TripAdvisor 2014 Annual Report Download - page 73

Download and view the complete annual report

Please find page 73 of the 2014 TripAdvisor annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 172

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172

63
TRIPADVISOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION
We refer to TripAdvisor, Inc. and our wholly-owned subsidiaries as “TripAdvisor,” “the Company,” “us,” “we” and “our” in
these notes to the consolidated financial statements.
During 2011, Expedia announced its plan to separate into two independent public companies in order to better achieve certain
strategic objectives of its various businesses. On December 20, 2011 Expedia completed the spin-off of TripAdvisor into a separate
publicly traded Delaware corporation. We refer to this transaction as the “Spin-Off.” TripAdvisor’s common stock began trading on
the NASDAQ as an independent public company on December 21, 2011 under the trading symbol “TRIP.”
On December 11, 2012, Liberty Interactive Corporation, or Liberty, purchased an aggregate of 4,799,848 shares of common
stock of TripAdvisor from Barry Diller, our former Chairman of the Board of Directors and Senior Executive, and certain of his
affiliates (the “Stock Purchase”). As a result, Liberty beneficially owned 18,159,752 shares of our common stock and 12,799,999
shares of our Class B common stock.
On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock held by Liberty was
indirectly acquired by Liberty TripAdvisor Holdings, Inc. (“LTRIP”) by means of a spin-off (the “Liberty Spin-Off”). In the Liberty
Spin-Off, Liberty, LTRIP’s former parent company, distributed, by means of a dividend, to the holders of its Liberty Ventures
common stock, Liberty’s entire equity interest in LTRIP. As a result of the Liberty Spin-Off, LTRIP became a separate, publicly
traded company and 100% of Liberty’s interest in TripAdvisor is now held by LTRIP.
As December 31, 2014, LTRIP beneficially owned 18,159,752 shares of our common stock and 12,799,999 shares of our Class
B common stock, which shares constitute 14.0% of the outstanding shares of Common Stock and 100% of the outstanding shares of
Class B Common Stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP
would beneficially own 21.7% of the outstanding common stock (calculated in accordance with Rule 13d-3). Because each share of
Class B common stock generally is entitled to ten votes per share and each share of common stock is entitled to one vote per share,
LTRIP may be deemed to beneficially own equity securities representing approximately 56.6% of our voting power.
Description of Business
TripAdvisor is an online travel company, empowering users to plan and book the perfect trip. TripAdvisor’s travel research
platform aggregates reviews and opinions of members about accommodations, destinations, activities and attractions, and restaurants,
throughout the world so that our users have access to trusted advice wherever their trip takes them. Our platform not only helps users
plan their trip with our unique user-generated content, but also enables users to compare real-time pricing and availability so that they
can book hotels, vacation rentals, flights, activities and attractions, and restaurants.
Our flagship brand is TripAdvisor. TripAdvisor-branded websites include tripadvisor.com in the United States and localized
versions of the website in 45 countries including in China under the brand daodao.com. In addition to the flagship TripAdvisor brand,
we manage and operate 24 other media brands, connected by the common goal of providing comprehensive travel planning resources
across the travel sector, which include; www.airfarewatchdog.com, www.bookingbuddy.com, www.cruisecritic.com,
www.everytrail.com, www.familyvacationcritic.com, www.flipkey.com, www.gateguru.com, www.holidaylettings.co.uk,
www.holidaywatchdog.com, www.independenttraveler.com, www.jetsetter.com, www.thefork.com (including www.lafourchette.com,
www.eltenedor.com and www.iens.nl), www.niumba.com, www.onetime.com, www.oyster.com, www.seatguru.com,
www.smartertravel.com, www.tingo.com, www.travelpod.com, www.tripbod.com, www.vacationhomerentals.com, www.viator.com,
www.virtualtourist.com, and www.kuxun.cn. For further description of our other travel brands see Item 1, Business.
We derive substantially all of our revenue through the sale of advertising, primarily through click-based advertising and, to a
lesser extent, display-based advertising. In addition, we earn revenue from a combination of subscription-based and transaction-based
offerings, including: Business Listings; subscription and commission-based offerings from our Vacation Rentals products; transaction
revenue from selling room nights through our Jetsetter and Tingo brands; selling destination activities from Viator; fulfilling online
restaurant reservations through Lafourchette; as well as other revenue including content licensing.