TripAdvisor 2014 Annual Report Download - page 101

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Letters of Credit
As of December 31, 2014, we have issued unused letters of credit totaling $1 million, related to our property leases.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K of the SEC, that have,
or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital
expenditures or capital resources at December 31, 2014.
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 the Company and its 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 could have a material adverse effect on us.
NOTE 13: EMPLOYEE BENEFIT PLANS
Retirement Savings Plan
The TripAdvisor Retirement Savings Plan (the “401(k) Plan”), qualifies under Section 401(k) of the Internal Revenue Code.
The 401(k) Plan allows participating employees, most of our U.S. employees, to make contributions of a specified percentage of their
eligible compensation. Participating employees may contribute up to 50% of their eligible salary on a pre-tax basis, but not more than
statutory limits. Employee-participants age 50 and over may also contribute an additional amount of their salary on a pre-tax tax basis
up to the IRS Catch-Up Provision Limit. Employees may also contribute into the 401(k) Plan on an after-tax basis up to an annual
maximum of 10%. The 401(k) Plan has an automatic enrollment feature at 3% pre-tax. We match 50% of the first 6% of employee
contributions to the plan for a maximum employer contribution of 3% of a participant’s eligible earnings. The “catch up
contributions”, are not eligible for employer matching contributions. The matching contributions portion of an employee’s account,
vests after two years of service. Effective June 8, 2012 the 401(k) Plan permits certain after-tax Roth 401(k) contributions.
Additionally, at the end of the 401 (k) Plan year, we make a discretionary matching contribution to eligible participants. This
additional discretionary matching employer contribution referred to as “true up” is limited to match only contributions up to 3% of
eligible compensation.
We also have various defined contribution plans for our international employees. Our contribution to the 401(k) Plan and our
international defined contribution plans was $5 million, $5 million, and $3 million for the years ended December 31, 2014, 2013 and
2012, respectively.
TripAdvisor, Inc. Deferred Compensation Plan for Non-Employee Directors
On December 20, 2011, the TripAdvisor, Inc. Deferred Compensation Plan for Non-Employee Directors (the “Plan”) became
effective. Under the Plan, eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the
purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees
would otherwise be payable, or (ii) credited to a cash fund. The cash fund will be credited with interest at an annual rate equal to the
weighted average prime or base lending rate of a financial institution selected in accordance with the terms of the Plan and applicable
law. Upon termination of service as a director of TripAdvisor, a director will receive (i) with respect to share units, such number of
shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment. Payments upon
termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the
deferral election.
Under the 2011 Incentive Plan, 100,000 shares of TripAdvisor common stock are available for issuance to non-employee
directors. From the inception of the Plan through December 31, 2014, a total of 557 shares have been reserved for such purpose.