interpretation or enforcement of Chinese laws and regulations or a dispute relating to these agreements could
restrict our ability to operate or restructure these businesses or to engage in strategic transactions.
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