TripAdvisor 2013 Annual Report Download - page 63

future. Amounts assume that our existing debt is repaid at maturity and do not assume additional borrowings
or refinancings of existing debt. See “Note 8—Debt” in the notes to the consolidated and combined financial
statements for additional information on our Term Loan and Chinese Credit Facilities.
(2) Estimated future minimum rental payments for our future corporate headquarters in Needham, MA. See
discussion under “Office Lease Commitments” below.
(3) Excludes amounts already recorded on the consolidated balance sheet at December 31, 2013.
(4) Excluded from the table was $38 million of unrecognized tax benefits, including interest and penalties, that
we have recorded in other long-term liabilities for which we cannot make a reasonably reliable estimate of
the amount and period of payment. We estimate that none of these amounts will be paid within the next
twelve months.
(5) In connection with the Spin-Off, we assumed Expedia’s obligation to fund a charitable foundation. The
Board of Directors of the charitable foundation is currently comprised of Stephen Kaufer- President and
Chief Executive Officer, Julie M.B. Bradley-Chief Financial Officer and Seth J. Kalvert- Senior Vice
President, General Counsel and Secretary. Our obligation was calculated at 2.0% of OIBA in 2013. For a
discussion regarding OIBA see “Note 16—Segment Information” in the notes to the consolidated and
combined financial statements. This future commitment has been excluded from the table above.
(6) Excludes spending on anticipated leasehold improvements on our Needham, Massachusetts lease, including
design, development, construction costs, and the purchase and installation of equipment, net of related
Landlord incentives, which we estimate will begin in the fourth quarter of 2014 thru the second quarter of
2015 and currently estimate will cost in the range of $35-$40 million.
Term Loan Facility Due 2016 and Revolving Credit Facility
On December 20, 2011, in connection with the Spin-Off, we entered into the Credit Agreement, which
provides $600 million of borrowing including:
• the Term Loan Facility, or Term Loan, in an aggregate principal amount of $400 million with a term of
five years due December 2016; and
• the Revolving Credit Facility in an aggregate principal amount of $200 million available in U.S.
dollars, Euros and British pound sterling with a term of five years expiring December 2016.
The Term Loan and any loans under the Revolving Credit Facility bear interest by reference to a base rate or
a Eurocurrency rate, in either case plus an applicable margin based on our leverage ratio. We are also required to
pay a quarterly commitment fee, on the average daily unused portion of the Revolving Credit Facility for each
fiscal quarter and fees in connection with the issuance of letters of credit. The Term Loan and loans under the
Revolving Credit Facility currently bear interest at LIBOR plus 150 basis points, or the Eurocurrency Spread, or
the alternate base rate (“ABR”) plus 50 basis points, and undrawn amounts are currently subject to a commitment
fee of 22.5 basis points.
As of December 31, 2013 we are using a one-month interest period Eurocurrency Spread which is
approximately 1.7% per annum. Interest is currently payable on a monthly basis while we are borrowing under
the one-month interest rate period. The current interest rates are based on current assumptions, leverage and
LIBOR rates and do not take into account that rates will reset periodically. A 25 basis point change in the interest
rate on the current Term Loan balance would result in an increase or decrease to interest expense of
approximately $0.9 million per annum.
The Revolving Credit Facility includes $40 million of borrowing capacity available for letters of credit and
$40 million for borrowings on same-day notice. As of December 31, 2013 there are no outstanding borrowings
under our Revolving Credit Facility.
Prepayments
We may voluntarily repay any outstanding borrowing under the Credit Agreement at any time without
premium or penalty, other than customary breakage costs with respect to Eurocurrency loans.
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