TripAdvisor 2013 Annual Report Download - page 107

subsidiaries, subject to certain exceptions for subsidiaries that are controlled foreign corporations, foreign
subsidiaries in jurisdictions where applicable law would otherwise be violated, and non-material subsidiaries.
Covenants
The Credit Agreement contains a number of covenants that, among other things, restrict our ability to: incur
additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or
consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances,
prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with
affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year.
The Credit Agreement also requires us to maintain a maximum leverage ratio and a minimum cash interest
coverage ratio, and contains certain customary affirmative covenants and events of default, including a change of
control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various
actions, including the acceleration of all amounts due under Credit Agreement and all actions permitted to be
taken by a secured creditor.
As of December 31, 2013 we believe we are in compliance with all of our debt covenants.
Chinese Credit Facilities
In addition to our borrowings under the Credit Agreement, we maintain our Chinese Credit Facilities. As of
December 31, 2013 and December 31, 2012, we had short-term borrowings outstanding of $28.5 million and
$32.1 million, respectively.
Certain of our Chinese subsidiaries entered into a RMB 138,600,000 (approximately $22 million), one-year
revolving credit facility with Bank of America (the “Chinese Credit Facility—BOA”) that is currently subject to
review on a periodic basis with no-specific expiration period. During the third quarter of 2012, this credit line
was increased to RMB 189,000,000 (approximately $30 million). During the year ended December 31, 2013, we
made a payment inclusive of interest of RMB 68,283,570 (approximately $10.9 million). We currently have
$12.7 million of outstanding borrowings from the Chinese Credit Facility—BOA as of December 31, 2013. Our
Chinese Credit Facility—BOA currently bears interest at a rate based on 100% of the People’s Bank of China’s
base rate and was 5.6% as of December 31, 2013.
In addition, during April 2012, certain of our Chinese subsidiaries entered into a RMB 125,000,000
(approximately $20 million) one-year revolving credit facility with J.P. Morgan Chase Bank (“Chinese Credit
Facility-JPM”). This credit facility was renewed for an additional year in April 2013. During the year ended
December 31, 2013, we made a payment inclusive of interest of RMB 24,281,546 (approximately $3.9 million).
We currently have $15.8 million of outstanding borrowings from the Chinese Credit Facility—JPM as of
December 31, 2013. Our Chinese Credit Facility—JPM currently bears interest at a rate based on 100% of the
People’s Bank of China’s base rate and was 5.6% as of December 31, 2013.
NOTE 9: INCOME TAXES
The following table presents a summary of our domestic and foreign income before income taxes:
Year Ended December 31,
2013 2012 2011
(In thousands)
Domestic ....................................................... $129,452 $133,361 $121,100
Foreign ........................................................ 155,250 148,614 150,794
Total .......................................................... $284,702 $281,975 $271,894
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