TripAdvisor 2015 Annual Report Download

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TRIPADVISOR, INC.
FORM 10-K
(Annual Report)
Filed 02/18/16 for the Period Ending 12/31/15
Address 400 1ST AVENUE
NEEDHAM, MA 02494
Telephone 781-800-5800
CIK 0001526520
Symbol TRIP
SIC Code 7370 - Computer Programming, Data Processing, And
Industry Recreational Activities
Sector Services
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2016, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    TRIPADVISOR, INC. FORM 10-K (Annual Report) Filed 02/18/16 for the Period Ending 12/31/15 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 400 1ST AVENUE NEEDHAM, MA 02494 781-800-5800 0001526520 TRIP 7370 - Computer Programming, Data Processing, And Recreational Activities ...

  • Page 2
    ... Needham, MA 02494 Registrant's telephone number, including area code: (781) 800-5000 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.001 par value Title of each class: Name of each exchange on which registered: The NASDAQ Stock Market LLC Securities...

  • Page 3
    ..., Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV...

  • Page 4
    ... of new information, future events or otherwise. Investors should also refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K as we file them with the U.S. Securities and Exchange Commission, or the SEC, and to other materials we may furnish to the public from...

  • Page 5
    ... monthly unique visitors during the year ended December 31, 2015, according to our internal log files. Our websites feature 320 million reviews and opinions on 6.2 million places to stay, places to eat and things to do - including 995,000 hotels and accommodations and 770,000 vacation rentals...

  • Page 6
    ... online travel agencies, or OTAs, and direct suppliers in the hotel, airline and cruise product categories. Click-based advertising is generally priced on a cost-per-click, or CPC, basis, with payments from advertisers based on the number of users who click on each type of link. CPC prices...

  • Page 7
    ... to online advertising opportunities. Our Key Strengths TripAdvisor-branded sites are comprehensive online resources for user-generated content on destinations, lodging, attractions and restaurants that help travelers plan and book the perfect trip. To help our users plan their trip, we currently...

  • Page 8
    ... we offer user reviews, photos, room tips, management questions and answers, maps, and filtering to enable users to find the best accommodation, attraction or restaurant for them. Investing in Traffic Growth. We believe that our travel products are excellent tools to help all travelers plan and book...

  • Page 9
    ... on a CPC basis. For the year ended December 31, 2015, our two most significant advertising partners, Expedia and Priceline (and their subsidiaries), each accounted for more than 10% of our total revenue and combined accounted for 46% of our total revenue. Our instant booking feature enables hotel...

  • Page 10
    ... in product and feature development, data management, personalization technologies, scalable infrastructures, networking, data warehousing, and search engine technologies. The TripAdvisor-branded websites are powered primarily using Java programming language. Our systems infrastructure, web and...

  • Page 11
    ... customers or shares of advertising expenditures. If Google, or any other leading search engines refer significant traffic to these or other travel services that they develop in the future, or otherwise favor supplier websites or other travel service websites over other online travel sites...

  • Page 12
    ... revenue, and the price we get paid per hotel shopper, all of which equates to revenue per hotel shopper. We use the term "hotel shoppers" to refer to visitors who view either a listing of hotels in a city or a specific hotel page. A significant percentage of our annual unique users are not hotel...

  • Page 13
    ... platform with a network of restaurant partners primarily across Europe and Australia. Lafourchette also offers management software solutions helping restaurants to maximize business by providing a flexible online booking, discount and data tool. We generate revenue primarily by charging a fee...

  • Page 14
    ... generate sales leads, customers, bookings, or revenue and profit on a cost-effective basis. If we are unable to provide value to our advertising partners, they will likely stop placing ads on our websites, which would harm our revenues and business. We cannot guarantee that our current advertisers...

  • Page 15
    ... Currently our instant booking feature is monetizing at a lower revenue per hotel shopper rate compared to our metasearch feature. While we expect to close this monetization gap, primarily by continuing to streamline our booking path to enhance user experience, persistently promoting the TripAdvisor...

  • Page 16
    ... from competitors, the increasing costs of supporting multiple brands, expansion into geographies and products where our brands are less well known, inflation in media pricing, and the continued emergence and relative traffic share growth of search engines as destination sites for travelers. Such...

  • Page 17
    ... in developing online commerce and facilitating Internet traffic as well as large client bases. We expect to face additional competition as other established and emerging companies enter the travel advertising market. Certain of the companies we do business with, including some of our click-based...

  • Page 18
    ... our websites and smartphone and tablet computing applications useful for travelers. Our competitors are continually developing innovations in online travel-related services and features. As a result, we are continually working to improve our business model and user experience in order to drive user...

  • Page 19
    ... vacation rental business, revenue is generated when owners and/or travelers pay us fees upon booking a transaction, owners or managers pay us fees to list and market vacation rental properties to users who visit the websites comprising our marketplace and property managers pay us fees for email and...

  • Page 20
    ... must effectively integrate, develop and motivate a large number of new employees, including employees in international markets, while maintaining the beneficial aspects of our company culture. If we do not manage the growth of our business and operations effectively, the quality of our platform and...

  • Page 21
    ... of new laws, rules and regulations applicable to us and our business, including those relating to the Internet and online commerce, Internet advertising, consumer protection, data security and privacy. Unfavorable changes could decrease demand for products and services, limit marketing methods...

  • Page 22
    ... Internet, online editorial and user-generated content, user privacy, data security, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of products and services. Our current business partner arrangements with third p arties, including Facebook...

  • Page 23
    .... On June 26, 2015, we entered into a new credit agreement with respect to a $1 billion five-year revolving credit facility. These arrangements include restrictive covenants that may impact the way we manage our business and may limit our ability to secure significant additional financing in...

  • Page 24
    ... the revolving credit facility. The agreements that govern the revolving credit facility contain various covenants, including those that limit our ability to, among other things Incur indebtedness; Pay dividends on, redeem or repurchase our capital stock; Enter into certain asset sale transactions...

  • Page 25
    ... our common stock of 25% of the members of our Board of Directors and matters as to which Delaware law requires separate class votes, including but not limited to, corporate transactions such as mergers, business combinations or dispositions of assets, the authorization or issuance of new equity or...

  • Page 26
    ... estimates or recommendations by securities analysts; Failure to meet market expectations; The announcement of new products or product enhancements by us or our competitors; Repurchases of our common stock pursuant to our share repurchase program which could also cause our stock price to be higher...

  • Page 27
    ... 40 other locations across North America, Europe and Asia Pacific, including New York, Boston, London, Beijing and Singapore, pursuant to leases with expiration dates through June 2027. These leases are primarily for our sales offices, subsidiary headquarters, and international management teams. We...

  • Page 28
    ... litigation incident to the registrant's business, and advise that proceedings ordinarily ...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 legal proceedings that TripAdvisor...

  • Page 29
    ... on NASDAQ under the ticker symbol "TRIP." On February 5, 2016, the closing price of our common stock reported on NASDAQ was $58.37 per share. Our Class B common stock is not listed and there is no established public trading market for that security. As of February 5, 2016, all of our Class B common...

  • Page 30
    ... Index, and (iii) the Research Data Group ("RDG") Internet Composite Index. The RDG Internet Composite Index is an index of stocks representing the Internet industry, including Internet software and service companies and e-commerce companies. The stock price performance shown on the graph below is...

  • Page 31
    ... 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 June 26, 2015, that provides for a revolving credit facility. See "Management's Discussion and Analysis of...

  • Page 32
    ...-GAAP financial measure, within this Annual Report on Form 10-K. Adjusted EBITDA is the primary metric by which management evaluates the performance of our business and on which internal budgets and forecasts are based. We define 2015 2014 Year Ended December 31, 2013 (in millions) 2012...

  • Page 33
    ...-branded websites reached 350 million average monthly unique visitors during the year ended December 31, 2015, according to our internal log files. We currently feature 320 million reviews and opinions on 6.2 million places to stay, places to eat and things to do - including 995,000 hotels...

  • Page 34
    ...2013, according to our internal log files. The increase in hotel shoppers for the year ended December 31, 2015 is primarily due to success in our online marketing strategy, a growing number of hotel shoppers visiting our websites on mobile devices, as well as favorable comparatives for search engine...

  • Page 35
    ... 32% year-over-year, according to our internal log files. We anticipate that the rate of growth in mobile visitors will continue to exceed the growth rate of our overall unique monthly visitors, and that an increasing proportion of users will use mobile devices to access the full range of services...

  • Page 36
    ... are the place to come "plan, compare and book" their trip. Our websites globally reached 350 million average monthly unique visitors during the year ended December 31, 2015, according to our internal log files. With 320 million reviews and opinions on 6.2 million places to stay, places to eat and...

  • Page 37
    ... in this growing platform to help us maintain and grow our user base, engagement and monetization over the long term. Segments We have two reportable segments: Hotel and Other. Our Other segment consists of three operating segments: Attractions, Restaurants and Vacation Rentals. Our operating...

  • Page 38
    ... of Operations Selected Financial Data (in millions, except per share data) Revenue Costs and expenses: Cost of revenue (1) Selling and marketing (2) Technology and content (2) General and administrative (2)(3) Depreciation Amortization of intangible assets Total costs and expenses Operating...

  • Page 39
    ...based advertising. In addition, we earn revenue from a combination of: subscription-based and transaction-based offerings from our Business Listings products; subscription and commission-based offerings from our Vacation Rentals products; room reservations sold through our Jetsetter and Tingo brands...

  • Page 40
    ... in 2013 had a minimal impact on our revenue. If we had translated revenue for the year ended December 31, 2014 using the prior year's quarter to date average exchange rates for our settlement currencies other than the U.S. dollar, we estimate our total revenue and click-based advertising revenue...

  • Page 41
    ... during the year ended December 31, 2014 when compared to the same period in 2013, due to an increase in revenue, offset primarily by increased personnel and overhead costs, search engine marketing, or SEM costs, and other online traffic acquisition costs, and TV advertising. Our Hotel segment...

  • Page 42
    ... location of our websites: Year ended December 31, % Change Revenue by geographic region: North America (1) EMEA (2) APAC (3) LATAM (4) Total 2015 $ $ 775 473 172 72 1,492 $ $ 2014 (in millions) 2013 2015 vs 2014 2014...

  • Page 43
    ... increased data center costs, driven by higher site traffic; increased merchant credit card and transaction fees, driven by additional transaction costs from our 2014 business acquisitions and free-to-list growth in our Vacation Rental business; and customer support costs. In total, our Attraction...

  • Page 44
    ... costs from increased headcount to support business growth, including international expansion and enhanced site features, as well as additional personnel costs related to employees joining us through business acquisitions and also increased stock-based compensation costs. In total, our Attraction...

  • Page 45
    ... software and website development costs and depreciation on our corporate headquarters building. Amortization of Intangible Assets Amortization consists of the amortization of purchased definite-lived intangibles. Year ended December 31, 2014 (in millions) 2015 2013 Amortization...

  • Page 46
    ... and premiums on our marketable securities, net foreign exchange gains and losses, and gains and losses on sales of our marketable securities and sale of businesses. Year ended December 31, 2015 Interest income and other, net 2015 vs. 2014 $ 17 $ 2014 (in millions) 2013...

  • Page 47
    ... information on our 2015 Credit Facility and Chinese Credit Facilities. Estimated future minimum rental payments under operating leases with non-cancelable lease terms, including our corporate headquarters lease in Needham, MA. See discussion under "Office Lease Commitments" below. Excluded...

  • Page 48
    ... Facility - JPM. Office Lease Commitments In June 2013, TripAdvisor LLC ("TA LLC"), our indirect, wholly owned subsidiary, entered into a lease, for a new corporate headquarters (the "Lease"). Pursuant to the Lease, the landlord built an approximately 280,000 square foot rental building in Needham...

  • Page 49
    ... other locations across North America, Europe and Asia Pacific, in cities such as, New York, Boston, London, and Beijing, primarily for our sales offices, subsidiary headquarters, and international management teams, pursuant to leases with expiration dates through June 2027. As of December 31, 2015...

  • Page 50
    ... our 2015 Credit Facility of $287 million, incremental excess tax benefits related to stock-based compensation of $16 million, and receipts of $12 million in lease incentive payments related to our corporate headquarters building financing obligation. 2014 vs. 2013 Operating Activities For the year...

  • Page 51
    ... borrowings on our Chinese Credit Facilities in 2014, and payments of $145 million for common stock share repurchases under our authorized share repurchase program in 2013, which did not reoccur in 2014. This was offset by a reduction in proceeds from the exercise of our stock options of $21 million...

  • Page 52
    ...comparable revenue and/or operating income multiples. Further, when measuring fair value based on discounted cash flows, we make assumptions about risk-adjusted discount rates, rates of increase in revenue, cost of revenue, and operating expenses, weighted average cost of capital, rates of long-term...

  • Page 53
    ...access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) comparison of our current financial performance to historical and budgeted results, and (f) changes in excess market capitalization over book value based on our common stock price and other market...

  • Page 54
    ... the 2011 Incentive Plan to date, have been calculated using a Black-Scholes Merton option-pricing model ("Black-Scholes model"). The Black-Scholes model incorporates assumptions to value stock-based awards, which includes the risk-free rate of return, expected volatility, expected term and expected...

  • Page 55
    ... the year ended December 31, 2015, we issued 1,016,626 of primarily service based RSUs under the 2011 Incentive Plan with a weighted average grant date fair value per option of $82.95. RSUs are measured at fair value based on the number of shares granted and the quoted price of our common stock at...

  • Page 56
    ...Rentals. We generate revenue from customers for online advertising services related to the listing of their properties for rent primarily on either a subscription basis over a fixed-term, or on a commission basis for transactions that are booked on our platform. Payments for term-based subscriptions...

  • Page 57
    ... from changes in interest rates for the years ended December 31, 2015, 2014 or 2013. Foreign Currency Exchange Rates We conduct business in certain international markets, primarily the European Union, the United Kingdom, Singapore, Australia and China. Because we operate in international markets, we...

  • Page 58
    ... exchange losses of $6 million, $11 million and $0 million for th e years ended December 31, 2015, 2014 and 2013, respectively, in interest income and other, net on our consolidated statements of operations. We currently manage our exposure to foreign currency risk through internally established...

  • Page 59
    ...Statements and Supplementary Data: Report of Independent Registered Public Accounting Firm - KPMG, LLP Report of Independent Registered Public Accounting Firm - Ernst & Young, LLP Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013 Consolidated Statements of...

  • Page 60
    ... also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), TripAdvisor, Inc.'s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the...

  • Page 61
    ... TripAdvisor, Inc. for the year ended December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public...

  • Page 62
    ... Net income TRIPADVISOR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) Year ended December 31, 2014 2015 1,492 58...website development costs included in depreciation (2) Includes stock-based compensation expense as follows: Selling and marketing...

  • Page 63
    ...of business included in total other income (expense), net (Note 3) Total other comprehensive (loss) income Comprehensive income (1) 2015 198 $ (33) Year ended December 31, 2014 226 31 31) 195 $ 2013 205 1 - 1 206 1 (32) 166 $ Foreign currency...

  • Page 64
    TRIPADVISOR, INC. CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) December 31, 2015 December 31, 2014 ASSETS Current assets: Cash and cash equivalents (Note 5) Short-term marketable securities (Note 5) Accounts receivable, net of allowance for doubtful accounts of $6 ...

  • Page 65
    ... to exercise of options and vesting of RSUs Tax benefits on equity awards, net Minimum withholding taxes on net share settlements of equity awards Fair value of stock options assumed in connection with acquisition Stock-based compensation Other Balance as of December 31, 2014 Net income Other...

  • Page 66
    ... revolving credit facility Proceeds from exercise of stock options Payment of minimum withholding taxes on net share settlements of equity awards Excess tax benefits from stock-based compensation Other financing activities, net Net cash used in financing activities Effect of exchange rate changes on...

  • Page 67
    ... 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 destinations, accommodations, activities and attractions, and restaurants...

  • Page 68
    ...from click-through fees after the traveler makes the click-through to the travel partners' websites. Instant booking commission revenue is also included in click-based advertising revenue and is recorded at the time a traveler books a hotel transaction on our site where we do not assume cancellation...

  • Page 69
    ... certain customer support personnel who are directly involved in revenue generation. Selling and Marketing Sales and marketing expenses primarily consist of direct costs, including SEM and other online traffic acquisition costs, syndication costs and affiliate program commissions, brand advertising...

  • Page 70
    ...-term. We classify our marketable equity securities, limited to money market funds and mutual funds, as either short-term or long-term based on the nature of each security and its availability for use in current operations. Our marketable debt and equity securities are carried at fair value, with...

  • Page 71
    ... the application development stage related to the development of websites and internal use software when it is probable the project will be completed and the software will be used as intended. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management...

  • Page 72
    ...access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) comparison of our current financial performance to historical and budgeted results, and (f) changes in excess market capitalization over book value based on our common stock price and other market...

  • Page 73
    ... our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) comparison of our current financial performance to historical and budgeted results, (f) changes in excess market capitalization over book value based on our common stock price, and...

  • Page 74
    ... estimated grant-date fair value of stock options is calculated using a Black-Scholes Merton option-pricing model ("Black-Scholes model"). The BlackScholes model incorporates assumptions to value stock-based awards, which includes the risk-free rate of return, expected volatility, expected term and...

  • Page 75
    ... with high credit standing. Our business is also subject to certain risks due to concentrations related to dependence on our relationships with our customers. For the years ended December 31, 2015, 2014 and 2013 our two most significant advertising partners, Expedia and Priceline, each accounted for...

  • Page 76
    ... average unrecognized compensation cost during the period and any tax benefits credited upon exercise to additional paid-in-capital. The treasury stock method assumes that a company uses the proceeds from the exercise of an award to repurchase common stock at the average market price for the period...

  • Page 77
    ... for the periods presented: Year ended December 31, 2015(1) 2014(2) 2013(3) Stock options 2,142 1,450 2,244 RSUs 562 191 27 Total 2,704 1,641 2,271 (1) (2) (3) These totals do not include 66,666 performance based options and 12,799 performance...

  • Page 78
    ... the outstanding capital stock of the following companies: ZeTrip, a personal journal app that helps users log activities, including places they have visited and photos they have taken, purchased in January 2015; BestTables, a provider of an online and mobile reservations platform for restaurants in...

  • Page 79
    ..., 2015. 2014 Acquisition of Businesses In August 2014, we completed our acquisition of Viator, Inc. Viator, which is headquartered in San Francisco and has offices in Las Vegas, London, and Sydney, is a leading resource for researching and booking destination activities around the world. Our total...

  • Page 80
    ... was paid primarily from our international subsidiaries. We acquired TinyPost, the developer of a product that enables users to write over photos and turn them into stories, Jetsetter, a members-only private sale site for hotel bookings; CruiseWise, a cruise research and planning site; Niumba...

  • Page 81
    ... the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on NASDAQ as of December 31, 2015 was $85.25. The total intrinsic value of stock options exercised for the years ended December 31, 2015, 2014, and 2013 were...

  • Page 82
    The fair value of stock option grants has been estimated at the date of grant using the Black- Scholes option pricing model with the following weighted average assumptions for the periods presented: December 31, Risk free interest rate Expected term (in years) Expected volatility ...

  • Page 83
    ..., including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source. There were no material realized gains or losses related to sales of our marketable securities for the years ended December 31, 2015, 2014, and 2013. We...

  • Page 84
    ... Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets. Concentration of Credit Risk Counterparties to currency exchange derivatives consist of major international financial institutions...

  • Page 85
    ... information on our corporate headquarters lea se. As of December 31, 2015 and 2014, our recorded capitalized software and website development costs, net of accumulated amortization, were $71 million and $61 million, respectively. For the years ended December 31, 2015 and 2014, we capitalized...

  • Page 86
    ... 31, 2015 2014 (in millions) Short-Term Debt: Chinese Credit Facilities Term Loan Total Short-Term Debt Long-Term Debt: 2015 Credit Facility Term Loan Less: Unamortized discount and debt issuance costs Total Long-Term Debt 2011 Credit Facility 1 $ - 1 $ 38...

  • Page 87
    ... terminated. The Company was able to repay the Term Loan debt and terminate the 2011 Credit Facility without premium or penalty. There was no resul ting loss on early extinguishment of this debt. During the years ended December 31, 2015, 2014 and 2013, we recorded total interest and commitment fees...

  • Page 88
    ... that is currently subject to review on a periodic basis with no specific expiration period. Our Chinese Credit Facility-BOA currently bears interest at a 100% of the People's Bank of China's base rate which was 4.35% as of December 31, 2015. During the year ended December 31, 2015, the Company made...

  • Page 89
    ...) 2014 Deferred tax assets: Stock-based compensation Net operating loss carryforwards Provision for accrued expenses Deferred rent Lease financing obligation Foreign advertising spend Deferred expense related to cost-sharing arrangement Charitable contribution carryforward Other Total deferred...

  • Page 90
    ...is as follows: Year Ended December 31, Income tax expense at the federal statutory rate of 35% Foreign rate differential State income taxes, net of effect of federal tax benefit Unrecognized tax benefits and related interest Change in cost-sharing treatment of stock-based compensation Non...

  • Page 91
    ... tax benefits in income tax expense on our consolidated statement of operations. As of December 31, 2015 and 2014, total gross interest accrued was $6 million and $4 million, respectively. We do not anticipate any material changes in the next year. NOTE 10: ACCRUED EXPENSES AND OTHER CURRENT...

  • Page 92
    ... future minimum rental payments under operating leases with non-cancelable lease terms, including our corporate headquarters lease in Needham, MA. The amounts included as expected interest payments on the 2015 Credit Facility in this table are based on the current effective interest rate and...

  • Page 93
    ... other locations across North America, Europe and Asia Pacific, in cities such as, New York, Boston, London, and Beijing, primarily for our sales offices, subsidiary headquarters, and international management teams, pursuant to leases with expiration dates through June 2027. As of December 31, 2015...

  • Page 94
    ... 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...

  • Page 95
    ... with applicable legal requirements, at prices determined to be attractive and in the best interests of both the Company and its stockholders As of December 31, 2015, we have repurchased 2,120,709 shares of outstanding common stock under the share repurchase program at an aggregate cost of...

  • Page 96
    ... subscription-based hotel products such as Business Listings, transaction-based hotel products such as Jetsetter and Tingo, and other revenue related to hotels. Our Hotel segment also includes advertising revenue from making airline reservations and cruise reservations available for price comparison...

  • Page 97
    ... platform with a network of restaurant par tners primarily across Europe and Australia. Lafourchette also offers management software solutions helping restaurants to maximize business by providing a flexible online booking, discount and data tool. We generate revenue primarily by charging a fee...

  • Page 98
    ...Hotel Revenue Adjusted EBITDA (1)(3) Depreciation Amortization of intangible assets Stock-based compensation Operating income (loss) $ $ 899 384 384 $ $ Year ended December 31, 2013 Corporate and unallocated Other (in millions) Total...

  • Page 99
    ..., we earn revenue from a combination of: subscription-based and transaction-based offerings from our Business Listings products; subscription and commission-based offerings from our Vacation Rentals products; room reservations sold through our Jetsetter and Tingo brands; destination activities sold...

  • Page 100
    ...as an indication of future performance. Three Months Ended March 31 Year ended December 31, 2015 Revenue Operating income (loss) (1) Net income Basic earnings per share (2) Diluted earnings per share (2) Year ended December 31, 2014 Revenue Operating income Net income Basic earnings...

  • Page 101
    ...described in Internal Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2015. Pursuant to Exchange Act...

  • Page 102
    ... TripAdvisor, Inc.'s (the Company) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). TripAdvisor, Inc.'s management...

  • Page 103
    ... will also receive a personal travel allowance of $20,000 (grossed up for tax) and the Company will pay the cost of tax advice for Mr. Halpin · in connection with his tax returns for 2015 and 2016. PART III Directors, Executive Officers and Corporate Governance Item 10 . The information...

  • Page 104
    ..., Financial Statement Schedules 1. PART IV (a) The following is filed as part of this Annual Report on Form 10-K: Consolidated Financial Statements : The consolidated financial statements and report of independent registered public accounting firms required by this item are included in Part II...

  • Page 105
    ... enable TripAdvisor, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons...

  • Page 106
    ...Unit Agreement (Non-Employee Directors) Form of Restricted Stock Unit Agreement (Performance Based) Corporate Headquarters Lease with Normandy Gap-V Needham Building 3, LLC, as landlord, dated as of June 20, 2013 Guaranty dated June 20, 2013 by TripAdvisor, Inc. for the benefit of Normandy Gap...

  • Page 107
    ... TripAdvisor LLC and Barrie Seidenberg Credit Agreement dated as of June 26, 2015 by and among TripAdvisor, Inc., TripAdvisor Holdings, LLC, TripAdvisor LLC, JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan Europe Limited, as London Agent; Morgan Stanley Bank, N.A.; Bank of America...

  • Page 108
    ... Corp. TripAdvisor GP1 LLC TripAdvisor GP2 LLC TripAdvisor Finance LLC TripAdvisor LP2 LLC TripAdvisor Securities Corporation Wanderfly, Inc. ZeTrip, Inc. INTERNATIONAL Entity TripAdvisor UK1 LP TripAdvisor UK2 LP TripAdvisor Canada Corp. TripAdvisor Travel India Private Limited TripAdvisor UK...

  • Page 109
    ...Restauracao S.A. Best Tables Brazil Internet Servicos de Informacao e ...TripAdvisor K.K. Bookingbuddy K.K. Smartertravel K.K. TripAdvisor Singapore Private Limited TripAdvisor Korea Co., Ltd. TripAdvisor Hong Kong Limited TripAdvisor China Cayman Holdings Limited TripAdvisor Consulting Services...

  • Page 110
    ... changes in stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the December 31, 2015 annual report on Form 10â€'K of TripAdvisor...

  • Page 111
    ... the TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan and TripAdvisor, Inc. Deferred Compensation Plan for Non-Employee Directors; and Registration Statement (Form S-8 No.333-198726) pertaining to the Viator, Inc. 2010 Stock Incentive Plan of our report dated February 11, 2014, except...

  • Page 112
    Exhibit 31.1 Certification I, Stephen Kaufer, Chief Executive Officer and President of TripAdvisor, Inc., certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of TripAdvisor, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or ...

  • Page 113
    Exhibit 31.2 Certification I, Ernst Teunissen, Chief Financial Officer of TripAdvisor, Inc. certify that: 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of TripAdvisor, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a ...

  • Page 114
    ...connection with the Annual Report on Form 10-K of TripAdvisor, Inc. (the "Company") for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen Kaufer, Chief Executive Officer and President of the Company, certify, pursuant...

  • Page 115
    ... 2002 In connection with the Annual Report on Form 10-K of TripAdvisor, Inc. (the "Company") for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ernst Teunissen, Chief Financial Officer of the Company, certify, pursuant to...