Expedia 2012 Annual Report Download - page 25

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• Changes in expectations as to our future financial performance, including financial estimates by
securities analysts and investors;
• Rating agency credit rating actions or pronouncements;
• Reaction to our earnings releases and conference calls, or presentations by executives at investor and
industry conferences;
• Changes in our capital structure;
• Changes in market valuations of other internet or online service companies;
• Changes in search industry dynamics, such as key word pricing and traffic, which may be more
pronounced without the offsetting benefits enjoyed by our former TripAdvisor businesses;
• Announcements of dividends or changes in the amount or frequency of our dividends;
• Announcements of technological innovations or new services by us or our competitors;
• Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships,
joint ventures or capital commitments;
• Loss of a major travel supplier, such as an airline or hotel chain;
• Changes in the status of our intellectual property rights;
• Lack of success in the expansion of our business model geographically;
• Significant claims or proceedings against us or adverse developments or decisions in pending
proceedings;
• Additions or departures of key personnel;
• Rumors or public speculation about any of the above factors; and
• Price and volume fluctuations in the stock markets in general.
Volatility in our stock price could also make us less attractive to certain investors, and/or invite speculative
trading in our common stock or debt instruments.
We may experience constraints in our liquidity and may be unable to access capital when necessary or
desirable, either of which could harm our financial position.
We are accumulating a greater portion of our cash flows in foreign jurisdictions than previously and any
repatriation of such funds for use in the United States, including for corporate purposes such as acquisitions,
stock repurchases, dividends or debt refinancings, would likely result in additional U.S. income tax expense. In
addition, we have experienced, and may experience in the future, declines in seasonal liquidity and capital
provided by our merchant hotel business, which has historically provided a meaningful portion of our operating
cash flow and is dependent on several factors, including the rate of growth of our merchant hotel business and the
relative growth of businesses which consume rather than generate working capital, such as our agency hotel,
advertising and managed corporate travel businesses and payment terms with suppliers. We have also started
introducing our ETP initiative, which, depending on adoption rates and customer behavior, could result in a
significant shift to agency hotel transactions and therefore may negatively impact our near term working capital
cash balances, cash flow over time and liquidity.
The availability of funds depends in significant measure on capital markets and liquidity factors over which
we exert no control. In light of periodic uncertainty in the capital and credit markets, we can provide 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 our counterparties in
any such financings would honor their contractual commitments. In addition, any downgrade of our debt ratings
by Standard & Poor’s, Moody’s Investor Service or similar ratings agencies, increases in general interest rate
levels and credit spreads or overall weakening in the credit markets could increase our cost of capital.
19