TripAdvisor 2012 Annual Report Download - page 41

• Prohibit our stockholders from filling board vacancies or calling special stockholder meetings.
We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which may
prohibit certain business combinations with stockholders owning 15% or more of our outstanding voting stock.
These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more
difficult for stockholders or potential acquirers to obtain control of our Board of Directors or initiate actions that
are opposed by our then-current Board of Directors, including a merger, tender offer or proxy contest involving
our company. Any delay or prevention of a change of control transaction or changes in our Board of Directors
could cause the market price of our common stock to decline.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We lease approximately 119,000 square feet for our corporate headquarters in Newton, Massachusetts,
pursuant to a lease with an expiration date of April 2015.
We also lease an aggregate of approximately 144,000 square feet at 21 other locations across
North America, Europe and Asia Pacific, primarily for our international management teams, sales offices, and
subsidiary headquarters, pursuant to leases with expiration dates through June 2023.
We believe that our current facilities are adequate for our current operations and that additional leased space
can be obtained on reasonable terms if needed. We do not own any real estate as of December 31, 2012.
Item 3. Legal Proceedings
In the ordinary course of business, we and our subsidiaries are parties to legal proceedings and claims
involving alleged infringement of third-party intellectual property rights, defamation, and other claims. Rules of
the SEC require the description of material pending legal proceedings, other than ordinary, routine litigation
incident to the registrant’s business, and advise that proceedings ordinarily need not be described if they
primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10%
of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of management,
none of the pending litigation matters that TripAdvisor and our subsidiaries are defending involves or is likely to
involve amounts of that magnitude. There may be claims or actions pending or threatened against us of which we
are currently not aware and the ultimate disposition of which would have a material adverse effect on us.
Item 4. Mine Safety Disclosures
Not applicable.
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