TripAdvisor 2012 Annual Report Download - page 44
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Holders of Record
As of February 8, 2013, there were 130,105,917 outstanding shares of our common stock held by 3,170
stockholders of record, and 12,799,999 outstanding shares of our Class B common stock held by one stockholder of
record.
Dividends
We have never declared or paid dividends. Our ability to pay dividends is limited by the terms of a credit
agreement, dated as of December 20, 2011, that provides for a revolving credit facility and a term loan. Any future
determination as to the declaration and payment of dividends, if any, will be at the discretion of our Board of Directors
and will depend on then-existing conditions, including our financial condition, operating results, contractual
restrictions, capital requirements, business prospects and other factors our Board of Directors may deem relevant.
Unregistered Sales of Equity Securities
During the year ended December 31, 2012, we did not issue or sell any shares of our common stock or other
equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration
requirements of the Securities Act.
Issuer Purchases of Equity Securities
Our Board of Directors did not authorize the repurchase of any shares during the year ended December 31,
2012. In February 2013, we announced that our Board of Directors authorized the repurchase of $250 million of
our shares of common stock under a share repurchase program. We intend to use available cash and future cash
from operations to fund repurchases under the share repurchase program. The repurchase program has no
expiration but may be suspended or terminated by the Board of Directors at any time. The Executive Committee
of our Board of Directors will determine the price, timing, amount and method of such repurchases based on its
evaluation of market conditions and other factors, and any shares repurchased will be in compliance with
applicable legal requirements, at prices determined to be attractive and in the best interests of both the company
and its stockholders.
Equity Compensation Plan Information
Our equity plan information required by this item is incorporated by reference to the information in Part III,
Item 12 of this Annual Report on Form 10-K.
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