TripAdvisor 2013 Annual Report Download - page 46

Dividends
We have never declared or paid dividends and do not expect to pay any dividends for the foreseeable future.
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, 2013, 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
In February 2013, we announced that our Board of Directors authorized the repurchase of $250 million of
shares of our 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 date but may be suspended or terminated by the Board of Directors at any time. 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.
During the three months ended December 31, 2013, we repurchased 37,000 shares of outstanding common
stock under the share repurchase program at an average price of $78.35 per share. Below is a summary of our
common stock repurchases during the fourth quarter of 2013, the average price paid as well as the U.S. dollar
value of shares that may still be purchased as of December 31, 2013:
Period
Total
Number
of Shares
Purchased
Average
Price
Paid per
Share (1)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
October 1 to October 31 .................. 37,000 $78.35 37,000 $104,779,230
November 1 to November 30 .............. — — — 104,779,230
December 1 to December 31 ............... — — — 104,779,230
Total ............................. 37,000 37,000
(1) These amounts include fees and commissions associated with the share repurchase.
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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