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TABLE OF CONTENTS
FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on May 5, 2014

REGISTRATION NO. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



LIBERTY TRIPADVISOR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  6719
(Primary Standard Industrial
Classification code number)
  46-3337365
(I.R.S. Employer
Identification No.)

12300 Liberty Boulevard, Englewood, Colorado 80112, (720) 875-5300
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Richard N. Baer
Liberty TripAdvisor Holdings, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Renee L. Wilm
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2503

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed transactions described herein have been satisfied or waived, as applicable.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.    o

           Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Offering Price Per
Unit

  Proposed Maximum
Aggregate Offering
Price(2)

  Amount of
Registration Fee(3)

 

Series A common stock, par value $.01 per share

  72,639,712   (2)   $3,074,071,063   $395,941
 

Series B common stock, par value $.01 per share

  2,929,112   (2)        

 

(1)
The number of shares of the Registrant's proposed Series A common stock, par value $.01 per share ("LTRPA"), being registered has been determined based upon the number of shares of Liberty Interactive Corporation's ("Liberty") existing Series A Liberty Ventures common stock, par value $.01 per share ("LVNTA") (which is comprised of 70,786,768 LVNTA shares outstanding as of March 31, 2014 and 1,852,944 LVNTA shares issuable upon exercise or exchange of stock options and stock appreciation rights outstanding as of March 31, 2014, in each case, as adjusted for the April 2014 Liberty Ventures stock split), which is the number of shares of LTRPA that the Registrant intends to distribute to holders of LVNTA based on the distribution ratio of one share of LTRPA for each share of LVNTA held by them as of the distribution record date. The actual number of LTRPA shares offered may be less than the maximum number stated in the table. The number of shares of the Registrant's proposed Series B common stock, par value $.01 per share ("LTRPB"), being registered has been determined based upon the number of shares of the Registrant's existing Series B Liberty Ventures common stock, par value $.01 per share ("LVNTB") (which is comprised of 2,885,378 LVNTB shares outstanding as of March 31, 2014 and 43,734 LVNTB shares issuable upon exercise or exchange of stock options and stock appreciation rights outstanding as of March 31, 2014, in each case, as adjusted for the April 2014 Liberty Ventures stock split), which is the number of shares of LTRPB that the Registrant intends to distribute to holders of LVNTB based on the distribution ratio of one share of LTRPB for each share of LVNTB held by them as of the distribution record date. The actual number of LTRPB shares offered may be less than the maximum number stated in the table.

(2)
Calculated in accordance with Rule 457(a) under the Securities Act based on a bona fide estimate of the maximum offering price using a bona fide estimate of the market capitalization of the Registrant. The estimated market capitalization of the Registrant was calculated using the maximum closing price per share of TripAdvisor, Inc. ("TripAdvisor") on the Nasdaq Global Select Market for the quarter ended March 31, 2014 (which was $109.79 on March 10, 2014) multiplied by 30,959,751, the number of shares of common stock and Class B common stock of TripAdvisor currently owned by Liberty and expected to be owned by the Registrant following the transactions described herein, plus certain adjustments to reflect the fair value of the other assets and liabilities that are expected to be held by the Registrant upon completion of the distribution.

(3)
Calculated on the basis of $128.80 per million of the proposed maximum aggregate offering price.

           The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

Information in this prospectus is not complete and may be changed. We may not sell the securities offered by this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to completion, dated May 5, 2014

PROSPECTUS

LIBERTY TRIPADVISOR HOLDINGS, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112

Series A Common Stock
(par value $0.01 per share)

Series B Common Stock
(par value $0.01 per share)

        Liberty TripAdvisor Holdings, Inc. (TripCo, which is also referred to in this prospectus as we, our, or the company) is currently a subsidiary of Liberty Interactive Corporation (Liberty). TripCo's businesses, assets and liabilities consist of Liberty's 22% ownership interest and 57% voting interest in TripAdvisor, Inc. (TripAdvisor), Liberty's 100% ownership interest in BuySeasons, Inc. (BuySeasons) (which currently forms a part of Liberty's wholly owned subsidiary, Celebrate Interactive, LLC (Celebrate)), anticipated corporate level cash and cash equivalents of $50 million and $400 million in indebtedness. Liberty has determined to spin off our company by distributing (the distribution) to the holders of its Liberty Ventures common stock, as a dividend, all of our common stock. We are sending this prospectus to you in connection with that spin-off (the Spin-Off).

        At present, Liberty's interest in TripAdvisor is attributed to its Ventures Group and BuySeasons, as a part of Celebrate, is attributed to its Interactive Group. In the event that the Spin-Off occurs prior to the Proposed Reclassification (as defined below), BuySeasons would be reattributed from Liberty's Interactive Group to its Ventures Group prior to the Spin-Off. In the event that the Spin-Off does not occur prior to the Proposed Reclassification, BuySeasons will be attributed to the QVC Group in connection with the Proposed Reclassification and then later reattributed to the Ventures Group prior to the Spin-Off. Our interest in TripAdvisor will remain attributed to the Ventures Group should the Proposed Reclassification occur prior to the Spin-Off.

        If all conditions to the Spin-Off are satisfied or waived by the board of directors of Liberty in its sole discretion, at 5:00 p.m., New York City time, on [    •    ], 2014 (such date and time, the distribution date), (i) for each whole share of Liberty's Series A Liberty Ventures common stock (LVNTA) held by you as of 5:00 p.m., New York City time, on [    •    ], 2014 (such date and time, the record date), you will receive one share of our Series A common stock, and (ii) for each whole share of Liberty's Series B Liberty Ventures common stock (LVNTB, and together with LVNTA, the Liberty Ventures common stock) held by you on the record date, you will receive one share of our Series B common stock. No shares of our common stock are being distributed to holders of Liberty's Series A Liberty Interactive common stock (LINTA) or Series B Liberty Interactive common stock (LINTB). Concurrently with Liberty's plan to effect the Spin-Off, Liberty is also pursuing a plan to reclassify its Liberty Interactive common stock into a new QVC Group common stock and a new Liberty Digital Commerce common stock (the Proposed Reclassification). If the Proposed Reclassification occurs prior to the Spin-Off, no shares of our common stock would be distributed to holders of Liberty's Series A QVC Group common stock, Series B QVC Group common stock, Series A Liberty Digital Commerce common stock or Series B Liberty Digital Commerce common stock. The Proposed Reclassification may occur prior to or following the Spin-Off, or not at all. This prospectus relates solely to the Spin-Off.

        No vote of Liberty's stockholders is required or is being sought to authorize or effectuate the Spin-Off. No action is required of you to receive your shares of our common stock.

        There is no current trading market for our common stock. We expect to list our Series A common stock and Series B common stock on the Nasdaq Global Select Market under the symbols "LTRPA" and "LTRPB," respectively. For a short period of time following the Spin-Off, our common stock will trade under temporary trading symbols, which will be announced by press release once available.

        In reviewing this prospectus, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 8.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or has passed upon the adequacy or accuracy of this prospectus as truthful or complete. Any representation to the contrary is a criminal offense.

        WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The date of this prospectus is [    •    ], 2014.


Table of Contents


TABLE OF CONTENTS

SUMMARY

    1  

Our Company

    1  

The Spin-Off

    2  

RISK FACTORS

   
8
 

Factors Relating to Our Corporate History and Structure

    8  

Factors Relating to Our Businesses

    10  

Factors Relating to the Spin-Off

    27  

Factors Relating to our Common Stock and the Securities Market

    31  

CAUTIONARY STATEMENTS CONCERNING FORWARD LOOKING STATEMENTS

   
34
 

THE SPIN-OFF

   
36
 

Background for the Spin-Off

    36  

Reasons for the Spin-Off

    36  

Interests of Certain Persons

    38  

Conditions to the Spin-Off

    38  

Manner of Effecting the Spin-Off

    39  

Effect of the Spin-Off on Outstanding Liberty Ventures Incentive Awards

    39  

Material U.S. Federal Income Tax Consequences of the Spin-Off

    41  

Conduct of the Business of the Ventures Group if the Spin-Off is Not Completed

    44  

Amount and Source of Funds and Financing of the Transaction; Expenses

    44  

Accounting Treatment

    44  

No Appraisal Rights

    44  

Results of the Spin-Off

    44  

Listing and Trading of our Common Stock

    44  

Stock Transfer Agent and Registrar

    45  

Trading Prior to the Record Date

    45  

Reasons for Furnishing this Prospectus

    45  

CAPITALIZATION

   
46
 

SELECTED FINANCIAL DATA

   
47
 

DESCRIPTION OF OUR BUSINESS

   
49
 

Overview

    49  

TripAdvisor, Inc. 

    49  

BuySeasons

    52  

Geographic Areas

    53  

Regulatory Matters

    53  

Competition

    54  

Properties

    55  

Employees

    56  

Legal Proceedings

    56  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   
57
 

DESCRIPTION OF CERTAIN INDEBTEDNESS

   
72
 

Line of Credit

    72  

Margin Loans

    72  

       

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Table of Contents

MANAGEMENT

    73  

Directors

    73  

Executive Officers

    74  

Directors and Executive Officers

    75  

Director Independence

    75  

Board Composition

    76  

Committees of the Board

    76  

Compensation Committee Interlocks and Insider Participation

    76  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
77
 

Security Ownership of Certain Beneficial Owners

    77  

Security Ownership of Management

    78  

Change of Control

    81  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   
82
 

Relationships Between TripCo and TripAdvisor

    82  

Relationships Between TripCo and Liberty and/or Liberty Media

    83  

Services Agreement between BuySeasons and Evite

    88  

DESCRIPTION OF OUR CAPITAL STOCK

   
89
 

Authorized Capital Stock

    89  

Our Common Stock

    89  

Dividend Policy

    91  

Other Provisions of our Certificate of Incorporation and Bylaws

    91  

Section 203 of the Delaware General Corporation Law

    94  

Transfer Agent and Registrar

    94  

LEGAL MATTERS

   
95
 

EXPERTS

   
96
 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   
97
 

WHERE YOU CAN FIND MORE INFORMATION

   
98
 

FINANCIAL STATEMENTS

   
F-1
 

        This prospectus describes the businesses and assets of our company as though they were our businesses and assets for all historical periods described. However, our company is a newly formed entity that will not have conducted any operations prior to the Spin-Off and instead will have had such businesses and assets transferred to it prior to the Spin-Off. References in this prospectus to the historical assets, liabilities, businesses or activities of our businesses or the businesses in which we have interests are intended to refer to the historical assets, liabilities, businesses or activities as they were conducted or held by Liberty prior to the Spin-Off. Following the Spin-Off, we will be an independent publicly traded company, and Liberty will have no continuing stock ownership in our company. The historical combined financial information of our company as part of Liberty contained in this prospectus is not necessarily indicative of our future financial position, future results of operations or future cash flows, nor does it reflect what the financial position, results of operations or cash flows of our company would have been had we been operated as a stand-alone company during the periods presented.

        You should not assume that the information contained in this prospectus is accurate as of any date other than the date set forth on the cover page of this prospectus. Changes to the information contained herein may occur after that date and we do not undertake any obligation to update the information unless required to do so by law.

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SUMMARY

        The following is a summary of material information discussed in this prospectus. It is included for convenience only and should not be considered complete. You should carefully review this entire prospectus, including the risk factors, to better understand the Spin-Off and our business and financial position.


Our Company

        TripCo is currently a wholly owned subsidiary of Liberty. Immediately following the Spin-Off, our principal businesses, assets and liabilities will consist of Liberty's 22% ownership interest and 57% voting interest in TripAdvisor, Liberty's 100% ownership interest in BuySeasons, anticipated corporate level cash and cash equivalents of $50 million and $400 million in indebtedness. Following the Spin-Off, we will be an independent publicly traded company and Liberty will not retain any ownership interest in us. In connection with the Spin-Off, we expect to enter into certain agreements, including the reorganization agreement and the tax sharing agreement, with Liberty and/or Liberty Media Corporation (Liberty Media) (or certain of their subsidiaries), pursuant to which, among other things, we and Liberty will indemnify each other against certain liabilities that may arise from our respective businesses. See "Certain Relationships and Related Party Transactions—Relationships Between TripCo and Liberty and/or Liberty Media."

        TripAdvisor is an online travel company that empowers users to plan and maximize their travel experience. Its travel research platform aggregates reviews and opinions from its community of travelers about destinations, accommodations (including hotels, resorts, motels, bed and breakfasts or B&Bs, specialty lodging and vacation rentals), restaurants and activities throughout the world through its flagship TripAdvisor brand. TripAdvisor's branded websites include tripadvisor.com in the United States and localized versions of the website in 33 other countries, including in China under the brand daodao.com. Its branded websites globally have received more than 260 million monthly unique visitors during the year ended December 31, 2013, according to Google Analytics, and it features over 125 million reviews and opinions. Beyond travel-related content, TripAdvisor's websites also include links to the websites of its customers, including travel advertisers, allowing travelers to directly book their travel arrangements. In addition to the flagship TripAdvisor brand, TripAdvisor also manages and operates 20 other travel media brands, connected by the common goal of providing comprehensive travel planning resources across the travel sector. TripAdvisor derives substantially all of its revenue from the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. The remainder of its revenue is generated through a combination of subscription-based offerings, making hotel room nights available on its transactional sites, including Jetsetter and Tingo, and other revenue including content licensing.

        Following the Spin-Off, BuySeasons will be a wholly owned subsidiary of ours. BuySeasons owns and operates BuyCostumes.com and the Celebrate Express family of websites. BuySeasons, an internet celebrations leader, provides a unique party offering by giving individuals the resources necessary to plan, execute and attend a wide variety of celebrations and costuming events. These resources include party supplies primarily through the retail websites which offer proprietary products through exclusive license agreements and costumes for a wide variety of occasions (the primary occasion is Halloween). BuySeasons purchases its products from various suppliers, both domestic and international. BuySeasons believes it has a competitive advantage due to the combination of a large assortment of online products, product personalization, value pricing and a high level of customer service. BuySeasons is highly seasonal with approximately half of its revenue earned from the sale of costumes in September and October leading up to Halloween. BuySeasons maintains a customer service center, at its corporate headquarters, and customer service representatives are available 16 hours a day, seven days a week during its busy season to respond to customer questions.

 

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        When we refer to "our business" in this prospectus, we are referring to the businesses of TripAdvisor, BuySeasons and their respective subsidiaries and affiliates following the Spin-Off.

        Our principal executive offices are located at 12300 Liberty Blvd., Englewood, Colorado 80112. Our main telephone number is (720) 875-[    •    ].


The Spin-Off

        The following is a brief summary of the terms of the Spin-Off. Please see "The Spin-Off" for a more detailed description of the matters described below.

Q:
What is the Spin-Off?

A:
In the Spin-Off, Liberty will distribute to the holders of its Series A Liberty Ventures common stock and Series B Liberty Ventures common stock all the shares of our common stock. Holders of Liberty's Series A Liberty Interactive common stock and Series B Liberty Interactive common stock or, if the Proposed Reclassification occurs prior to the Spin-Off, holders of Liberty's Series A QVC Group common stock, Series B QVC Group common stock, Series A Liberty Digital Commerce common stock and Series B Liberty Digital Commerce common stock, will not receive shares of our common stock in the Spin-Off. Following the Spin-Off, we will be a separate company from Liberty, and Liberty will not have any ownership interest in us. You are not required to pay any consideration or give up any portion of your Series A Liberty Ventures common stock or Series B Liberty Ventures common stock to receive shares of our common stock in the Spin-Off.

Q:
Can Liberty decide not to complete the Spin-Off?

A:
Yes. Liberty's board of directors has reserved the right, in its sole discretion, to amend, modify or abandon the Spin-Off and related transactions at any time prior to the distribution date. In addition, the Spin-Off is subject to the satisfaction of certain conditions, some of which may be waived by the Liberty board of directors in its sole discretion. See "The Spin-Off—Conditions to the Spin-Off." In the event the Liberty board of directors amends, modifies or abandons the Spin-Off, Liberty intends to promptly issue a press release and file a Current Report on Form 8-K to report such event.

Q:
What will I receive in the Spin-Off?

A:
Holders of LVNTA will receive a dividend of one share of our Series A common stock for each whole share of LVNTA held by them on the record date and holders of LVNTB will receive a dividend of one share of our Series B common stock for each whole share of LVNTB held by them on the record date. Thus, no fractional shares of our Series A or Series B common stock will be issued pursuant to the dividend.

Q:
Is the completion of the Spin-Off subject to any conditions?

A:
The completion of the Spin-Off and related transactions are subject to the satisfaction (as determined by the Liberty board of directors in its sole discretion) of the following conditions, certain of which may be waived by the Liberty board of directors in its sole discretion:

The private letter ruling (the Ruling) received by Liberty from the Internal Revenue Service (the IRS) to the effect that the Spin-Off will qualify as a tax-free transaction to Liberty and to the holders of Liberty Ventures common stock under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the Code) not having been withdrawn, invalidated or modified in an adverse manner;

 

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    Liberty's receipt of the opinion of Baker Botts L.L.P. (which opinion will rely upon the continued validity of the Ruling) to the effect that the Spin-Off will qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code and that for U.S. federal income tax purposes, (i) no gain or loss will be recognized by Liberty upon the distribution of our common stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Ventures common stock upon the receipt of shares of our common stock in the Spin-Off;

    the effectiveness under the Securities Act of 1933, as amended (the Securities Act), of the Registration Statement on Form S-1, of which this prospectus forms a part, and the effectiveness of the registration of the TripCo common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act);

    the approval of the Nasdaq Stock Market LLC (Nasdaq) for the listing of the TripCo common stock; and

    any material regulatory or contractual consents or approvals that the Liberty board determines to obtain shall have been obtained.

    The conditions set forth in the second, third and fourth bullet points are non-waivable. The Liberty board may, however, waive the conditions set forth in the first and fifth bullet points. In the event the Liberty board of directors waives a material condition to the Spin-Off, Liberty intends to promptly issue a press release and file a Current Report on Form 8-K to report such event. See "The Spin-Off—Conditions to the Spin-Off."

Q:
What is being distributed in the Spin-Off?

A:
Approximately [    •    ] shares of our Series A common stock and [    •    ] shares of our Series B common stock will be distributed in the Spin-Off, based on the number of shares of LVNTA and LVNTB outstanding on [    •    ], 2014. The shares of our common stock to be distributed by Liberty will constitute all the issued and outstanding shares of our common stock immediately after the distribution. The exact number of shares to be distributed in the Spin-Off will not be known until the record date.

Q:
When will the Spin-Off be effective?

A:
Liberty intends to effect the Spin-Off at 5:00 p.m., New York City time, on [    •    ], 2014 (such date and time, the distribution date). At such time, holders of Liberty Ventures common stock as of the record date will receive their shares of TripCo common stock. Following the record date and prior to the distribution date, Liberty will cause 100% of our common stock to be placed in a reserve account with Computershare Trust Company, N.A. (Computershare), as distribution agent for the Spin-Off, with instructions to distribute such shares on the distribution date.

Q:
When will Liberty announce the record and distribution dates for the Spin-Off?

A:
If all conditions to the Spin-Off are satisfied (or, as determined by the Liberty board in its sole discretion, to be waived) Liberty will announce the record date and distribution date for the Spin-Off by press release. See "The Spin-Off—Conditions to the Spin-Off." Each holder of record of shares of Liberty Ventures common stock as of the close of business on the record date will be entitled to receive shares of our common stock on the distribution date.

 

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Q:
What transactions are occurring in connection with the Spin-Off other than those involved in the internal restructuring?

A:
In connection with the Spin-Off, a bankruptcy remote wholly-owned subsidiary of TripCo (TripSPV) intends to borrow up to $400 million in cash in margin loans (the Margin Loans), secured by our ownership interest in TripAdvisor, which will be held through TripSPV, and guaranteed by our company, from one or more third parties (the proceeds from such borrowing, the Loan Proceeds). As part of the internal restructuring, approximately $350 million of the Loan Proceeds will be distributed from TripCo to Liberty, and Liberty, within twelve months following the completion of the Spin-Off, will use all of the distributed portion of the Loan Proceeds received from TripCo to repurchase shares of Liberty common stock under its share repurchase program pursuant to a special authorization by Liberty's board of directors. See "Description of Certain Indebtedness."

Q:
What will the relationship be between TripCo and Liberty after the Spin-Off?

A:
Following the Spin-Off, our company and Liberty will operate independently, and neither will have any ownership interest in the other. In connection with the Spin-Off, however, we and Liberty and/or Liberty Media (or certain of their subsidiaries) are entering into certain agreements in order to govern the ongoing relationships between our company and Liberty after the Spin-Off and to provide for an orderly transition. In addition, Liberty will provide to us a contingent line of credit pursuant to which we will be able to borrow up to $200 million under limited circumstances. See "Certain Relationships and Related Party Transactions—Relationships Between TripCo and Liberty and/or Liberty Media."

Q:
What are the reasons for the Spin-Off?

A:
In 2012, Liberty recapitalized its common stock into two new tracking stocks: the Liberty Interactive Group and the Liberty Ventures Group, for the purpose of creating greater transparency for the assets and liabilities attributed to each group, among other reasons. Although the public markets have responded favorably to these two tracking stocks, Liberty believes that a meaningful trading discount continues to apply to the underlying value of the businesses and assets attributed to its Ventures Group. Liberty believes that the Spin-Off will result in a higher aggregate trading value for our common stock and the Liberty Ventures common stock as compared to the trading price of Liberty Ventures common stock without the Spin-Off. The asset-backed nature of our stock is expected to provide greater transparency for investors with respect to our dominant business, our investment in TripAdvisor, which should result in greater focus and attention by the investment community on this business. The Spin-Off is also expected to enhance our ability to issue equity for strategic acquisitions and other business combinations by creating a more efficiently priced equity security and enable us to more effectively tailor equity incentives for our management and employees with less dilution to public stockholders. In addition, Liberty believes that separating our company from Liberty's other businesses will help facilitate a potential combination of our company with TripAdvisor by eliminating any negotiations regarding the valuation of Liberty's other businesses, thereby making it more likely that a potential agreement could be reached. Liberty believes that a combination of our company with TripAdvisor could be beneficial for our stockholders, on the one hand, and TripAdvisor, on the other hand, by eliminating the control of a large stockholder and the overhang associated with the current dual-public company structure. No assurance can be given that any investment, acquisition or other strategic opportunities will become available following the Spin-Off on terms that TripCo finds favorable or at all, nor can any assurance be given that a combination of TripCo and TripAdvisor will ever occur.

 

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    For a discussion of additional reasons, factors, costs and risks associated with the Spin-Off considered by the Liberty board, see "The Spin-Off—Reasons for the Spin-Off."

Q:
What do I have to do to participate in the spin-off?

A:
Nothing. Holders of Liberty Ventures common stock on the record date for the Spin-Off are not required to pay any cash or deliver any other consideration, or give up any shares of Liberty Ventures common stock, to receive the shares of our common stock distributable to them in the Spin-Off.

Q:
Will I receive physical certificates representing shares of TripCo common stock following the distribution?

A:
No. In the distribution, no physical certificates representing shares of TripCo common stock will be delivered to stockholders. Instead, Liberty, with the assistance of Computershare, the distribution agent, will electronically distribute shares of TripCo common stock in book-entry form to you or your bank or brokerage firm on your behalf. If you are a record holder of Liberty Ventures common stock on the record date, Computershare will mail you a book-entry account statement that reflects your shares of TripCo common stock. If you are a beneficial owner of Liberty Ventures common stock (but not a record holder) on the record date, your bank or brokerage firm will credit your account with the shares of TripCo common stock that you are entitled to receive.

Q:
Will the number of shares of Liberty Ventures common stock or Liberty Interactive common stock (or, if the Proposed Reclassification is completed before the record date, QVC Group common stock or Liberty Digital Commerce common stock) I own change as a result of the Spin-Off?

A:
No. The number of shares of any series of Liberty common stock that you own will not change as a result of the Spin-Off.

Q:
What are the material U.S. federal income tax consequences of the Spin-Off?

A:
Liberty has received the Ruling, and the Spin-Off is conditioned upon the receipt by Liberty of the opinion of Baker Botts L.L.P. (which opinion will rely upon the continued validity of the Ruling), with each of the Ruling and the opinion providing that the Spin-Off will qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code and that for U.S. federal income tax purposes, (i) no gain or loss will be recognized by Liberty upon the distribution of our common stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Ventures common stock upon the receipt of shares of our common stock in the Spin-Off. The receipt of the opinion, as well as certain other conditions to the Spin-Off, may not be waived by the Liberty board of directors. We expect to receive the opinion of Baker Botts L.L.P. on or prior to the distribution date.

    Please see "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off" and "Risk Factors—Factors Relating to the Spin-Off—The Spin-Off could result in a significant tax liability" and "We may have a significant indemnity obligation to Liberty, which is not limited in amount or subject to any cap, if the Spin-Off is treated as a taxable transaction" for more information regarding the Ruling, the tax opinion and the potential tax consequences to you of the Spin-Off.

Q:
Does TripCo intend to pay cash dividends?

A:
No. We currently intend to retain future earnings, if any, to finance the expansion of our businesses. As a result, we do not expect to pay any cash dividends in the foreseeable future. All decisions regarding the payment of dividends by our company will be made by our board of directors, from time to time, in accordance with applicable law.

 

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Q:
Where will TripCo common stock trade?

A:
Currently, there is no public market for our common stock. Subject to the consummation of the Spin-Off, we expect to list our Series A common stock and our Series B common stock on the Nasdaq Global Select Market under the symbols "LTRPA" and "LTRPB," respectively.

    We expect that our common stock will begin trading on the first trading day following the distribution date. For a short period of time following the Spin-Off, Nasdaq may require that our common stock trade under temporary trading symbols, which will be announced by press release once available. We cannot predict the trading prices for our common stock when such trading begins.

Q:
What costs and risks were considered by the board of directors of Liberty in determining whether to effect the Spin-Off?

A:
Liberty's board considered a number of costs and risks associated with the Spin-Off, including:

After the Spin-Off, the Liberty Ventures common stock and TripCo common stock will have smaller market capitalizations than Liberty Ventures' current market capitalization, and their stock prices may be more volatile than Liberty Ventures' stock price prior to the Spin-Off. The combined market values of the Liberty Ventures common stock and TripCo common stock may be lower than the market value of Liberty Ventures' common stock prior to the Spin-Off;

The risk of being unable to achieve the benefits expected from the Spin-Off;

The increased leverage to be incurred by TripCo;

The loss of synergies from operating as one company;

The potential disruption to the businesses of Liberty;

The substantial costs of effecting the Spin-Off and of continued compliance with legal and other requirements applicable to two separate public reporting companies; and

The potential tax liabilities that could arise from the Spin-Off.

    Liberty's board concluded that the potential benefits of the Spin-Off outweighed its potential costs. Please see "The Spin-Off—Reasons for the Spin-Off" for more information regarding the costs and risks associated with the Spin-Off.

Q:
What will happen to the listing of Liberty common stock?

A:
The Series A and Series B Liberty Ventures common stock and Series A and Series B Liberty Interactive common stock (or, if the Proposed Reclassification occurs prior to the record date, the Series A and Series B QVC Group common stock and Series A and Series B Liberty Digital Commerce common stock) will continue to trade on the Nasdaq Global Select Market following the Spin-Off.

Q:
Will I have appraisal rights in connection with the Spin-Off?

A:
No. Holders of Liberty Ventures common stock are not entitled to appraisal rights in connection with the Spin-Off.

Q:
Who is the transfer agent for your common stock?

A:
Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, telephone: (866) 367-6355.

 

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Q:
Who is the distribution agent for the Spin-Off?

A:
Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, telephone: (866) 367-6355.

Q:
Whom can I contact for more information?

A:
If you have questions relating to the mechanics of the distribution, you should contact the distribution agent. Before the Spin-Off, if you have questions relating to the Spin-Off, you should contact the office of Investor Relations of Liberty, 12300 Liberty Blvd., Englewood, CO 80112, telephone: (720) 875-5408.

    Pursuant to a services agreement to be entered into between our company and Liberty Media, Liberty Media will provide our company with investor relations assistance for a period following the Spin-Off. Accordingly, if you have questions relating to TripCo following the Spin-Off, you should contact the office of Investor Relations of Liberty Media, 12300 Liberty Blvd., Englewood, Colorado 80112, telephone: (877) 772-1518.

 

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RISK FACTORS

        An investment in our common stock involves risks. You should consider carefully the risks described below together with all of the other information included in this prospectus in evaluating our company and our common stock. Any of the following risks, if realized, could have a material adverse effect on the value of our common stock. The risks described below and elsewhere in this prospectus are not the only ones that relate to our businesses, our capitalization or the Spin-Off. The risks described below are considered to be the most material. However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our businesses. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. If any of the events below were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected. This prospectus contains forward-looking statements that contain risks and uncertainties. Please refer to the section entitled "Cautionary Statements Concerning Forward Looking Statements" on page 34 of this prospectus in connection with your consideration of the risk factors and other important factors that may affect future results described below.

        For purposes of these risk factors, unless the context otherwise indicates, we have assumed that the Spin-Off has occurred.


Factors Relating to Our Corporate History and Structure

         The combined financial information of TripCo included in this prospectus is not necessarily representative of TripCo's future financial position, future results of operations or future cash flows nor does it reflect what TripCo's financial position, results of operations or cash flows would have been as a stand-alone company during the periods presented.

        Because the historical combined financial information of Liberty included in this prospectus includes the results of the legacy TripCo business and because such financial information largely reflects the historical results of BuySeasons, it is not representative of TripCo's future financial position, future results of operations or future cash flows, nor does it reflect what TripCo's financial position, results of operations or cash flows would have been as a stand-alone company, pursuing independent strategies, during the periods presented, especially in light of the fact that the future results of operations will be significantly comprised of the results of TripAdvisor.

         We are a holding company, and we could be unable in the future to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments.

        Our ability to meet our financial obligations and other contractual commitments depends upon our ability to access cash. We are a holding company, and our sources of cash include our available cash balances, net cash from the operating activities of our wholly owned subsidiary BuySeasons, any dividends and interest we may receive from our investments, including to make debt service payments under TripSPV's Margin Loans, and any other credit facilities that we may obtain in the future and proceeds from any asset sales we may undertake in the future. We currently have no plans with respect to any asset sales. The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject.

         We do not have access to the cash that TripAdvisor generates from its operating activities.

        TripAdvisor generated approximately $350 million, $239 million and $218 million of cash from its operations during the years ended December 31, 2013, 2012 and 2011, respectively. TripAdvisor uses the cash it generates from its operations to fund its investing activities and to service its debt and other financing obligations. We do not have access to the cash that TripAdvisor generates unless TripAdvisor

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declares a dividend on its capital stock payable in cash, repurchases any or all of its outstanding shares of capital stock for cash or otherwise distributes or makes payments to its stockholders, including us. Historically, TripAdvisor has not paid any dividends on its capital stock or, with limited exceptions, otherwise distributed cash to its stockholders and instead has used all of its available cash in the expansion of its business and to service its debt obligations. Covenants in TripAdvisor's existing debt instruments also restrict the payment of dividends and cash distributions to stockholders. We expect that TripAdvisor will continue to apply its available cash to the expansion of its business.

         We have no operating history as a separate company upon which you can evaluate our performance.

        We do not have an operating history as a separate public company. Accordingly, there can be no assurance that our business strategy will be successful on a long-term basis. We may not be able to grow our businesses as planned and may not be profitable.

         If TripAdvisor's spin-off from Expedia, together with certain related transactions, were to fail to qualify as a transaction that is generally tax free for U.S. federal income tax purposes, TripAdvisor could be subject to significant tax liabilities.

        As a condition to the completion of TripAdvisor's spin-off from Expedia, Expedia obtained a private letter ruling from the IRS, along with an opinion of counsel, satisfactory to the Expedia Board of Directors regarding the qualification of the spin-off, together with certain related transactions, as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The IRS private letter ruling and the opinion of counsel were based on, among other things, certain facts and assumptions as well as the accuracy of certain representations, statements and undertakings that Expedia and TripAdvisor made to the IRS and to counsel. If any of these representations, statements or undertakings are, or become, inaccurate or incomplete, or if TripAdvisor or Expedia breaches any of the covenants, the IRS private letter ruling and the opinions of counsel may be invalid.

        Moreover, the IRS private letter ruling does not address all the issues that are relevant to determining whether TripAdvisor's spin-off from Expedia qualifies as a transaction that is generally tax free for U.S. federal income tax purposes. Notwithstanding the IRS private letter ruling and/or the opinion of counsel, the IRS could determine that the spin-off should be treated as a taxable transaction if it determines that any of the representations, assumptions or undertakings that were included in the request for the IRS private letter ruling or on which the opinion of counsel was based is false or has been violated or if it disagrees with the conclusions in the opinion of counsel that are not covered by any IRS ruling.

        Under the tax sharing agreement between TripAdvisor and Expedia, TripAdvisor is generally required to indemnify Expedia for any taxes resulting from the spin-off (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies) to the extent such amounts resulted from (i) any act or failure to act by TripAdvisor described in the covenants in the tax sharing agreement, (ii) any acquisition of TripAdvisor's equity securities or assets or those of a member of its group, or (iii) any failure of the representations with respect to TripAdvisor or any member of its group to be true or any breach by TripAdvisor or any member of its group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel.

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Factors Relating to Our Businesses

         If TripAdvisor is unable to continue to increase visitors to its websites and to cost-effectively convert these visitors into repeat users or contributors, its advertising revenue could decline.

        The primary asset that TripAdvisor uses to attract traffic to its websites and convert these visitors into repeat users is the content created by users of its websites, particularly such content's volume, unique nature and organization. TripAdvisor's success in attracting users depends, in part, upon its continued ability to collect, create, organize and distribute high-quality, commercially valuable content in a cost-effective manner at a scale that connects consumers with content that meets their specific interests and enables them to share and interact with the content and supporting communities. If people do not perceive TripAdvisor's products to be useful, reliable and trustworthy, TripAdvisor may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. There can be no assurances that TripAdvisor will continue to obtain content in a cost-effective manner or in a manner that timely meets rapidly changing consumer demand. Any failure to obtain such content or organize and distribute such content in any manner that will engage users could adversely affect user experiences and reduce traffic driven to its websites, which would make TripAdvisor's websites less attractive to advertisers. Any change in the cost structure pursuant to which TripAdvisor obtains its content currently, or in travelers' relative appreciation of user-based versus expert content or our user-based content versus other sites' user-based content, could negatively impact its business and financial performance.

         TripAdvisor derives substantially all of its revenue from advertising and any significant reduction in spending by its advertisers could harm its business.

        TripAdvisor derives substantially all of its revenue from the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. Most of TripAdvisor's advertisers can terminate their contracts with it at will or on short notice. TripAdvisor's ability to grow advertising revenue with its existing or new advertising partners is dependent in large part on its ability to generate revenue for them. Advertisers will not continue to do business with TripAdvisor if their investment in such advertising does not generate sales leads, customers, bookings, or revenue and profit on a cost-effective basis, or if it does not deliver advertisements in an effective manner. If TripAdvisor is unable to remain competitive and provide value to its advertisers, they will likely stop placing ads on its websites, which would harm our revenues and business. In addition, we cannot guarantee that TripAdvisor's current advertisers will fulfill their obligations under existing contracts, continue to advertise beyond the terms of existing contracts or enter into any additional contracts with it.

        Click-based advertising accounts for the majority of TripAdvisor's advertising revenue. Any changes TripAdvisor makes to its business model may impact its advertising revenue in ways that it does not expect. If TripAdvisor's partners do not receive the benefits they expect from their advertising spend with it, they may reduce their spending. In addition, if new, more effective advertising models were to emerge, there can be no assurance that TripAdvisor would have the ability to offer these models, or offer them in an effective manner. To the extent new technology platforms, such as smartphone and tablet computing, begin to take market share from established platforms, there can be no assurance that TripAdvisor's existing advertising models will operate successfully on these new platforms, or work as effectively as on the desktop computer platform.

        Furthermore, TripAdvisor's cost-per-click (CPC) pricing for click-based advertising depends, in part, on competition between advertisers. If its large advertisers become less competitive with each other, merge with each other or with its competitors, focus more on per-click profit than on traffic volume, or are able to reduce CPCs, this could have an adverse impact on TripAdvisor's CPCs which would, in turn, have an adverse effect on our business, financial condition and results of operations.

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        Expenditures by advertisers also tend to be cyclical, subject to variation based on budgetary constraints, project cancellation or delay, and to reflect overall economic conditions and buying patterns. If TripAdvisor is unable to generate advertising revenue due to factors outside of its control, our business and financial performance would be adversely affected.

         Our subsidiaries' businesses could be negatively affected by changes in search engine algorithms and dynamics, or search engine disintermediation.

        Our subsidiaries rely heavily on Internet search engines such as Google on desktop, tablet and mobile devices, including through the purchase of related keywords, to generate traffic to their websites. Our subsidiaries obtain a significant amount of traffic via search engines and, therefore, utilize techniques such as search engine optimization (SEO) and search engine marketing (SEM) to improve their placement in relevant search queries. Search engines, including Google, frequently update and change the logic that determines the placement and display of results of a user's search, such that the purchased or algorithmic placement of links to our subsidiaries' websites can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our subsidiaries' websites to place lower in search query results. If a major search engine changes its algorithms in a manner that negatively affects our subsidiaries' paid or unpaid search ranking, or if competitive dynamics impact the effectiveness of SEO or SEM in a negative manner, our business and financial performance would be adversely affected, potentially to a material extent. Furthermore, our subsidiaries' failure to successfully manage their SEO and SEM strategies could result in a substantial decrease in traffic to their websites, as well as increased costs if our subsidiaries were to replace free traffic with paid traffic.

        In addition, to the extent that Google (including Google + Local and Google Hotel Finder) and Bing (including Bing Travel), or other leading search or metasearch engines that have a significant presence in TripAdvisor's key markets, disintermediate online travel agencies or travel content providers by offering comprehensive travel planning or shopping capabilities, or refer those leads to suppliers directly, or to other favored partners, there could be a material adverse impact on TripAdvisor's business and financial performance. For example, during 2011, Google completed its acquisition of flight search technology company ITA Software and separately made changes to its hotel search results, including both expanding and promoting the use of Google + Local. To the extent these actions have a negative effect on TripAdvisor's search traffic, whether on desktop, tablet or mobile devices, our business and financial performance could be adversely affected.

         TripAdvisor relies on a relatively small number of significant advertisers and any reduction in spending by or loss of those advertisers could seriously harm its business.

        TripAdvisor derives a substantial portion of its revenue from a relatively small number of significant advertisers. For example, for the year ended December 31, 2013, TripAdvisor's two most significant advertising customers, Expedia and Priceline (and their subsidiaries), accounted for a combined 47% of its total revenue. If any of its significant advertisers were to cease or significantly curtail advertising on TripAdvisor's websites, TripAdvisor could experience a rapid decline in its revenue over a relatively short period of time.

         TripAdvisor's success depends upon the acceptance, and successful measurement, of online advertising as an alternative to offline advertising.

        TripAdvisor believes that a significant discrepancy exists between the percentage of the advertising market allocated to online advertising and the percentage of consumer time spent on online media consumption as opposed to offline advertising and media consumption. Long-term growth of its business will depend heavily on this distinction between online and offline advertising narrowing or being eliminated, which may not happen in a manner or to the extent that it currently expects.

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TripAdvisor competes with traditional media for advertising dollars, in addition to websites with higher levels of traffic. If online advertising ceases to be an acceptable alternative to offline advertising then its business, financial condition and results of operations will be negatively impacted.

        Because the online marketing industry is relatively new and rapidly evolving, it uses different methods than traditional media to gauge its effectiveness. Some of TripAdvisor's potential customers have little or no experience using the Internet for advertising and marketing purposes and have allocated only limited portions of their advertising and marketing budgets to the Internet. The adoption of Internet advertising, particularly by those entities that have historically relied upon traditional media for advertising, requires the acceptance of a new way of conducting business, exchanging information and evaluating new advertising and marketing technologies and services. As a result, TripAdvisor is continually evaluating changes to aspects of its business model to keep pace with the expectations of users and advertisers, and these changes may not yield the benefits it expects. In particular, it is dependent on its clients' adoption of new metrics to measure the success of online marketing campaigns. TripAdvisor may also experience resistance from traditional advertising agencies who may be advising its clients. Any lack of growth in the market for various online advertising models could have an adverse effect on our business, financial condition and results of operations.

        In addition, if advertisers materially change their transaction attribution models or their return on investment calculations and/or increase their return on investment targets with respect to online advertising in general, or TripAdvisor traffic in particular, they might reduce the prices they are willing to pay for TripAdvisor's advertising products, which would have an adverse effect on our business, financial condition and results of operations.

         Growth in the use of TripAdvisor through smartphones as a substitute for use on personal computers and tablets may negatively affect its revenue and financial results.

        In general, TripAdvisor's content was originally designed for users accessing the Internet on a desktop or laptop computer. The number of people who access the Internet through devices other than personal computers, such as smartphones and tablets, has increased substantially in the last few years and TripAdvisor anticipates that the rate of use of smartphone computing devices will continue to grow. Although the substantial majority of smartphone users also access and engage with TripAdvisor's websites on personal computers and/or tablets, TripAdvisor's users could decide to increasingly access its products primarily through smartphone devices. TripAdvisor has developed services and applications to address limitations of these smaller devices and its advertising revenues continue to grow, however, TripAdvisor monetizes users of smartphone computing devices at a lower rate compared to users who access its websites through personal computers and the efficacy of the smartphone advertising market and its smartphone monetizing strategies are still developing. Additionally, as new devices and new platforms are continually being released, it is difficult to predict the challenges that TripAdvisor may encounter in developing versions of its offerings for use on these alternative devices, and it may need to devote significant resources to the creation, support, and maintenance of their services on such devices. If users continue to increasingly access TripAdvisor's smartphone products as a substitute for access through personal computers and/or tablets, and if TripAdvisor is unable to successfully improve monetization strategies for its smartphone users, its revenue and financial results may be negatively affected.

         Declines or disruptions in the travel industry could adversely affect TripAdvisor's businesses and financial performance.

        TripAdvisor's businesses and financial performance are affected by the health of the worldwide travel industry. Travel expenditures are sensitive to personal and business discretionary spending levels and tend to decline or grow more slowly during economic downturns. Decreased travel expenditures could reduce the demand for our services, thereby causing a reduction in revenue.

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        In 2008, domestic and global economic conditions deteriorated rapidly, resulting in increased unemployment and a reduction in available budgets for both business and leisure travelers, which slowed spending on the services that TripAdvisor provides. The global economy remains in a fragile state and may be adversely impacted by a number of negative economic developments including defaults on government debt, significant increases in fuel and energy costs, tax increases and other matters that could reduce discretionary spending, continued tightening of credit markets, further declines in consumer confidence, and policy missteps. Further weakness in the global economy could create uncertainty for travelers and suppliers, and result in reduced spending by advertisers. These conditions could have a material adverse impact on our business and financial performance.

         TripAdvisor relies on the value of its brand and consumer trust in its brand. If TripAdvisor is not able to maintain and enhance its brand, or if events occur that damage its reputation and brand, TripAdvisor's business may be harmed.

        TripAdvisor believes that the TripAdvisor brand has contributed significantly to its success and that maintaining and enhancing its brand is critical to expanding its base of users, creating content and attracting advertisers. As a result, TripAdvisor invests significantly in brand marketing including, most recently, television. TripAdvisor expects these investments to continue, or even increase, as a result of a variety of factors, including increased spending from competitors, the increasing costs of supporting multiple brands, expansion into geographies and products where its 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 efforts may not maintain or enhance consumer awareness of its brands and, even if TripAdvisor is successful in its branding efforts, such efforts may not be cost-effective or as efficient as they have been historically. If TripAdvisor is unable to maintain or enhance consumer awareness of its brands or to generate demand in a cost-effective manner, it would have a material adverse effect on our business and financial performance.

        TripAdvisor receives significant media coverage in its various geographic markets. Unfavorable publicity regarding, for example, TripAdvisor's privacy practices, product changes, the accuracy of user-generated content, product quality, litigation or regulatory activity could adversely affect its reputation with its site users and its advertisers. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of TripAdvisor's user base and result in decreased revenue, which could adversely affect its business and financial results.

         Intense competition could reduce TripAdvisor's market share and harm its financial performance.

        The market for the travel services TripAdvisor offers is intensely competitive. TripAdvisor faces competition from a number of different sources and many of its competitors have significantly greater and more diversified resources than TripAdvisor does and may be able to leverage other aspects of their business to enable them to compete more effectively against it. More specifically:

    TripAdvisor currently faces competition from travel service providers such as major hotel companies, airlines and rental car companies, many of which have their own websites to which they drive business. For example, several major hotel companies launched an online hotel reservation service with a stated goal of driving consumers directly to their brand websites thereby reducing the share receive by online travel agents. They may also attempt to improve their competitive position by offering lower room rates, better room availability or additional features or amenities through this reservation service than are available through services like TripAdvisor's.

    TripAdvisor currently faces competition from online travel agents, such as Expedia and Priceline (and their subsidiaries), and this competition may increase to the extent that these online travel agents accumulate and develop a comprehensive offering of travel-related reviews and resources.

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      The barriers to entry for these companies may be limited given their access to travel-related information and relationships with consumers.

    TripAdvisor faces increased competition from the large search engines and social networking sites, companies, such as Google and Facebook, or other companies, which competition will only increase should they chose to compete more directly with it in the travel review space, and create commercially valuable online content at significant scale. For example, Google + Local, with its aggregated reviews and local recommendations, competes with TripAdvisor and Google's access to more comprehensive data regarding user search queries through its search algorithms gives it a significant competitive advantage over other companies in the industry, including TripAdvisor. In addition, if significant numbers of users adopt Facebook's newly released Graph Search to get travel recommendations, it could have the effect of reducing traffic and user engagement on TripAdvisor.

    TripAdvisor also faces competition from travel agencies, wholesalers and travel operators as well as operators of travel industry reservation databases such as Galileo, Travelport, Amadeus and Sabre.

        Many of TripAdvisor's competitors have significantly greater financial, technical, marketing and other resources compared to it and have expertise in developing online commerce and facilitating Internet traffic as well as large client bases. TripAdvisor expects to face additional competition as other established and emerging companies enter the travel advertising market. Certain of the companies it does business with, including some of its click-based advertising partners, are also its competitors. The consolidation of TripAdvisor's competitors and partners, including Expedia (through its investment in Trivago) and Priceline (through its acquisition of Kayak), may affect its relative competitiveness and its partner relationships. Competition and consolidation could result in higher traffic acquisition costs, reduced margins on TripAdvisor's advertising services, loss of market share, reduced customer traffic to its websites and reduced advertising by travel companies on its websites. For example, Google (through its launch of Google Hotel Finder, evolution and expansion of Google + Local and preferred top placement of Places results in Google organic travel search results) and Microsoft's Bing (through its launch of Bing Travel), have each taken steps to appeal more directly to travel customers, which could lead to diversion of customer traffic to their own websites or those of a favored partner, or undermine TripAdvisor's ability to obtain prominent placement in paid or unpaid search results at a reasonable cost, or at all. Competition in TripAdvisor's industry may result in pricing pressure, loss of market share or decreased member engagement, any of which could adversely affect our business and financial performance.

         As a distributor and host of Internet content, TripAdvisor faces potential liability and expense for legal claims based on the nature and content of the materials that it distributes or creates, or that are accessible via its websites.

        As a distributor and host of original content and user-generated content, TripAdvisor faces potential liability based on a variety of theories, including defamation, libel, negligence, copyright or trademark infringement or other legal theories based on the nature, creation or distribution of this information, and under various laws, including the Lanham Act, the Copyright Act, the Federal Trade Commission Act and the Digital Millennium Copyright Act. TripAdvisor may also be exposed to similar liability in connection with content that users post to its websites through forums, blogs, comments, and other social media features. In addition, it is possible that visitors to TripAdvisor's websites could make claims against it for losses incurred in reliance upon information provided via our websites. These claims, whether brought in the United States or abroad, could divert management time and attention away from its business and result in significant costs to investigate and defend, regardless of the merit of these claims. If TripAdvisor becomes subject to these or similar claims and is not successful in its defense, it may be forced to pay substantial damages. There is no guarantee that TripAdvisor will avoid

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future liability and potential expenses for legal claims based on the content available on its websites. Should the content distributed through its websites violate the rights of others or otherwise give rise to claims against us, TripAdvisor could be subject to substantial liability, which could have a negative impact on our business and financial performance.

        Loss of trust in TripAdvisor's brand would harm its reputation and adversely affect our business, financial condition and results of operations. TripAdvisor's success depends on attracting a large number of users to its websites, and retaining such users, and providing leads and clicks to advertisers. In order to attract and retain users, TripAdvisor must remain a valuable source of travel advice. Because of its reliance on user-generated content, TripAdvisor must continually manage and monitor its content and detect incorrect or fraudulent information. For example, hotels, hotel competitors, or others, in an attempt to improperly influence a hotel's reviews and rankings, sometimes write and submit fraudulent or otherwise misleading reviews. If a significant amount of inaccurate or fraudulent information were not detected and removed by TripAdvisor in a timely manner, or if a significant amount of information was deemed by users or the media to be inaccurate or fraudulent, its brand, business and reputation could be harmed. Any damage to TripAdvisor's reputation could harm its ability to attract and retain users, employees and advertisers, which would adversely affect our business and financial performance. In addition, significant adverse news reports or media, industry or consumer coverage of TripAdvisor would reflect poorly on its brands and could have an adverse effect on its business and financial performance.

         TripAdvisor may be subject to claims that it violated intellectual property rights of others, which claims are extremely costly to defend and could require it to pay significant damages and limit its ability to operate.

        Companies in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. TripAdvisor has received in the past, and may in the future receive, notices that claim it has misappropriated or misused other parties' intellectual property rights. There may be intellectual property rights held by others, including patents, copyrighted works and/or trademarks, which cover significant aspects of its technologies or content. Any intellectual property claim against TripAdvisor, regardless of merit, could be time consuming and expensive to settle or litigate and could divert management's attention and other resources. These claims also could subject us to significant liability for damages and could result in TripAdvisor having to stop using technology or content found to be in violation of another party's rights. TripAdvisor might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. Even if a license is available, TripAdvisor could be required to pay significant royalties, which would increase its operating expenses. TripAdvisor may also be required to develop alternative non-infringing technology, or content, which could require significant effort and expense and make it less competitive in the relevant market. Any of these results could harm our business and financial performance.

         TripAdvisor is dependent upon the quality of traffic in its network to provide value to online advertisers, and any failure in its quality control could have a material adverse effect on the value of its websites to its advertisers and adversely affect its revenue.

        TripAdvisor uses technology and processes to monitor the quality of and to identify any anomalous metrics associated with, the Internet traffic that it delivers to online advertisers. These metrics may be indicative of low quality clicks such as non-human processes, including robots, spiders or other software; the mechanical automation of clicking; and other types of invalid clicks or click fraud. Even with such monitoring in place, there is a risk that a certain amount of low-quality traffic, or traffic that online advertisers deem to be invalid, will be delivered to such online advertisers. As a result, TripAdvisor may be required to credit amounts owed to it by its advertisers. Furthermore, low-quality or invalid traffic may be detrimental to TripAdvisor's relationships with advertisers, and could adversely affect its advertising pricing and revenue.

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         TripAdvisor relies on assumptions and estimates and data from third parties to calculate certain of its key metrics, and real or perceived inaccuracies in such metrics may harm TripAdvisor's reputation and negatively affect our business.

        Certain key metrics, such as the number of TripAdvisor's active users, unique visitors, total traffic and number of reviews and opinions, are calculated, in some cases, using internal company data and, in other cases, relying on data from third parties. While these numbers are based on what TripAdvisor believes to be reasonable calculations for the applicable periods of measurement, there are inherent challenges in measuring usage and user engagement across its large user base around the world. For example, a single person or user may have multiple accounts or browse the internet on multiple browsers, some mobile applications automatically contact TripAdvisor's servers for regular updates with no user action and TripAdvisor is not able to capture user information on all of its platforms. As such, the calculations of TripAdvisor's active users and unique visitors may not accurately reflect the number of people actually using its platforms. In addition, TripAdvisor's measures of user growth and user engagement may differ from estimates published by third parties or from similar metrics of its competitors due to differences in methodologies utilized by TripAdvisor and the third parties for which it relies on this data.

        TripAdvisor is continually seeking to improve its ability to estimate these key metrics. TripAdvisor regularly reviews and adjusts its processes for calculating internal metrics to improve their accuracy. If TripAdvisor's users, advertisers, partners and shareholders do not perceive its metrics to be accurate representations or if TripAdvisor discovers material inaccuracies in its user metrics, its reputation may be harmed. In which case, users may not use TripAdvisor's products and services and advertisers and partners may be less willing to allocate their budgets to its products and services which could negatively affect TripAdvisor's business and operating results.

         Our subsidiaries rely on information technology to operate their business and maintain competitiveness, and any failure to adapt to technological developments or industry trends could harm our subsidiaries.

        Our subsidiaries depend on the use of sophisticated information technologies and systems. As their operations grow in size and scope, they must continuously improve and upgrade their systems and infrastructure while maintaining or improving the reliability and integrity of their systems and infrastructure. Our subsidiaries' future success also depends on their ability to adapt their services and infrastructure to meet rapidly evolving consumer trends and demands while continuing to improve the performance, features and reliability of their services in response to competitive service and product offerings. The emergence of alternative platforms such as smartphone and tablet computing devices and the emergence of niche competitors who may be able to optimize products, services or strategies for such platforms will require new investment in technology. New developments in other areas, such as cloud computing, could also make it easier for competition to enter their markets due to lower up-front technology costs. In addition, our subsidiaries may not be able to maintain their existing systems or replace or introduce new technologies and systems as quickly as they would like or in a cost-effective manner.

         If TripAdvisor does not continue to innovate and provide tools and services that are useful to travelers, it may not remain competitive, and its business and financial performance could suffer.

        TripAdvisor's success depends in part on continued innovation to provide features and services that make its websites and smartphone and tablet computing applications useful for travelers. Its competitors are continually developing innovations in online travel-related services and features. As a result, TripAdvisor is continually working to improve its business model and user experience in order to drive user traffic and conversion dates. TripAdvisor can give no assurances that the changes it makes will yield the benefits it expects and will not have adverse impacts that TripAdvisor did not anticipate. If TripAdvisor is unable to continue offering innovative products and services and quality features that

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travelers want to use, existing users may become dissatisfied and use a competitor's offerings and, it may be unable to attract additional users, which could adversely affect its business and financial performance.

         New technologies could block TripAdvisor's ads, which would harm its business.

        Technologies have been developed that can block the display of online ads and that provide tools to users to opt out of some web-based advertising products. TripAdvisor derives most of its revenues from fees paid to it by advertisers in connection with the display of ads on web pages for its users. As a result, these technologies and tools could adversely affect its business and financial performance.

         TripAdvisor's culture emphasizes rapid innovation and prioritizes user engagement over short-term financial results.

        TripAdvisor has a culture that encourages rapid development and release of new and improved products, which may at times result in unintended consequences or decisions that are poorly received by users or advertisers. TripAdvisor's culture also prioritizes user engagement, or website "stickiness," over short-term financial results. TripAdvisor has taken actions in the past and may continue to make product decisions going forward that have the effect of reducing its short-term revenue or profitability if it believes that the decisions benefit the aggregate user experience and/or conversion rates and CPC pricing, and will thereby improve its financial performance over the long-term. The short-term reductions in revenue or profitability could be more severe than TripAdvisor anticipates. These decisions may not produce the long-term benefits that TripAdvisor expects, in which case its user growth and engagement, its relationships with users and advertisers, and its business and results of operations could be harmed.

         The online vacation rental market is rapidly evolving and if TripAdvisor fails to predict the manner in which the market develops, its business and prospects may suffer.

        TripAdvisor offers vacation rental services through its U.S.-based FlipKey and European-based Holiday Lettings and Niumba businesses, as well through various partnerships. The online vacation rental market is relatively new and rapidly evolving in many respects, including acceptance of the business model by travelers, property owners and property managers; from a business and marketing perspective as well as the regulatory environment. TripAdvisor operates in various disparate jurisdictions and markets and has limited insight into trends that may develop in those markets and may affect its business. Since TripAdvisor began offering such services, there have been and continue to be significant business, marketing and regulatory developments. Operating in new and untested jurisdictions requires significant management attention and financial resources. TripAdvisor cannot assure that its expansion efforts will be successful, and the investment and additional resources required to establish operations and manage growth may not produce the desired levels of revenue or profitability.

         If TripAdvisor fails to attract and maintain a critical mass of vacation rental listings and travelers, its vacation rental marketplaces will become less valuable and this may have a negative impact on its business.

        In TripAdvisor's vacation rental business, revenue is generated when either owners or managers of vacation rental properties pay TripAdvisor fees to list and market vacation rental properties to users who visit the websites comprising its marketplace or owners and/or travelers pay it fees upon booking a transaction. As a result, TripAdvisor's success in this area primarily depends on its ability to attract owners, managers, travelers and advertisers to its marketplace. If property owners and managers do not perceive the benefits of marketing their properties through TripAdvisor's websites, or elect to list them with a competitor instead of listing with TripAdvisor, its volume of new listings and listing renewals may suffer. As a result, TripAdvisor may be unable to offer a sufficient supply and variety of vacation

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properties to attract travelers to its websites. A larger competitor already exists in the vacation rental space, with significantly more users and listed properties, and new competitors with significant financial resources are continually emerging.

         Each of our company and TripAdvisor may have future capital needs and may not be able to obtain additional financing on acceptable terms.

        TripAdvisor is party to a credit agreement which provides for up to $600 million of borrowing. In connection with the Spin-Off, we will have outstanding borrowing of $400 million under a margin loan agreement (the Margin Loan Agreement) entered into by TripSPV, the payment of which borrowings are guaranteed by our company and secured by our ownership interest in TripAdvisor, which will be held through TripSPV. These arrangements may limit TripAdvisor's and our company's ability to secure significant additional financing in the future on favorable terms or their operating cash flow may be insufficient to satisfy its financial obligations under indebtedness outstanding from time to time. The Margin Loans prohibit the incurrence of additional indebtedness by TripSPV. TripAdvisor's and our company's ability to secure additional financing and satisfy their respective financial obligations under indebtedness outstanding from time to time will depend upon each company's future operating performance, which is subject to then prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond its control. In light of periodic uncertainty in the capital and credit markets, there can be no assurance that sufficient financing will be available on desirable or even any terms to fund investments, acquisitions, stock repurchases, dividends, debt refinancing or extraordinary actions or that counterparties in any such financings would honor their contractual commitments. In addition, the Margin Loan Agreement provides that, among other triggering events, if at any time the closing price per share of TripAdvisor common stock falls below certain minimum values, a partial repayment of the Margin Loans to certain specified amounts will be due and payable with respect to each such circumstance, together with accrued and unpaid interest and, during the first [    •    ] months of the term of the Margin Loans, a prepayment premium, and if the company or TripSPV is unable to pay such amounts, the lenders may foreclose on the pledged stock of TripAdvisor that TripSPV holds and any other collateral that then secures TripSPV's obligations under the Margin Loan Agreement, which would materially adversely affect our asset composition and financial condition as well as our access to capital on a going forward basis. If financing is not available when needed or is not available on favorable terms, each company may be unable to issue or develop new or enhanced existing services, complete acquisitions, repurchase equity or otherwise take advantage of business opportunities, any of which could have a material adverse effect on its business, financial condition and results of operations. If TripAdvisor raises additional funds through the issuance of equity securities, our company may experience significant dilution.

        Furthermore, TripAdvisor is also accumulating a greater portion of its cash flows in foreign jurisdictions than previously. The repatriation of such funds for use in the United States, including for corporate purposes such as acquisitions, stock repurchases, dividends or debt refinancings, may result in additional U.S. income tax expense and higher cost for such capital.

         Each of our company and TripAdvisor has significant indebtedness, which could adversely affect its business and financial condition.

        The principal outstanding under TripAdvisor's credit agreement (excluding the revolving lines of credit) is $340 million as of December 31, 2013. In addition, in connection with the Spin-Off, we will enter into one or more margin loan agreements as the guarantor with TripSPV as the borrower of up to $400 million. As a result of this significant indebtedness, each company may:

    Experience increased vulnerability to general adverse economic and industry conditions;

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    Be required to dedicate a substantial portion of its cash flow from operations to principal and interest payments on its indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, strategic acquisitions and investments and other general corporate purposes;

    Be handicapped in its ability to optimally capitalize and manage the cash flow for its businesses;

    Be limited in its flexibility in planning for, or reacting to, changes in its businesses and the markets in which it operates;

    Possibly be placed at a competitive disadvantage compared to its competitors that have less debt;

    Be exposed to the risk of increased interest rates with respect to any variable rate portion of its indebtedness; and

    Be limited in its ability to borrow additional funds or to borrow funds at rates or on other terms that it finds acceptable.

In addition, it is possible that each company may need to incur additional indebtedness in the future in the ordinary course of business. The terms of its outstanding indebtedness permit it to incur additional debt subject to certain limitations. If new debt is added to the current debt levels, the risks described above could intensify. For additional limitations on our company's ability to potentially service our direct debt obligations, see "We are a holding company, and we could be unable in the future to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments." and "We do not have access to the cash that TripAdvisor generates from its operating activities." above.

         The agreements that govern TripAdvisor's credit facility and TripSPV's Margin Loans contain various covenants that limit its discretion in the operation of its and our businesses, respectively, and also require compliance with other covenants. The agreements that govern TripAdvisor's credit facility also require it to meet financial maintenance tests. The failure to comply with such tests and covenants could have a material adverse effect on us and/or TripAdvisor.

        TripAdvisor is party to a credit agreement providing for a revolving credit facility with a borrowing capacity of $200 million and a term of five years, as well as a five-year term loan to TripAdvisor Holdings, LLC with an outstanding balance of $340 million as of December 31, 2013. The agreements that govern the term loan and revolving credit facility contain various covenants, including those that limit TripAdvisor's ability to, among other things:

    Incur indebtedness;

    Pay dividends on, redeem or repurchase its capital stock;

    Enter into certain asset sale transactions, including partial or full spin-off transactions;

    Enter into secured financing arrangements;

    Enter into sale and leaseback transactions; and

    Enter into unrelated businesses.

        These covenants may limit TripAdvisor's ability to optimally operate its business. In addition, TripAdvisor's term loan and revolving credit facility require that it meets certain financial tests, including an interest coverage test and a leverage ratio test.

        In connection with the Spin-Off, we will enter into one or more margin loan agreements as the guarantor with TripSPV as the borrower of up to $400 million. The agreements that govern the Margin Loans will contain various covenants, including those that limit our ability to, among other things:

    Incur indebtedness by TripSPV;

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    Enter into financing arrangements with respect to the stock of TripAdvisor; and

    Cause TripSPV to enter into unrelated businesses or otherwise conduct business other than owning common stock or other shares of TripAdvisor.

        In addition, the Margin Loan Agreement provides that, among other triggering events, if at any time the closing price per share of TripAdvisor common stock falls below certain minimum values, a partial repayment of the Margin Loans to certain specified amounts will be due and payable with respect to each such circumstance, together with accrued and unpaid interest and, during the first [    •    ] months of the term of the Margin Loans, a prepayment premium, and if the company or TripSPV is unable to pay such amounts, the lenders may foreclose on the pledged stock of TripAdvisor that TripSPV holds and any other collateral that then secures TripSPV's obligations under the Margin Loan Agreement, which would materially adversely affect our asset composition and financial condition

        Any failure to comply with the restrictions of TripAdvisor's term loan and credit facility or the Margin Loans may result in an event of default under the agreements governing such facilities. Such default may allow the applicable creditors to accelerate the debt incurred thereunder. In addition, lenders may be able to terminate any commitments they had made to supply TripAdvisor with further funds (including periodic rollovers of existing borrowings).

         If TripAdvisor fails to manage its growth effectively, its brand, results of operations and business could be harmed.

        TripAdvisor has experienced rapid growth in its headcount and operations, which places substantial demands on management and its operational infrastructure. TripAdvisor has also consummated a number of acquisitions which have increased its headcount, operations and locations. TripAdvisor intends to make substantial investments in its technology, sales and marketing and community management organizations. TripAdvisor also intends to continue to explore acquisitions. As TripAdvisor continues to grow, it must effectively integrate, develop and motivate a large number of new employees, including employees in international markets, while maintaining the beneficial aspects of its company culture. If TripAdvisor does not manage the growth of its business and operations effectively, the quality of its platform and efficiency of its operations could suffer, which could harm its brand, results of operations and business.

         TripAdvisor's international operations involve additional risks and its exposure to these risks will increase as its business expands globally.

        TripAdvisor operates in a number of jurisdictions outside of the United States and intends to continue to expand its international operations. To achieve widespread acceptance in new countries and markets, TripAdvisor must continue to tailor its services and business model to the unique circumstances of such countries and markets, which can be difficult, costly and divert management and personnel resources. Failure to adapt practices and models effectively to each country into which TripAdvisor expands could slow its international growth.

        TripAdvisor has businesses operating in China, which create particular risks and uncertainties relating to the laws in China. TripAdvisor operates in China under the brands daodao.com and kuxun.cn. The success of these businesses, and of any future investments in China, is subject to risks and uncertainties regarding the application, development and interpretation of China's laws and regulations.

        The laws and regulations of China restrict foreign investment in areas including air-ticketing and travel agency services, Internet content provision, mobile communication and related businesses. Although TripAdvisor has established effective control of its Chinese businesses through a series of agreements, future developments in the interpretation or enforcement of Chinese laws and regulations

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or a dispute relating to these agreements could restrict its ability to operate or restructure these businesses or to engage in strategic transactions.

        Other risks faced by TripAdvisor as a result of its international operations, including its operations in China, include:

    Political instability;

    Threatened or actual acts of terrorism;

    Regulatory requirements, including the Foreign Corrupt Practices Act and U.K. Bribery Act, data privacy requirements, labor laws and anti-competition regulations;

    Ability to comply with additional U.S. laws applicable to U.S. companies operating internationally as well as local laws and regulations;

    Diminished ability to legally enforce contractual rights;

    Increased risk and limits on enforceability of intellectual property rights;

    Possible preferences by local populations for local providers;

    Restrictions on, or adverse consequences related to, the withdrawal of non-U.S. investment and earnings;

    Currency exchange restrictions, particularly conversion of the U.S. dollar into Chinese renminbi;

    Restrictions on repatriation of cash as well as restrictions on investments in operations in certain countries;

    Financial risk arising from transactions in multiple currencies;

    Slower adoption of the Internet as an advertising, broadcast and commerce medium in certain of those markets as compared to the United States;

    Difficulties in managing staffing and operations due to distance, time zones, language and cultural differences; and

    Uncertainty regarding liability for services, content and intellectual property rights, including uncertainty as a result of local laws and lack of precedent.

         The loss of one or more of TripAdvisor's key personnel, or its failure to attract and retain other highly qualified personnel in the future, could harm TripAdvisor's business.

        TripAdvisor's future success depends upon the continued contributions of its senior corporate management and other key employees. In particular, the contributions of Stephen Kaufer, TripAdvisor's President and Chief Executive Officer, are critical to its overall management. TripAdvisor cannot ensure that it will be able to retain the services of these individuals, and the loss of one or more of its key personnel could seriously harm its business. TripAdvisor does not maintain any key person life insurance policies.

        In addition, competition remains intense for well-qualified employees in certain aspects of TripAdvisor's business, including software engineers, developers, product management and development personnel, and other technology professionals. TripAdvisor's continued ability to compete effectively depends on its ability to attract new employees and to retain and motivate existing employees. If TripAdvisor does not succeed in attracting well-qualified employees or retaining or motivating existing employees, our business would be adversely affected.

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         Changing laws, rules and regulations and legal uncertainties may adversely affect our subsidiaries or our financial performance.

        Our subsidiaries' and our businesses and financial performance could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us, our business and our subsidiaries, including those relating to the Internet and online commerce, Internet advertising, consumer protection and privacy. Unfavorable changes could decrease demand for products and services, limit marketing methods and capabilities, increase costs and/or subject us and/or our subsidiaries to additional liabilities.

        For example, there is, and will likely continue to be, an increasing number of laws and regulations pertaining to the Internet and online commerce that may relate to liability for information retrieved from or transmitted over the Internet, online editorial and user-generated content, user privacy, behavioral targeting and online advertising, taxation, liability for third-party activities and the quality of products and services. Our subsidiaries' current business partner arrangements with third parties, including Facebook, could be negatively impacted to the extent that more restrictive privacy laws or regulations are enacted, particularly in the United States or European Union. In addition, enforcement authorities in the United States continue to rely on their authority under existing consumer protection laws to take action against companies relating to data privacy and security practices. The growth and development of online commerce may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, which may impose additional burdens on online businesses generally.

         TripAdvisor's effective tax rate is impacted by a number of factors that could have a material impact on our financial results and could increase the volatility of those results.

        Due to the global nature of its business, TripAdvisor is subject to income taxes in the United States and other foreign jurisdictions. In the event TripAdvisor incurs net income in certain jurisdictions but incurs losses in other jurisdictions, it generally cannot offset the income from one jurisdiction with the loss from another, which could increase its effective tax rate. Furthermore, significant judgment is required to calculate TripAdvisor's worldwide provision for income taxes. In the ordinary course of its business there are many transactions and calculations where the ultimate tax determination is uncertain. By virtue of TripAdvisor's previously filed separate company and consolidated income tax returns with Expedia, TripAdvisor is routinely under audit by federal, state and foreign taxing authorities. Although TripAdvisor believes its tax estimates are reasonable, the final determination of audits could be materially different from its historical income tax provisions and accruals. The results of an audit could have a material effect on TripAdvisor's financial position, results of operations, or cash flows in the period or periods for which that determination is made.

        Additionally, TripAdvisor earns an increasing portion of its income, and accumulates a greater portion of cash flow, in foreign jurisdictions. Any repatriation of funds currently held in foreign jurisdictions may result in higher effective tax rates and incremental cash tax payments. In addition, there have been proposals to amend U.S. tax laws that would significantly impact the manner in which U.S. companies are taxed on foreign earnings. Although we cannot predict whether or in what form any legislation will pass, if enacted, it could have a material adverse impact on TripAdvisor's U.S. tax expense and cash flows.

         TripAdvisor cannot be sure that its intellectual property is protected from copying or use by others, including potential competitors.

        TripAdvisor's websites rely on content, brands and technology, much of which is proprietary. TripAdvisor protects its proprietary content, brands and technology by relying on a combination of trademarks, copyrights, trade secrets, patents and confidentiality agreements. In connection with its

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license agreements with third parties, TripAdvisor seeks to control access to, and the use and distribution of, proprietary technology, content and brands. Even with these precautions, it may be possible for another party to copy or otherwise obtain and use TripAdvisor's proprietary technology, content or brands without authorization or to develop similar technology, content or brands independently. Effective trademark, copyright, patent and trade secret protection may not be available in every jurisdiction in which its services are made available, and policing unauthorized use of its proprietary technology, content and brands is difficult and expensive. Therefore, in certain jurisdictions, TripAdvisor may be unable to protect its proprietary technology, content and brands adequately against unauthorized third-party copying or use, which could adversely affect its business or ability to compete. TripAdvisor cannot be sure that the steps it has taken will prevent misappropriation or infringement of proprietary technology, content or brands. Any misappropriation or violation of TripAdvisor's rights could have a material adverse effect on our business. Furthermore, TripAdvisor may need to go to court or other tribunals to enforce its intellectual property rights, to protect its trade secrets or to determine the validity and scope of the proprietary rights of others. These proceedings might result in substantial costs and diversion of resources and management attention. TripAdvisor's failure to protect its intellectual property in a cost-effective or effective manner could have a material adverse effect on its business and ability to protect its technology, content and brands.

        TripAdvisor currently licenses from third parties and incorporates the technologies and content into its websites. As TripAdvisor continues to introduce new services that incorporate new technologies and content, it may be required to license additional technology or content. TripAdvisor cannot be sure that such technology or content will be available on commercially reasonable terms, if at all.

         TripAdvisor is subject to foreign exchange risk.

        TripAdvisor conducts a significant and growing portion of its business outside the United States. As a result, TripAdvisor faces exposure to movements in currency exchange rates, particularly those related to the Euro, British pound sterling, Singapore dollar and Chinese renminbi. These exposures include, but are not limited to re-measurement gains and losses from changes in the value of foreign denominated assets and liabilities; translation gains and losses on foreign subsidiary financial results that are translated into U.S. dollars upon consolidation; and planning risk related to changes in exchange rates between the time TripAdvisor prepares its annual and quarterly forecasts and when actual results occur.

        Depending on the size of the exposures and the relative movements of exchange rates, if TripAdvisor were to choose not to hedge or were to fail to hedge effectively its exposure, TripAdvisor could experience a material adverse effect on its financial statements and financial condition. As seen in some recent periods, in the event of severe volatility in exchange rates, the impact of these exposures can increase, and the impact on results of operations can be more pronounced. In addition, the current environment and the increasingly global nature of TripAdvisor's business have made hedging these exposures both more complex and costly. TripAdvisor hedges certain short-term foreign currency exposures with the purchase of forward exchange contracts. These hedge contracts only help mitigate the impact of changes in foreign currency rates that occur during the term of the related contract period and carry risks of counter-party failure. There can be no assurance that its hedges will have their intended effects.

         System interruption and the lack of redundancy in some of its internal information systems may harm our subsidiaries' business.

        Our subsidiaries rely on computer systems to deliver content and services. Our subsidiaries have experienced, and may in the future experience, system interruptions that make some or all of these systems unavailable or prevent them from efficiently fulfilling orders or providing content and services to users and third parties. Significant interruptions, outages or delays in internal systems, or systems of

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third parties that they rely upon, including multiple co-location providers for data centers and network access, or deterioration in the performance of any such systems, would impair our subsidiaries' ability to process transactions or display content and decrease the quality of the services they offer to users. These interruptions could include security intrusions and attacks on their systems for fraud or service interruption (called "denial of service" or "bot" attacks). If our subsidiaries were to experience frequent or persistent system failures, their business, reputations and brand could be harmed.

        In addition, our subsidiaries lack backup systems or contingency plans for certain critical aspects of their operations or business processes. Many other systems are not fully redundant and their disaster recovery or business continuity planning may not be sufficient. Fire, flood, power loss, telecommunications failure, break-ins, earthquakes, acts of war or terrorism, acts of God, computer viruses, electronic intrusion attempts from both external and internal sources and similar events or disruptions may damage or impact or interrupt computer or communications systems or business processes at any time. Although our subsidiaries have put measures in place to protect certain portions of their facilities and assets, any of these events could cause system interruption, delays and loss of critical data, and could prevent them from providing content and services to users and/or third parties for a significant period of time. Remediation may be costly and our subsidiaries may not have adequate insurance to cover such costs. Moreover, the costs of enhancing infrastructure to attain improved stability and redundancy may be time consuming and expensive and may require resources and expertise that are difficult to obtain.

         Our subsidiaries' processing, storage and use of personal information and other data exposes them to risks stemming from external and internal security breaches and failure to comply with governmental regulation, which could give rise to liabilities.

        There are numerous laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other consumer data, the scope of which is changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. Our subsidiaries strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection. Any failure or perceived failure by our subsidiaries to comply with their privacy policies, privacy-related obligations to users or other third parties, or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation or public statements that could harm their reputation and cause their customers and members to lose trust in them, which could have an adverse effect on their businesses, brand, market share and results of operations.

        The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet have recently come under increased public scrutiny. The U.S. Congress and federal agencies, including the Federal Trade Commission and the Department of Commerce, are reviewing the need for greater regulation for the collection and use of information concerning consumer behavior on the Internet. U.S. courts are also considering the applicability of existing federal and state statutes, including computer trespass and wiretapping laws, to the collection and exchange of information online. In addition, the European Union is in the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden for companies, including our subsidiaries, with users in Europe and increased costs of compliance.

        Potential security breaches to our subsidiaries' systems, whether resulting from internal or external sources, could significantly harm our business. A party, whether internal or external, that is able to circumvent their security systems could misappropriate user information or proprietary information or cause significant interruptions in their operations. In the past, our subsidiaries have experienced

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"denial-of-service" type attacks on their systems that have made portions of their websites unavailable for short periods of time as well as unauthorized access of their systems and data. Our subsidiaries may need to expend significant resources to protect against security breaches or to address problems caused by breaches, and reductions in website availability could cause a loss of substantial business volume during the occurrence of any such incident. Because the techniques used to sabotage security change frequently, often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, our subsidiaries may be unable to proactively address these techniques or to implement adequate preventive measures. Security breaches could result in negative publicity, damage to reputation, exposure to risk of loss or litigation and possible liability due to regulatory penalties and sanctions. Security breaches could also cause users and potential users to lose confidence in their security, which would have a negative effect on the value of their brands. Failure to adequately protect against attacks or intrusions, whether for their own systems or systems of vendors, could expose our subsidiaries to security breaches that could have an adverse impact on financial performance.

        Our subsidiaries also face risks associated with security breaches affecting third parties conducting business over the Internet. For example, much of TripAdvisor's business is conducted with third party marketing affiliates, which may generate travel reservations through its infrastructure or through its systems. In addition, our subsidiaries frequently use third parties to process credit card payments. A security breach at such third party could be perceived by consumers as a security breach of our subsidiaries' systems and could result in negative publicity, damage our subsidiaries' reputation, expose them to risk of loss or litigation and possible liability and subject them to regulatory penalties and sanctions. In addition, such third parties may not comply with applicable disclosure requirements, which could expose our subsidiaries to liability.

         If the businesses TripAdvisor has acquired or invested in do not perform as expected or TripAdvisor is unable to effectively integrate acquired businesses, its operating results and prospects could be harmed.

        TripAdvisor has acquired a number of businesses in the past, and its future growth may depend, in part, on future acquisitions, any of which could be material to its financial condition and results of operations. Certain financial and operational risks related to acquisitions that may have a material impact on TripAdvisor's business are:

    Use of cash resources and incurrence of debt and contingent liabilities in funding acquisitions may limit other potential uses of its cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;

    Amortization expenses related to acquired intangible assets and other adverse accounting consequences;

    Expected and unexpected costs incurred in identifying and pursuing acquisitions, and performing due diligence on potential acquisition targets that may or may not be successful;

    Diversion of management's attention or other resources from its existing business;

    Difficulties and expenses in integrating the operations, products, technology, privacy protection systems, information systems or personnel of the acquired company;

    Impairment of relationships with employees, suppliers and affiliates of its business and the acquired business;

    The assumption of known and unknown debt and liabilities of the acquired company;

    Failure of the acquired company to achieve anticipated traffic, revenues, earnings or cash flows or to retain key management or employees;

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    Failure to generate adequate returns on acquisitions and investments;

    Entrance into markets in which TripAdvisor has no direct prior experience and increased complexity in its business;

    Impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from acquisitions; and

    Adverse market reaction to acquisitions.

        Moreover, TripAdvisor relies heavily on the representations and warranties provided to it by the sellers of acquired companies, including as they relate to creation, ownership and rights in intellectual property and compliance with laws and contractual requirements. TripAdvisor's failure to address these risks or other problems encountered in connection with past or future acquisitions and investments could cause it to fail to realize the anticipated benefits of such acquisitions or investments, to incur unanticipated liabilities and to harm its business generally.

         No assurance can be made that we will be successful in integrating any acquired businesses.

        Our subsidiaries may grow through acquisitions in selected markets. Integration of new businesses may present significant challenges, including: realizing economies of scale in programming and network operations; eliminating duplicative overhead; and integrating networks, financial systems and operational systems. No assurance can be made that, with respect to any acquisition, we will realize anticipated benefits or successfully integrate any acquired business with our existing operations. In addition, while we intend to implement appropriate controls and procedures as we integrate acquired companies, we may not be able to certify as to the effectiveness of these companies' disclosure controls and procedures or internal control over financial reporting (as required by U.S. federal securities laws and regulations) until we have fully integrated them.

         Future sales of shares of TripAdvisor's or our common stock in the public market, or the perception that such sales may occur, may depress its or our stock price.

        For the period ended December 31, 2013, the average daily trading volume of TripAdvisor's common stock on The Nasdaq Global Select Market was approximately 1.9 million shares. If its stockholders were to sell substantial amounts of TripAdvisor's common stock in the public market, the market price of its common stock and hence our common stock could decrease significantly. The perception in the public market that TripAdvisor's existing stockholders or our stockholders might sell shares of common stock could also depress the trading price of our common stock. For example, sales of or hedging transactions, such as collars, in our shares by our Chairman of the Board or any of our other directors or executive officers could cause a perception in the marketplace that our stock price (and hence TripAdvisor's stock price) has peaked or that adverse events or trends have occurred or may be occurring at our company or TripAdvisor. This perception could result notwithstanding any personal financial motivation for these insider transactions. In addition, we have the right to require TripAdvisor to file registration statements covering TripAdvisor shares we own or to include TripAdvisor shares in registration statements that it may file for itself or other stockholders. A decline in the price of shares of TripAdvisor's common stock or our common stock might impede its or our ability to raise capital through the issuance of additional equity securities.

         The seasonality of our subsidiary BuySeasons places increased strain on its operations.

        The net revenue of BuySeasons in recent years indicates that its business is seasonal due to a higher volume of sales in certain months or calendar quarters or related to holiday shopping. BuySeasons earns approximately half of its revenue from the sale of costumes in September and October leading up to Halloween. If the vendors for BuySeasons' business are not able to provide

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popular products in sufficient amounts such that BuySeasons fails to meet customer demand, it could significantly affect its revenue and future growth. If too many customers access the websites of BuySeasons within a short period of time due to increased demand, its business may experience system interruptions that make its websites unavailable or prevent them from efficiently fulfilling orders, which may reduce the volume of goods it sells and the attractiveness of its products and services. In addition, BuySeasons may be unable to adequately staff its fulfillment and customer service centers during these peak periods and delivery and other third party shipping (or carrier) companies may be unable to meet the seasonal demand.


Factors Relating to the Spin-Off

         The Spin-Off could result in a significant tax liability.

        Liberty has received the Ruling from the IRS to the effect that, among other things, the Spin-Off will qualify as a tax-free transaction for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. It is a condition to the Spin-Off that the Ruling shall not have been withdrawn, invalidated or modified in an adverse manner. Although the Ruling will generally be binding on the IRS, the continued validity of the Ruling will be subject to the accuracy of factual statements and representations made to the IRS by Liberty upon which the Ruling is based. Further, as a result of the IRS's general ruling policy with respect to transactions under Section 355 of the Code, the Ruling does not represent a determination by the IRS that certain requirements necessary to obtain tax-free treatment to holders of Liberty Ventures common stock and to Liberty under Sections 355 and 368(a)(1)(D) of the Code (specifically, the corporate business purpose requirement, the requirement that the Spin-Off not be used principally as a device for the distribution of earnings and profits, and the non-application of Section 355(e) of the Code to the Spin-Off (discussed below)) have been satisfied. Rather, the Ruling is based upon representations made to the IRS by Liberty that these requirements have been satisfied. If any of the statements or representations upon which the Ruling is based are incorrect or untrue in any material respect, or the facts upon which the Ruling is based were materially different from the facts at the time of the Spin-Off, the Ruling could be invalidated.

        As a result of this IRS ruling policy, the Spin-Off is also conditioned upon the receipt by Liberty of the opinion of Baker Botts L.L.P., in form and substance reasonably acceptable to Liberty, to the effect that the Spin-Off will qualify as a tax-free transaction to Liberty and to the holders of Liberty Ventures common stock for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion of counsel will rely on the continued validity of the Ruling, as to the matters covered by the Ruling, and will be based upon certain assumptions, as well as statements, representations and certain undertakings made by officers of Liberty and TripCo and John C. Malone. These assumptions, statements, representations and undertakings are expected to relate to, among other things, Liberty's business reasons for engaging in the Spin-Off and Liberty's and TripCo's current plans and intentions to continue conducting certain of its business activities and not to materially modify its ownership or capital structure, in each case following the Spin-Off. If the Ruling is no longer valid, if any of those statements, representations or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, or if the facts upon which the opinion is based are materially different from the facts at the time of the Spin-Off, the conclusions reached in such opinion could be adversely affected. Opinions of counsel are not binding on the IRS or the courts, and the conclusions expressed in such opinion could be challenged by the IRS and a court could sustain such challenge. The receipt of the opinion, as well as certain other conditions to the Spin-Off, may not be waived by the Liberty board of directors.

        Even if the Spin-Off otherwise qualifies under Sections 355 and 368(a)(1)(D) of the Code, the Spin-Off would result in a significant U.S. federal income tax liability to Liberty (but not to holders of Liberty Ventures common stock) under Section 355(e) of the Code if one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty or in the stock of

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TripCo as part of a plan or series of related transactions that includes the Spin-Off. Current tax law generally creates a presumption that any acquisition of the stock of Liberty or the stock of TripCo within two years before or after the Spin-Off is part of a plan that includes the Spin-Off, although the parties may be able to rebut that presumption. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual and subject to an analysis of the facts and circumstances of a particular case. Notwithstanding the opinion of counsel described above, Liberty or TripCo might inadvertently cause or permit a prohibited change in Liberty's ownership or TripCo's ownership to occur, thereby triggering tax liability to Liberty, which could have a material adverse effect.

        If it is subsequently determined, for whatever reason, that the Spin-Off does not qualify for tax-free treatment, Liberty and/or the holders of Liberty Ventures common stock immediately prior to the Spin-Off could incur significant tax liabilities determined in the manner described in "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off." As described further under "Certain Relationships and Related Party Transactions—Relationships between TripCo and Liberty and/or Liberty Media—Tax Sharing Agreement," in certain circumstances, TripCo will be required to indemnify Liberty, its subsidiaries, and certain related persons for taxes and losses resulting from the Spin-Off. For a more complete discussion of the Ruling, the tax opinion and the tax consequences if the Spin-Off is not tax-free, please see "The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off."

         We may have a significant indemnity obligation to Liberty, which is not limited in amount or subject to any cap, if the Spin-Off is treated as a taxable transaction.

        Pursuant to the tax sharing agreement that we will enter into with Liberty in connection with the Spin-Off (the tax sharing agreement), subject to certain limited exceptions, we will be required to indemnify Liberty, its subsidiaries, and certain related persons for taxes and losses resulting from the failure of the Spin-Off to qualify as a tax-free transaction described under Sections 355 and 368(a)(1)(D) of the Code to the extent such taxes or losses (x) result primarily from, individually or in the aggregate, the breach of certain covenants made by TripCo (applicable to actions or failures to act by TripCo and its subsidiaries following the completion of the Spin-Off), or (y) result from Section 355(e) of the Code applying to the Spin-Off as a result of the Spin-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of TripCo or any successor.

        Our indemnification obligations to Liberty, its subsidiaries and certain related persons will not be limited in amount or subject to any cap. If we are required to indemnify Liberty, its subsidiaries and certain related persons under the circumstances set forth in the tax sharing agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.

         We may determine to forgo certain transactions in order to avoid the risk of incurring significant tax-related liabilities.

        In the tax sharing agreement, we will covenant not to take any action, or fail to take any action, following the Spin-Off, which action or failure to act is inconsistent with the Spin-Off qualifying for tax-free treatment under Sections 355 and 368(a)(1)(D) of the Code. Further, the tax sharing agreement will require that we generally indemnify Liberty for any taxes or losses incurred by Liberty (or its subsidiaries) resulting from breaches of such covenants or resulting from Section 355(e) of the Code applying to the Spin-Off because of acquisitions of a 50-percent or greater interest (measured by vote or value) in our stock that are part of a plan that includes the Spin-Off. As a result, we might determine to forgo certain transactions that might have otherwise been advantageous in order to preserve the tax-free treatment of the Spin-Off.

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        In particular, we might determine to continue to operate certain of our business operations for the foreseeable future even if a sale or discontinuance of such business might have otherwise been advantageous. Moreover, in light of the requirements of Section 355(e) of the Code, we might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions or other strategic transactions for some period of time following the Spin-Off. In addition, our indemnity obligation under the tax sharing agreement might discourage, delay or prevent a change of control transaction for some period of time following the Spin-Off.

         We may incur material costs as a result of our separation from Liberty.

        We will incur costs and expenses not previously incurred as a result of our separation from Liberty. These increased costs and expenses may arise from various factors, including financial reporting, costs associated with complying with the federal securities laws (including compliance with the Sarbanes-Oxley Act of 2002), tax administration and human resources related functions. Although Liberty Media will continue to provide many of these services for us under the services agreement, we cannot assure you that the services agreement will continue or that these costs will not be material to our business.

         Prior to the Spin-Off, we will not have been an independent company and we may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent company.

        Prior to the Spin-Off, our business was operated by Liberty as part of its broader corporate organization, rather than as an independent company. Liberty's senior management oversaw the strategic direction of our businesses and Liberty (directly and through its services agreement with Liberty Media) performed various corporate functions for us, including, but not limited to:

    selected human resources related functions;

    tax administration;

    selected legal functions (including compliance with the Sarbanes-Oxley Act of 2002), as well as external reporting;

    treasury administration, investor relations, internal audit and insurance functions; and

    selected information technology and telecommunications services.

        Following the Spin-Off, neither Liberty nor any of its affiliates will have any obligation to provide these functions to us other than those services that will be provided by Liberty Media pursuant to the services agreement between us and Liberty Media. If, once our services agreement terminates, we do not have in place our own systems and business functions, we do not have agreements with other providers of these services or we are not able to make these changes cost effectively, we may not be able to operate our business effectively and our profitability may decline. If Liberty Media does not continue to perform effectively the services that are called for under its services agreement with us, we may not be able to operate our business effectively after the Spin-Off.

         We may not realize the potential benefits from the Spin-Off in the near term or at all.

        In this prospectus, we have described anticipated strategic and financial benefits we expect to realize as a result of our separation from Liberty. See "The Spin-Off—Reasons for the Spin-Off." In particular, we believe that the Spin-Off will better position us to take advantage of business opportunities, strategic alliances and other acquisitions through TripCo's enhanced acquisition currency, as well as facilitate a potential combination of TripCo and TripAdvisor. We also expect the Spin-Off to enable TripCo to provide its employees with more attractive equity incentive awards. However, no assurance can be given that the market will react favorably to the Spin-Off or that the current discount applied by the market to the Liberty Ventures common stock will not be applied to TripCo's common

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stock, thereby causing TripCo's equity to not be as attractive to its employees as well as any potential acquisition counterparties. In addition, no assurance can be given that any investment, acquisition or other strategic opportunities will become available following the Spin-Off on terms that TripCo finds favorable or at all, nor can any assurance be given that a combination of TripCo and TripAdvisor will ever occur. Given the added costs associated with the completion of the Spin-Off, including the separate accounting, legal and other compliance costs of being a separate public company, our failure to realize the anticipated benefits of the Spin-Off in the near term or at all could adversely affect our company.

         Our company has overlapping management with Liberty and Liberty Media, which may lead to conflicting interests.

        As a result of the Spin-Off, the September 2011 separation of Starz from Liberty and the January 2013 spin-off of Liberty Media from Starz, most of the executive officers of TripCo also serve as executive officers of Liberty and Liberty Media. [Following the Spin-Off, [[    •    ], the [    •    ] of [    •    ],] will be the Chairman of the Board of our company. Gregory B. Maffei will be the Chief Executive Officer and President of our company, Liberty and Liberty Media. None of TripCo, Liberty Media and Liberty has any ownership interest in any of the others. Our executive officers and members of our company's board of directors have fiduciary duties to our stockholders. Likewise, any such persons who serve in similar capacities at Liberty or Liberty Media or any other public company have fiduciary duties to that company's stockholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Any potential conflict that qualifies as a "related party transaction" (as defined in Item 404 of Regulation S-K) is subject to review by an independent committee of the applicable issuer's board of directors in accordance with its corporate governance guidelines. Any other potential conflicts that arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, we may enter into transactions with Liberty or Liberty Media and/or their respective subsidiaries or other affiliates. There can be no assurance that the terms of any such transactions will be as favorable to our company, Liberty, Liberty Media or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping management.

        Our inter-company agreements are being negotiated while we are a subsidiary of Liberty.    We are entering into a number of inter-company agreements covering matters such as tax sharing and our responsibility for certain liabilities previously undertaken by Liberty for certain of our businesses. In addition, we are entering into a services agreement with Liberty Media pursuant to which it will provide to us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we will reimburse them on a [fixed fee] basis. The terms of all of these agreements are being established while we are a wholly owned subsidiary of Liberty, and hence may not be the result of arms' length negotiations. Although we believe that the negotiations with Liberty Media will be at arms' length, the persons negotiating on behalf of Liberty Media also serve as officers of Liberty, as described above. We believe that the terms of these inter-company agreements are commercially reasonable and fair to all parties under the circumstances; however, conflicts could arise in the interpretation or any extension or renegotiation of the foregoing agreements after the Spin-Off. See "Certain Relationships and Related Party Transactions."

         Liberty's board of directors may abandon the Spin-Off at any time, and its board of directors may determine to amend the terms of any agreement we enter into relating to the Spin-Off.

        No assurance can be given that the Spin-Off will occur, or if it occurs that it will occur on the terms described in this prospectus. In addition to the conditions to the Spin-Off described herein (certain of which may be waived by the Liberty board of directors in its sole discretion), the Liberty

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board of directors may abandon the Spin-Off at any time prior to the distribution date for any reason or for no reason. In addition, the agreements to be entered into by TripCo with Liberty in connection with the Spin-Off (including the reorganization agreement, the tax sharing agreement, the services agreement and the facilities sharing agreement) may be amended or modified prior to the distribution date in the sole discretion of Liberty. If any condition to the Spin-Off is waived or if any material amendments or modifications are made to the terms of the Spin-Off or to such ancillary agreements prior to the Spin-Off, Liberty intends to promptly issue a press release and file a Form 8-K informing the market of the substance of such waiver, amendment or modification.


Factors Relating to our Common Stock and the Securities Market

         We cannot be certain that an active trading market will develop or be sustained after the Spin-Off, and following the Spin-Off, our stock price may fluctuate significantly.

        We cannot assure you that an active trading market will develop or be sustained for our common stock after the Spin-Off. We cannot predict the prices at which either series of our common stock may trade after the Spin-Off, the effect of the Spin-Off on the trading prices of the Liberty Ventures common stock or whether the market value of the shares of a series of our common stock and the shares of the same series of the Liberty Ventures common stock held by a stockholder after the Spin-Off will be less than, equal to or greater than the market value of a share of the corresponding series of Liberty Ventures common stock held by such stockholder prior to the Spin-Off.

        The market price of our common stock may fluctuate significantly due to a number of factors, some of which may be beyond our control, including:

    actual or anticipated fluctuations in our operating results;

    changes in earnings estimated by securities analysts or our ability to meet those estimates;

    the operating and stock price performance of comparable companies; and

    domestic and foreign economic conditions.

        The fair value of Liberty's investment in TripAdvisor, on an as-converted basis, was approximately $2.8 billion as of March 31, 2014, which represents a large portion of the total market value of the Liberty Ventures tracking stock, as a whole, and will represent an even larger portion of TripCo's total market value following the Spin-Off. The Liberty Ventures tracking stock has historically traded at times somewhat in tandem with TripAdvisor's common stock. As a result of the Spin-Off, our stock price may move in tandem with the TripAdvisor stock price to a greater degree than the Liberty Ventures common stock does today, with the result that our stock price may be disproportionately affected by the results of operations of TripAdvisor and developments in its business.

         If, following the Spin-Off, we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned and our stock price may suffer.

        Section 404 of the Sarbanes-Oxley Act of 2002 requires any company subject to the reporting requirements of the U.S. securities laws to do a comprehensive evaluation of its and its consolidated subsidiaries' internal control over financial reporting. To comply with this statute, we will be required to document and test our internal control procedures; our management will be required to assess and issue a report concerning our internal control over financial reporting; and our independent auditors will be required to issue an opinion on management's assessment of those matters. Our compliance with Section 404 of the Sarbanes-Oxley Act will first be tested in connection with the filing of our Annual Report on Form 10-K for the fiscal year ending December 31, 201[5]. The rules governing the standards that must be met for management to assess our internal control over financial reporting are

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complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act. If our management cannot favorably assess the effectiveness of our internal control over financial reporting or our auditors identify material weaknesses in our internal controls, investor confidence in our financial results may weaken, and our stock price may suffer.

         It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.

        Certain provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a change in control of our company that a stockholder may consider favorable. These provisions include the following:

    authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to ten votes per share, a Series A that entitles the holders to one vote per share and a Series C that, except as otherwise required by applicable law, entitles the holders to no voting rights;

    authorizing the issuance of "blank check" preferred stock, which could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

    classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors;

    limiting who may call special meetings of stockholders;

    prohibiting stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of the stockholders;

    establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

    requiring stockholder approval by holders of at least 80% of our voting power or the approval by at least 75% of our board of directors with respect to certain extraordinary matters, such as a merger or consolidation of our company, a sale of all or substantially all of our assets or an amendment to our certificate of incorporation; and

    the existence of authorized and unissued stock which would allow our board of directors to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.

         After the Spin-Off, TripCo may be controlled by one principal stockholder.

        John C. Malone currently beneficially owns shares of Liberty Ventures common stock representing approximately 29.1% of the aggregate voting power of the outstanding shares of Liberty Ventures common stock as of March 31, 2014. Following the consummation of the Spin-Off, Mr. Malone is expected to beneficially own shares of our common stock representing approximately 29.0% of TripCo's voting power, based upon the one-for-one distribution ratio in the Spin-Off and his beneficial ownership of LVNTA and LVNTB as of March 31, 2014 (as reflected under "Security Ownership of Certain Beneficial Owners—Security Ownership of Management" below). Mr. Malone's rights to vote or dispose of his equity interest in TripCo will not be subject to any restrictions in favor of TripCo other than as may be required by applicable law and except for customary transfer restrictions pursuant to incentive award agreements.

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         Holders of a single series of our common stock may not have any remedies if an action by our directors has an adverse effect on only that series of our common stock.

        Principles of Delaware law and the provisions of our certificate of incorporation may protect decisions of our board of directors that have a disparate impact upon holders of any single series of our common stock. Under Delaware law, the board of directors has a duty to act with due care and in the best interests of all of our stockholders, including the holders of all series of our common stock. Principles of Delaware law established in cases involving differing treatment of multiple classes or series of stock provide that a board of directors owes an equal duty to all common stockholders regardless of class or series and does not have separate or additional duties to any group of stockholders. As a result, in some circumstances, our directors may be required to make a decision that is viewed as adverse to the holders of one series of our common stock. Under the principles of Delaware law and the business judgment rule, holders may not be able to successfully challenge decisions that they believe have a disparate impact upon the holders of one series of our stock if our board of directors is disinterested and independent with respect to the action taken, is adequately informed with respect to the action taken and acts in good faith and in the honest belief that the board is acting in the best interest of all of our stockholders.

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CAUTIONARY STATEMENTS CONCERNING FORWARD LOOKING STATEMENTS

        Certain statements in this prospectus and in the documents incorporated by reference herein constitute forward-looking statements, including certain statements relating to the business strategies, market potential and future financial performance of our company and our subsidiaries, and other matters. In particular, information included under "The Spin-Off," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of our Business" and "Financial Statements" contain forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described herein under the headings "Risk Factors," the following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

    customer demand for products and services and the ability of our company and our subsidiaries to adapt to changes in demand;

    competitor responses to products and services;

    the levels and quality of online traffic to our businesses' websites and the ability of our subsidiaries to convert visitors into consumers or contributors;

    the expansion of social integration and member acquisition efforts with social media by our subsidiaries;

    the impact of changes in search engine algorithms and dynamics or search engine disintermediation;

    uncertainties inherent in the development and integration of new business lines and business strategies;

    our future financial performance, including availability, terms and deployment of capital;

    our ability to successfully integrate and recognize anticipated efficiencies and benefits from the businesses we acquire;

    the ability of suppliers and vendors to deliver products, equipment, software and services;

    availability of qualified personnel;

    changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the FCC and adverse outcomes from regulatory proceedings;

    changes in the business models of our subsidiaries;

    changes in the nature of key strategic relationships with partners, vendors and joint venturers;

    general economic and business conditions and industry trends including the current economic downturn and those which result in declines or disruptions in the travel industry;

    consumer spending levels, including the availability and amount of individual consumer debt;

    costs related to the maintenance and enhancement of brand awareness by our subsidiaries;

    advertising spending levels;

    rapid technological changes;

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    our failure, and the failure of our subsidiaries, to protect the security of personal information about customers, subjecting each of us to potentially costly government enforcement actions or private litigation and reputational damage;

    the regulatory and competitive environment of the industries in which our subsidiaries operate; and

    fluctuations in foreign currency exchange rates and political unrest in international markets.

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this prospectus, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein or therein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in "Risk Factors" and other cautionary statements contained or incorporated in this document. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.

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THE SPIN-OFF

Background for the Spin-Off

        The board of directors of Liberty periodically reviews with management the strategic goals and prospects of its various businesses, equity affiliates and other investments. In 2012, Liberty recapitalized its common stock into two new tracking stocks, the Liberty Interactive Group and the Liberty Ventures Group, for the purpose of creating greater transparency for the assets and liabilities attributed to each group, among other reasons. Although the public markets have responded favorably to these two tracking stocks, Liberty believes that the public markets continue to apply a meaningful discount to the underlying value of the businesses and assets attributed to the Liberty Ventures tracking stock group in establishing the trading value of the Liberty Ventures common stock due to the interrelationships of the businesses of Liberty, the multiple layers of financial reporting and uncertainty surrounding the allocation of corporate opportunities and capital resources among Liberty's tracking stock groups. Accordingly, in the fall of 2013, the Liberty board of directors determined to pursue the Spin-Off, as described in more detail below.

        Our company is currently a wholly-owned subsidiary of Liberty. Following the Spin-Off, our principal businesses, assets and liabilities will consist of Liberty's 22% ownership interest and 57% voting interest in TripAdvisor, BuySeasons, anticipated corporate level cash and cash equivalents of $50 million and $400 million in indebtedness (such businesses and assets, as well as any related liabilities, including with respect to the Margin Loans, the TripCo Assets and Liabilities). To accomplish the Spin-Off, Liberty will effect the distribution, whereby holders of LVNTA and LVNTB will receive, by means of a dividend, shares of our Series A common stock and Series B common stock, respectively. Holders of LINTA and LINTB (or, if the Proposed Reclassification has occurred, holders of Liberty's QVC Group common stock and Liberty Digital Commerce common stock) will not receive shares of our common stock in the Spin-Off. Following the Spin-Off, Liberty will cease to own any equity interest in our company, and we will be an independent publicly traded company. No vote of Liberty's stockholders is required or being sought in connection with the Spin-Off, and holders of Liberty Ventures common stock will have no appraisal rights in connection with the Spin-Off.

        At present, Liberty's interest in TripAdvisor is attributed to its Ventures Group and BuySeasons, as a part of Celebrate, is attributed to its Interactive Group. Concurrently with Liberty's plan to effect the Spin-Off, Liberty is also pursuing the Proposed Reclassification, whereby it would reclassify its Liberty Interactive common stock into a new QVC Group common stock and a new Liberty Digital Commerce common stock. In the event that the Spin-Off occurs prior to the Proposed Reclassification, BuySeasons would be reattributed from Liberty's Interactive Group to its Ventures Group prior to the Spin-Off. In the event that the Spin-Off does not occur prior to the Proposed Reclassification, BuySeasons will be attributed to the QVC Group in connection with the Proposed Reclassification and then later reattributed to the Ventures Group prior to the Spin-Off. Our interest in TripAdvisor will remain attributed to the Ventures Group regardless of whether the Proposed Reclassification occurs prior to the Spin-Off.


Reasons for the Spin-Off

        In determining to approve the Spin-Off, it was believed that Spin-Off would result in the creation of stockholder value because the aggregate trading value of our common stock and the Liberty Ventures common stock would exceed the aggregate trading value of the existing Liberty Ventures common stock. The Liberty board took into account a number of factors approving the Spin-Off, including the following:

    The creation of a more traditional, asset-backed security is expected to provide greater transparency for investors with respect to TripCo's dominant business, TripAdvisor, resulting in more focus and attention by the investment community on this business.

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    The Spin-Off is expected to cause the trading discount applied to the Liberty Ventures common stock to be reduced, because separating TripCo will better highlight the discount at which the Liberty Ventures common stock historically has traded relative to the underlying asset composition of the Liberty Ventures tracking stock group. An increase in the aggregate trading prices associated with the Liberty Ventures common stock and the TripCo common stock would enhance the ability of each of Liberty and TripCo to issue its equity for purposes of making strategic acquisitions with less dilution to each company's respective stockholder base (including in a potential future combination of TripCo with TripAdvisor following the Spin-Off, in which TripCo could issue its common stock as consideration in such a transaction).

    By separating TripCo from Liberty, it is expected that complications in negotiations with TripAdvisor regarding the valuation of Liberty's other businesses will be avoided, thus increasing the likelihood of reaching a potential agreement with respect to the combination of our company with TripAdvisor.

    The Spin-Off is expected to enhance the ability of Liberty and TripCo to retain and attract qualified personnel, by enabling each company to grant equity incentive awards based on its own publicly traded equity with less dilution to its stockholders (as a result of the reduction in the discount associated with its equity), and will further enable each company to more effectively tailor employee benefit plans and retention programs and provide improved incentives to the management, employees and future hires of each company that will better and more directly align the incentives for each company's management and employees with their performance.

        The Liberty board also considered a number of costs and risks associated with the Spin-Off in approving the Spin-Off, including the following:

    After the Spin-Off, the Liberty Ventures tracking stock group and TripCo will have smaller market capitalizations than the current market capitalization of the Liberty Ventures tracking stock group, and their stock prices may be more volatile than the Liberty Ventures tracking stock price was prior to the Spin-Off. The board also considered the possibility that the combined market values of the separate stocks may be lower than the market value of the Liberty Ventures tracking stock prior to the Spin-Off.

    The risk of being unable to achieve the benefits expected from the Spin-Off.

    The leverage to be incurred by TripCo as a result of obtaining the Loan Proceeds, a substantial portion of which will be distributed to Liberty by TripCo as part of the internal restructuring.

    The loss of synergies from operating as one company, particularly in administrative and support functions.

    The potential disruption of the businesses of Liberty, as its management and employees devote time and resources to completing the Spin-Off.

    The substantial costs of effecting the Spin-Off and continued compliance with legal and other requirements applicable to two separate public reporting companies.

    The potential tax liabilities that could arise from the Spin-Off, including the possibility that the IRS could successfully assert that the Spin-Off is taxable to holders of Liberty Ventures common stock and/or to Liberty. In the event such tax liabilities were to arise, TripCo's potential indemnity obligation to Liberty is not subject to a cap.

        Liberty's board evaluated the costs and benefits of the transaction as a whole and did not find it necessary to assign relative weights to the specific factors considered. Liberty's board concluded, however, that the potential benefits of the Spin-Off outweighed its potential costs, and that separating

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our company from Liberty in the form of a distribution to Liberty's stockholders that is generally tax-free is appropriate, advisable and in the best interests of Liberty and its stockholders.


Interests of Certain Persons

        In connection with the Spin-Off, the executive officers and directors of Liberty will receive adjustments to their stock incentive awards with respect to Liberty Ventures common stock and stock incentive awards with respect to TripCo common stock. See "—Effect of the Spin-Off on Outstanding Liberty Ventures Incentive Awards" below for more information.

        Certain current executive officers of Liberty will also serve as executive officers of TripCo immediately following the Spin-Off. See "Risk Factors—Our company has overlapping management with Liberty and Liberty Media, which may lead to conflicting interests." Furthermore the executive officers of Liberty and TripCo are entitled to indemnification with respect to actions taken by them in connection with the Spin-Off under the organizational documents of Liberty and TripCo, as well as customary indemnification agreements to which Liberty and TripCo, on the one hand, and these persons, on the other hand, are parties.

        As of March 31, 2014, Liberty's executive officers and directors beneficially owned shares of Liberty Ventures common stock representing in the aggregate approximately 31.1% of the aggregate voting power of the outstanding shares of Liberty Ventures common stock.

        The Liberty board was aware of these interests and considered them when it approved the Spin-Off.


Conditions to the Spin-Off

        Liberty's board of directors has reserved the right, in its sole discretion, to amend, modify, delay or abandon the Spin-Off and the related transactions at any time prior to the distribution date. In addition, the completion of the Spin-Off and related transactions are subject to the satisfaction (as determined by the Liberty board of directors in its sole discretion) of the following conditions, certain of which may be waived by the Liberty board of directors in its sole discretion:

    (1)
    The Ruling received by Liberty from the IRS to the effect that the Spin-Off will qualify as a tax-free transaction to Liberty and to the holders of Liberty Ventures common stock under Sections 355 and 368(a)(1)(D) of the Code not having been withdrawn, invalidated or modified in an adverse manner;

    (2)
    the opinion of Baker Botts L.L.P., in form and substance reasonably acceptable to Liberty and which opinion will rely upon the continued validity of the Ruling, providing to the effect that the Spin-Off will qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code, and that for U.S. federal income tax purposes, (i) no gain or loss will be recognized by Liberty upon the distribution of our common stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Liberty Ventures common stock upon the receipt of shares of our common stock in the Spin-Off;

    (3)
    the effectiveness under the Securities Act of the TripCo registration statement, of which this prospectus forms a part, and the effectiveness of the registration of the TripCo common stock under Section 12(b) of the Exchange Act;

    (4)
    the approval of Nasdaq for the listing of our common stock; and

    (5)
    any material regulatory or contractual consents or approvals that the Liberty board determines to obtain shall have been obtained.

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        The second, third and fourth conditions set forth above are non-waivable. The Liberty board may, however, waive the first and fifth conditions set forth above. In the event the Liberty board of directors waives a material condition to the Spin-Off, Liberty intends to promptly issue a press release and file a Current Report on Form 8-K to report such event.


Manner of Effecting the Spin-Off

        Liberty is effecting the Spin-Off by distribution to holders of its Liberty Ventures common stock as a dividend: (i) one share of our Series A common stock for each whole share of LVNTA, and (ii) one share of our Series B common stock for each whole share of LVNTB, in each case, held by such stockholder as of the record date.

        Following the record date and prior to the distribution date, Liberty will deliver all of the issued and outstanding shares of our Series A common stock and Series B common stock to the distribution agent. If you own Liberty Ventures common stock as of the close of business on the record date, the shares of TripCo common stock that you are entitled to receive in the Spin-Off will be issued electronically in book-entry form, as of the distribution date, to you or to your bank or brokerage firm on your behalf, which we expect to occur within one (1) business day of the distribution date to allow the distribution agent to effect the distribution of shares. Registration in book-entry form refers to a method of recording stock ownership when no physical share certificates are issued to stockholders, as is the case in the Spin-Off. Please note that if any stockholder of Liberty Ventures common stock sells shares of LVNTA or LVNTB before the record date, so that such stockholder is not the record holder on the record date, the buyer of those shares, and not the seller, will become entitled to receive the shares of our common stock issuable in respect of the shares sold. If you are a holder of shares of Liberty Ventures common stock on the record date, you will be entitled to receive the shares of TripCo common stock issuable in respect of those shares sold even if you sell them between the record date and the distribution date. See "—Trading Prior to the Record Date" below for more information. At such time, pursuant to the reorganization agreement to be entered into between TripCo and Liberty, TripCo will be spun off from Liberty and will become an independent publicly traded company. If you are a record holder of Liberty Ventures common stock on the record date, Computershare will mail you a book-entry account statement that reflects your shares of TripCo common stock. If you are a beneficial owner of Liberty Ventures common stock (but not a record holder) on the record date, your bank or brokerage firm will credit your account with the shares of TripCo common stock that you are entitled to receive.

        Stockholders of Liberty are not being asked to take any action in connection with the Spin-Off. No stockholder approval of the Spin-Off is required or being sought. Neither Liberty nor our company is asking you for a proxy, and you are requested not to send us a proxy. You are not required to pay any consideration or give up any portion of your Liberty Ventures common stock to receive shares of our common stock in the Spin-Off.


Effect of the Spin-Off on Outstanding Liberty Ventures Incentive Awards

        Options to purchase shares of Liberty Ventures common stock, stock appreciation rights with respect to shares of Liberty Ventures common stock and restricted shares of Liberty Ventures common stock have been granted to various directors, officers and employees and consultants of Liberty and certain of its subsidiaries pursuant to the various stock incentive plans administered by the Liberty board of directors or the compensation committee thereof. Below is a description of the effect of the Spin-Off on these outstanding equity awards.

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    Option Awards

        Each holder of an outstanding option to purchase shares of Liberty Ventures common stock on the record date (an original Ventures option award) will receive an option to purchase shares of the corresponding series of our common stock (a new TripCo option award) and an adjustment to the exercise price of and the number of shares subject to the original Ventures option award (as so adjusted, an adjusted Ventures option award). The exercise prices of and the number of shares subject to the new TripCo option award and the related adjusted Ventures option award will be determined based on the exercise price of and the number of shares subject to the original Ventures option award, the pre-Spin-Off trading price of Liberty Ventures common stock (determined using the volume weighted average price of the applicable series of Liberty Ventures common stock over the three-consecutive trading days immediately preceding the Spin-Off) and the relative post-Spin-Off trading prices of Liberty Ventures common stock and TripCo common stock (determined using the volume weighted average price of the applicable series of common stock over the three-consecutive trading days beginning on the first trading day following the Spin-Off on which both the Liberty Ventures common stock and the TripCo common stock trade in the "regular way" (meaning once the common stock trades using a standard settlement cycle)), such that the pre-Spin-Off intrinsic value of the original Ventures option award is allocated between the new TripCo option award and the adjusted Ventures option award.

        Except as described above, all other terms of an adjusted Ventures option award and a new TripCo option award (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding original Ventures option award. The terms of the adjusted Ventures option awards will be determined and the new TripCo option awards will be granted as soon as practicable following the determination of the pre- and post-Spin-Off trading prices of Liberty Ventures common stock and TripCo common stock, as applicable.

    SAR Awards

        Each holder of an outstanding stock appreciation right with respect to shares of Liberty Ventures common stock on the record date (an original Ventures SAR) will receive a stock appreciation right with respect to shares of the corresponding series of our common stock (a new TripCo SAR) and an adjustment to the base price of and the number of shares subject to the original Ventures SAR (as so adjusted, an adjusted Ventures SAR). The base prices of and the number of shares subject to the new TripCo SAR and the related adjusted Ventures SAR will be determined based upon the base price of and the number of shares subject to the original Ventures SAR, the pre-Spin-Off trading price of Liberty Ventures common stock (determined as described above) and the relative post-Spin-Off trading prices of Liberty Ventures common stock and TripCo common stock (determined as described above), such that the pre-Spin-Off intrinsic value of the original Ventures SAR is allocated between the new TripCo SAR and the adjusted Ventures SAR.

        Except as described above, all other terms of an adjusted Ventures SAR and a new TripCo SAR (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding original Ventures SAR. The terms of the adjusted Ventures SAR will be determined and the new TripCo SAR will be granted as soon as practicable following the determination of the pre-and post-Spin-Off trading prices of Liberty Ventures common stock and TripCo common stock, as applicable.

    Restricted Stock Awards

        Each holder of a restricted stock award with respect to shares of Liberty Ventures common stock (an original Ventures restricted stock award) will receive in the distribution one restricted share of the corresponding series of TripCo common stock (a new TripCo restricted stock award) for each restricted

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share of Liberty Ventures common stock held by them as of the distribution record date. Except as described above, all new TripCo restricted stock awards (including, for example, the vesting terms thereof) will, in all material respects, be the same as those of the corresponding original Ventures restricted stock award.

    Transitional Plan

        All of the new TripCo option awards, new TripCo SARs and new TripCo restricted stock awards will be issued pursuant to the TripCo Transitional Stock Adjustment Plan (the transitional plan), a copy of which will be filed as an exhibit to the Registration Statement on Form S-1 of which this prospectus forms a part. The transitional plan will govern the terms and conditions of the foregoing TripCo incentive awards but will not be used to make any grants following the Spin-Off.


Material U.S. Federal Income Tax Consequences of the Spin-Off

        The following discussion summarizes the material U.S. federal income tax consequences to holders of Liberty Ventures common stock as a result of the Spin-Off. This discussion is based on the Code, applicable Treasury regulations, judicial authority, and administrative rulings and practice, all as in effect as of the date of this document. This section is limited to holders of Liberty Ventures common stock that are U.S. holders, as defined below, that hold their shares of Liberty Ventures common stock as capital assets, within the meaning of Section 1221 of the Code. Further, this section does not discuss all tax considerations that may be relevant to holders of Liberty Ventures common stock in light of their particular circumstances, nor does it address the consequences to holders of Liberty Ventures common stock subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, partnerships (including entities treated as partnerships for U.S. federal income tax purposes), persons who acquired such shares of Liberty Ventures common stock pursuant to the exercise of employee stock options or otherwise as compensation, financial institutions, insurance companies, dealers or traders in securities, and persons who hold their shares of Liberty Ventures common stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes. This section does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or foreign tax consequences.

        Holders of Liberty Ventures common stock are urged to consult with their tax advisors as to the particular tax consequences to them as a result of the Spin-Off.

        For purposes of this section, a U.S. holder is a beneficial owner of Liberty Ventures common stock that is, for U.S. federal income tax purposes:

    an individual who is a citizen or a resident of the United States;

    a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any state or political subdivision thereof;

    an estate, the income of which is subject to United States federal income taxation regardless of its source; or

    a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (ii) it has a valid election in place under applicable Treasury regulations to be treated as a U.S. person.

        If a partnership (including any entity treated as partnership for U.S. federal income tax purposes) holds shares of Liberty Ventures common stock, the tax treatment of a partner in the partnership

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generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding shares of Liberty Ventures common stock should consult its tax advisor regarding the tax consequences of the Spin-Off.

        Liberty has received the Ruling from the IRS to the effect that the Spin-Off will qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code and that, accordingly, for U.S. federal income tax purposes, among other things:

    no gain or loss will be recognized by Liberty upon the distribution of (a) shares of TripCo Series A common stock to holders of LVNTA and (b) shares of TripCo Series B common stock to holders of LVNTB pursuant to the Spin-Off;

    no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Liberty Ventures common stock upon the receipt of shares of TripCo common stock pursuant to the Spin-Off;

    a stockholder who receives shares of TripCo common stock in the Spin-Off will have an aggregate basis in its Liberty Ventures common stock and TripCo common stock following the Spin-Off equal to the aggregate basis of the Liberty Ventures common stock that the stockholder held immediately before the Spin-Off, allocated between the Liberty Ventures common stock and TripCo common stock in proportion to the fair market value of each; and

    the holding period of the shares of TripCo common stock received in the Spin-Off by a holder of Liberty Ventures common stock will include the holding period of its shares of Liberty Ventures common stock.

        It is a condition to the Spin-Off that the Ruling shall not have been withdrawn, invalidated or modified in an adverse manner. This condition, as well as certain other conditions to the Spin-Off, may be waived by the Liberty board of directors in its sole discretion.

        Stockholders that have acquired different blocks of Liberty Ventures common stock at different times or at different prices should consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and their holding period of, shares of TripCo common stock distributed with respect to such blocks of Liberty Ventures common stock.

        Although the Ruling will generally be binding on the IRS, the continued validity of the Ruling will be subject to the accuracy of factual statements and representations made to the IRS by Liberty upon which the Ruling is based. Further, as a result of the IRS's general ruling policy with respect to transactions under Section 355 of the Code, the Ruling does not represent a determination by the IRS that certain requirements necessary to obtain tax-free treatment to holders of Liberty Ventures common stock and to Liberty under Sections 355 and 368(a)(1)(D) of the Code (specifically, the corporate business purpose requirement, the requirement that the Spin-Off not be used principally as a device for the distribution of earnings and profits, and the non-application of Section 355(e) of the Code to the Spin-Off (discussed below)) have been satisfied. Rather, the Ruling is based upon representations made to the IRS by Liberty that these requirements have been satisfied. If any of the statements or representations upon which the Ruling is based are incorrect or untrue in any material respect, or the facts upon which the Ruling is based were materially different from the facts at the time of the Spin-Off, the Ruling could be invalidated.

        As a result of this IRS ruling policy, the Spin-Off is also conditioned upon the receipt by Liberty of the opinion of Baker Botts L.L.P., in form and substance reasonably acceptable to Liberty, to the effect that the Spin-Off will qualify as a tax-free transaction to Liberty and to the holders of Liberty Ventures common stock for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. The opinion of counsel will rely on the continued validity of the Ruling, as to the matters covered by the Ruling, and will be based upon certain assumptions, as well as statements,

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representations and certain undertakings made by officers of Liberty and TripCo and John C. Malone. These assumptions, statements, representations and undertakings are expected to relate to, among other things, Liberty's business reasons for engaging in the Spin-Off and Liberty's and TripCo's current plans and intentions to continue conducting certain of its business activities and not to materially modify its ownership or capital structure, in each case following the Spin-Off. If the Ruling is no longer valid, if any of those statements, representations or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, or if the facts upon which the opinion is based are materially different from the facts at the time of the Spin-Off, the conclusions reached in such opinion could be adversely affected. Opinions of counsel are not binding on the IRS or the courts, and the conclusions expressed in such opinion could be challenged by the IRS and a court could sustain such challenge. The receipt of the opinion, as well as certain other conditions to the Spin-Off, may not be waived by the Liberty board of directors.

        If the Spin-Off does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, Liberty would be subject to tax as if it had sold the TripCo common stock in a taxable sale for its fair market value. The holders of Liberty Ventures common stock would be subject to tax as if they had received a taxable distribution equal to the fair market value of TripCo common stock that was distributed to them, taxable as a dividend to the extent of Liberty's earnings and profits. The amount of the taxable distribution in excess of Liberty's earnings and profits would result first in a non-taxable dollar-for-dollar reduction in the stockholder's basis in its Liberty Ventures common stock, and thereafter would be treated as capital gain from the sale or exchange of such stockholder's Liberty Ventures common stock. It is expected that the amount of any such taxes to the holders of Liberty Ventures common stock and to Liberty would be substantial.

        Even if the Spin-Off otherwise qualifies under Sections 355 and 368(a)(1)(D) of the Code, the Spin-Off would result in a significant U.S. federal income tax liability to Liberty (but not to holders of Liberty Ventures common stock) under Section 355(e) of the Code if one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of Liberty or in the stock of TripCo as part of a plan or series of related transactions that includes the Spin-Off. Current tax law generally creates a presumption that any acquisition of the stock of Liberty or the stock of TripCo within two years before or after the Spin-Off is part of a plan that includes the Spin-Off, although the parties may be able to rebut that presumption. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual and subject to an analysis of the facts and circumstances of a particular case. Notwithstanding the opinion of counsel described above, Liberty or TripCo might inadvertently cause or permit a prohibited change in Liberty's ownership or TripCo's ownership to occur, thereby triggering tax liability to Liberty. If the Spin-Off is determined to be taxable to Liberty under Section 355(e), Liberty would recognize gain equal to the excess of the fair market value of the TripCo common stock held by it immediately before the Spin-Off over Liberty's tax basis therein. The Spin-Off would, however, generally be tax-free to each holder of Liberty Ventures common stock who received shares of our stock in the distribution.

        Pursuant to the tax sharing agreement that TripCo will enter into with Liberty in connection with the Spin-Off, subject to certain limited exceptions, TripCo will be required to indemnify Liberty, its subsidiaries, and certain related persons for taxes and losses resulting from the failure of the Spin-Off to qualify as a tax-free transaction described under Sections 355 and 368(a)(1)(D) of the Code to the extent that such taxes and losses (x) result primarily from, individually or in the aggregate, the breach of certain covenants made by TripCo (applicable to actions or failures to act by TripCo and its subsidiaries following the completion of the Spin-Off), or (y) result from Section 355(e) of the Code applying to the Spin-Off as a result of the Spin-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest (measured by vote or value) in the stock of TripCo or any successor. Please see "Certain Relationships and Related Party Transactions—Relationships Between TripCo and Liberty and/or Liberty Media—Tax

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Sharing Agreement" for a more detailed discussion of the tax sharing agreement between our company and Liberty.


Conduct of the Business of the Ventures Group if the Spin-Off is Not Completed

        If the Spin-Off is not completed, Liberty intends to continue to conduct the business of the Ventures Group substantially in the same manner as it is operated today. From time to time, Liberty will evaluate and review its business operations, properties, dividend policy and capitalization, and make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to maximize stockholder value.


Amount and Source of Funds and Financing of the Transaction; Expenses

        It is expected that Liberty will incur an aggregate of $[    •    ] million in expenses in connection with the Spin-Off. These expenses will be comprised of:

    approximately $1 million of printing and mailing expenses associated with this prospectus;

    approximately $[    •    ] million in legal fees and expenses;

    approximately $1.5 million in accounting fees and expenses;

    approximately $0.5 million in SEC filing fees; and

    approximately $1 million in other miscellaneous expenses.

These expenses will be paid by Liberty from its existing cash balances.


Accounting Treatment

        The Spin-Off will be accounted for at historical cost due to the fact that our common stock is to be distributed pro rata to holders of Liberty Ventures common stock.


No Appraisal Rights

        Under the General Corporation Law of the State of Delaware, holders of Liberty Ventures common stock will not have appraisal rights in connection with the Spin-Off.


Results of the Spin-Off

        Immediately following the Spin-Off, we expect to have outstanding approximately [    •    ] shares of our Series A common stock and [    •    ] shares of our Series B common stock, based upon the number of shares of LVNTA and LVNTB, respectively, outstanding as of [    •    ], 2014. The actual number of shares of our Series A common stock and our Series B common stock to be distributed in the Spin-Off will depend upon the actual number of shares of LVNTA and LVNTB outstanding on the record date.

        Immediately following the Spin-Off, we expect to have approximately [    •    ] holders of record of our Series A common stock and [    •    ] holders of record of our Series B common stock, based upon the number of holders of record of LVNTA and LVNTB, respectively, as of [    •    ], 2014 (which amount does not include the number of stockholders whose shares are held of record by banks, brokerage houses or other institutions, but includes each such institution as one stockholder).


Listing and Trading of our Common Stock

        On the date of this prospectus, we are a wholly owned subsidiary of Liberty. Accordingly, there is no public market for our common stock. We have applied to list our Series A common stock and our Series B common stock on the Nasdaq Global Select Market under the symbols "LTRPA" and

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"LTRPB," respectively. However, Nasdaq may require that our common stock trade under temporary symbols for a brief period of time following the Spin-Off, beginning on the first day of trading following the distribution date. If this is the case, these temporary symbols will be announced by press release once they are available. Neither we nor Liberty can assure you as to the trading price of either series of our common stock after the Spin-Off. The approval of Nasdaq for the listing of our common stock is a condition to the Spin-Off, which may not be waived by the Liberty board of directors.


Stock Transfer Agent and Registrar

        Computershare Trust Company, N.A. is the transfer agent and registrar for all series of Liberty common stock, including the Liberty Ventures common stock, and TripCo common stock.


Trading Prior to the Record Date

        Prior to the record date, Liberty Ventures common stock will continue to trade on the Nasdaq Global Select Market in the regular way. During this time, shares of LVNTA and LVNTB that trade in the regular way will trade with an entitlement to receive shares of the same series of our common stock distributable in the Spin-Off. Therefore, if you own shares of either LVNTA or LVNTB common stock and sell those shares prior to the record date, so that you are not the record holder of such shares on the record date, you will also be selling the shares of our common stock that would have been distributed to you in the Spin-Off with respect to the shares of LVNTA or LVNTB common stock you sell. If you are a holder of shares of LVNTA or LVNTB common stock on the record date, you will be entitled to receive the shares of TripCo common stock issuable in respect of those shares sold even if you sell them between the record date and the distribution date. On the first day of trading following the record date, shares of LVNTA and LVNTB will begin trading without any entitlement to receive shares of our common stock. On the first day of trading following the distribution date, shares of our Series A common stock and our Series B common stock will begin trading under the symbols "LTRPA" and "LTRPB," respectively.


Reasons for Furnishing this Prospectus

        This prospectus is being furnished solely to provide information to Liberty stockholders who will receive shares of our common stock in the Spin-Off. We believe that the information contained in this prospectus is accurate as of the date set forth on the cover. Changes to the information contained in this prospectus may occur after that date, and neither our company nor Liberty undertakes any obligation to update the information except in the normal course of our respective public disclosure obligations and practices.

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CAPITALIZATION

        The following table sets forth (i) TripCo's historical capitalization as of December 31, 2013 and (ii) TripCo's adjusted capitalization assuming the Spin-Off was effective on December 31, 2013. The table below should be read in conjunction with the accompanying historical combined financial statements of TripCo, including the notes thereto.

 
  Historical
12/31/2013
  As Adjusted
12/31/2013
 
 
  (amounts in millions)
 

Cash and cash equivalents(1)

  $ 354     404  

Related party note payable(2)

    30      

Long-term debt, including current portion:

             

Corporate level debt

             

New margin loan(1)

        400  

Combined company level debt

             

TripAdvisor term loan and revolving credit facility

    340     340  

TripAdvisor Chinese credit facilities

    29     29  
           

Total long-term debt, including current portion

    369     769  

Equity

             

Additional paid-in capital(2)

    226     256  

Retained earnings(1)

    982     632  
           

Total stockholders' equity

    1,208     888  

Non-controlling interests in equity of combined company

    4,373     4,373  
           

Total capitalization

  $ 5,980     6,030  
           
           

(1)
In connection with the Spin-Off, TripSPV, a wholly owned subsidiary of the Company, is expected to enter into $400 million principal amount of margin loans. The Company anticipates distributing approximately $350 million of proceeds from these new loans as a dividend to Liberty.

(2)
Prior to the completion of the Spin-Off, it is anticipated that Liberty will contribute the BuySeasons note to the capital of BuySeasons.

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SELECTED FINANCIAL DATA

        The following tables present selected historical information relating to our financial condition and results of operations for the past five years. The following data should be read in conjunction with our combined financial statements.

 
  December 31,  
 
  2013   2012(1)   2011   2010   2009  
 
  (amounts in millions)
 

Cash and cash equivalents

  $ 354     369     1     2     2  

Investments in available for sale securities and other cost investments

  $ 188     99              

Investment in affiliates

  $         183          

Intangible assets not subject to amortization

  $ 5,292     5,267     46     46     46  

Intangible assets subject to amortization, net

  $ 908     1,158     2     1     1  

Total assets

  $ 7,089     7,205     350     90     79  

Long-term debt

  $ 300     343     1         1  

Deferred income tax liabilities, noncurrent

  $ 853     972         3     4  

Parent's investment

  $ 1,208     1,279     329     66     51  

Noncontrolling interest

  $ 4,373     4,340              

 

 
  Years ended December 31,  
 
  2013(1)   2012(1)   2011   2010   2009  
 
  (amounts in millions, except per share amounts)
 

Revenue

  $ 1,034     165     155     157     137  

Operating income (loss)

  $ (17 )   (54 )       12     2  

Interest expense

  $ (17 )   (1 )           (1 )

Share of earnings (losses) of affiliates(1)

  $     38     1          

Gains (losses) on transactions, net(1)

  $ (1 )   1,088             (2 )

Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders(2)

  $ (7 )   983     12     12     (1 )

Unaudited Pro Forma basic earnings (loss) per common share(3)

  $ (0.10 )   13.35     0.16     0.17     (0.02 )

(1)
On December 11, 2012, we acquired approximately 4.8 million additional shares of common stock of TripAdvisor (an additional 4% equity ownership interest), for $300 million, along with the right to control the vote of the shares of TripAdvisor's common stock and class B common stock we own. Following the transaction we own approximately 22% of the equity and 57% of the total votes of all classes of TripAdvisor common stock. As we now control TripAdvisor, we applied the applicable purchase accounting guidance and recorded a gain on the transaction of $800 million on our ownership interest held prior to the transaction, recognized in the gain (loss) on transactions, net line in the combined statements of operations. See note 4 of the accompanying combined financial statements for further details on the purchase price allocation.

(2)
Includes adjustments attributable to the noncontrolling interests in TripAdvisor of $34 million of income for the year ended December 31, 2013 and $3 million of loss for the year ended December 31, 2012.

(3)
On April 11, 2014, Liberty completed a two for one stock split of Series A and Series B Liberty Ventures common stock, effected by means of a dividend. The stock split was done in order to bring Liberty into compliance with a Nasdaq listing requirement regarding the minimum number of publicly held shares of the Series B Liberty Ventures stock. On April 11, 2014, Liberty paid a dividend of one share of Series A or Series B Liberty Ventures stock to holders of each share

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    Series A or Series B Liberty Ventures stock, respectively, held by them as of April 4, 2014. Due to the Liberty Ventures stock split being completed prior to the issuance of these financial statements, the stock split was recorded retroactively for all periods presented. As of December 31, 2013, there were 36,823,293 common shares of Series A and Series B common stock outstanding. Unaudited pro forma earnings (loss) per common share for all periods presented is computed by dividing net earnings (loss) for the respective period by 73,646,586 common shares, which is the aggregate number of shares of Series A and Series B common stock that would have been issued if the Trip spin-off had occurred on December 31, 2013, assuming a distribution on a 1 for 1 basis and considering retroactive treatment of the stock split that occurred on April 11, 2014.

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DESCRIPTION OF OUR BUSINESS

Overview

            TripCo is currently a wholly owned subsidiary of Liberty. Following the Spin-Off, we will be an independent, publicly traded company, and Liberty will not retain any ownership interest in us. TripCo is a holding company, engaged primarily in (1) the online advertising sector of the global travel industry and (2) the online commerce industry through our ownership of interests in our subsidiaries. Following the Spin-Off, our principal assets and businesses will consist of our consolidated subsidiary TripAdvisor, in which we hold a 22% equity interest and 57% voting interest, and our subsidiary BuySeasons.


TripAdvisor, Inc.

            TripAdvisor is the world's largest online travel company, empowering users to plan and maximize their travel experience. Its travel research platform aggregates reviews and opinions from its community of travelers about destinations, accommodations (including hotels, resorts, motels, bed and breakfasts, or B&Bs, specialty lodging and vacation rentals), restaurants and activities throughout the world through its flagship TripAdvisor brand. TripAdvisor's-branded websites include tripadvisor.com in the United States and localized versions of the website in 33 other countries, including in China under the brand daodao.com. Its branded websites globally reached more than 260 million monthly unique visitors during the year ended December 31, 2013, according to Google Analytics, and it features over 125 million reviews and opinions. Beyond travel-related content, TripAdvisor's websites also include links to the websites of its customers, including travel advertisers, allowing travelers to directly book their travel arrangements. In addition to the flagship TripAdvisor brand, TripAdvisor now manages and operates 20 other travel media brands, connected by the common goal of providing comprehensive travel planning resources across the travel sector.

            TripAdvisor was founded with the goal of providing an online resource based on user-generated content to prospective travelers. By using the power of the Internet to create transparency in the travel planning process with a comprehensive online resource for travel information, TripAdvisor has democratized the travel research and planning process. In order to achieve its goals, TripAdvisor leverages its key assets: a robust community of users, rich user-generated content, technology and a commitment to continuous innovation and global reach.

            TripAdvisor derives substantially all of its revenue from the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. The remainder of its revenue is generated through a combination of subscription-based offerings, making hotel room nights available on its transactional sites, including Jetsetter and Tingo, and other revenue including content licensing. In the year ended December 31, 2013, TripAdvisor earned $696 million of revenue from click-based advertising, $119 million in revenue from display-based advertising and $130 million in revenue from subscription-based offerings, transaction revenue and other revenue.

            TripAdvisor has click-based advertising relationships with the vast majority of the leading online travel agencies globally as well as a variety of other travel suppliers pursuant to which these companies purchase traveler leads from it, generally on a CPC basis. For the year ended December 31, 2013, approximately $217 million, or 23%, of its total revenue was derived from Expedia businesses. At the time of TripAdvisor's spin-off from Expedia (Liberty has an approximate 18% ownership interest in Expedia and accounts for such investment as an equity method affiliate), new commercial arrangements with Expedia-owned brands, including Expedia.com and Hotels.com were implemented. For the year ended December 31, 2013, TripAdvisor's two most significant advertising customers accounted for a combined 47% of total revenue. These and its other click-based advertising relationships are strategically important to it and most can be terminated by the advertiser at will or on short notice.

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            TripAdvisor has a content licensing program utilized by over 850 partners across the world, including hotel chains, online travel agents, tourist boards, airlines and media sites. TripAdvisor also distributes its content through self-service HTML widgets, which are used on the websites of hotels, restaurants, attractions and destination marketing organizations. These products, which are available at no cost in the TripAdvisor Management Center, allow businesses and destinations to promote themselves by displaying their TripAdvisor ratings, reviews and awards. TripAdvisor widgets are presently found on more than 100,000 unique domains around the globe, reaching over 500 million people per month. Partners benefit from TripAdvisor's user-generated content, such as reviews, ratings, photos and traveler forums. In addition, TripAdvisor powers review collection for a growing number of partners such as Accor Hotels, Wyndham Hotel Group, Best Western and Easytobook.com, enabling them to proactively collect reviews from their own customers post-stay in their own branded environment. TripAdvisor has also developed partnerships with mobile carriers and device manufacturers.

            TripAdvisor also syndicates its click-based advertising to third-party websites. The largest such syndication relationship is with Yahoo! Travel Guides, pursuant to which it provides "show prices" advertising on the Yahoo! Travel Guides' hotel pages.

            TripAdvisor's systems infrastructure, web and database servers for TripAdvisor branded websites are housed at two geographically separate facilities and have multiple communication links as well as continuous monitoring and engineering support. Each facility is fully self-sufficient and operational with its own hardware, networking, software, and content, and is structured in an active/passive, fully redundant configuration. Substantially all of its software components, data, and content are replicated in multiple datacenters and development centers, as well as being backed up at offsite locations. TripAdvisor's systems are monitored and protected though multiple layers of security. Several of its individual subsidiaries and businesses, including its subsidiaries in China, have their own data infrastructure and technology teams.

    Business Model

            TripAdvisor's platforms connect users wishing to plan and have the best travel experiences with providers of travel accommodations and travel services around the world. TripAdvisor derives substantially all of its revenue from the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. The remainder of TripAdvisor's revenue is generated through a combination of subscription-based offerings, allowing users to book room nights on its transactional sites, and other revenue including content licensing.

    Click-Based Advertising Revenue.  TripAdvisor's largest source of revenue is click-based advertising, which includes links to its partners' booking sites and contextually-relevant branded and unbranded text links. TripAdvisor's click-based advertising partners are predominantly online travel agencies 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. Most of TripAdvisor's click-based advertising contracts can be terminated by the advertisers at will or on short notice. For the years ended December 31, 2013, 2012 and 2011, TripAdvisor earned $696 million, $588 million and $500 million, respectively, of revenue from click-based advertising.

    Display-Based Advertising Revenue.  TripAdvisor earns revenue from a variety of display-based advertising placements on its websites through which its advertising partners can promote their brands in a contextually-relevant manner. While its display-based advertising clients are predominately direct suppliers in the hotel, airline and cruise categories and online travel agencies, TripAdvisor also accepts display advertising from destination marketing organizations, casinos, resorts and attractions, as well as advertisers from non-travel categories. TripAdvisor

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      generally sells its display-based advertising on a cost per thousand impressions, or CPM, basis. TripAdvisor's display-based advertising products also include a number of custom-built products including the sponsorship of certain site features and functionality, for example, Delayed Ad Call, which charges customers only when the ad unit is in a users' view, as well as certain customized co-branded features. For the years ended December 31, 2013, 2012 and 2011, TripAdvisor earned $119 million, $94 million and $86 million, respectively, in revenue from display-based advertising.

    Subscription-Based, Transaction and Other Revenue.  Business Listings is a subscription-based advertising product offered to hotels, B&Bs and other specialty lodging properties. Managed by its TripAdvisor for Business team, this advertising product is sold for a flat fee per time period and allows subscribers to list a website URL, email address and phone number on TripAdvisor-branded websites as well as to post special offers for travelers. TripAdvisor's Vacation Rentals business consists of its U.S.-based TripAdvisor Vacation Rentals and FlipKey brands as well as its Europe-based Holiday Lettings and Niumba brands. This product is sold to individual vacation property owners and property managers, either as a flat subscription fee per time period or as a free-to-list commission-based model to list properties on its websites. Other revenue consists of making hotel room nights available for booking on its transactional sites, including its Jetsetter and Tingo brands, as well as content licensing arrangements with third-party sites. For the years ended December 31, 2013, 2012 and 2011, TripAdvisor earned $130 million, $81 million and $51 million, respectively, in revenue from subscription-based, transaction and other revenue.

Strategic Relationships

    Click-Based Advertisers

        TripAdvisor has click-based advertising relationships with the vast majority of the leading online travel agencies as well as a variety of other travel suppliers, pursuant to which such companies purchase traveler leads from TripAdvisor, generally on a CPC basis. For the year ended December 31, 2013, TripAdvisor's two most significant advertising customers, Expedia and Priceline (and their subsidiaries), each accounted for more than 10% of its total revenue and combined accounted for 47% of total revenue. These and its other click-based advertising relationships are strategically important to TripAdvisor and most can be terminated by the advertiser at will or on short notice.

    Content-Related Partnerships

        TripAdvisor has a content licensing program utilized by over 850 partners across the world, including hotel chains, online travel agents, tourist boards, airlines and media sites. TripAdvisor also distributes its content through self-service HTML widgets, which are used on the websites of hotels, restaurants, attractions and destination marketing organizations. These products, which are available at no cost in the TripAdvisor Management Center, allow businesses and destinations to promote themselves by displaying their TripAdvisor ratings, reviews and awards. TripAdvisor widgets are presently found on more than 100,000 unique domains around the globe, reaching over 500 million people per month. Partners benefit from its user-generated content, such as reviews, ratings, photos and traveler forums. In addition, TripAdvisor powers review collection for a growing number of partners, such as Accor Hotels, Wyndham Hotel Group, Best Western and Easytobook.com, enabling them to proactively collect reviews from their own customers post-stay in their own branded environment. TripAdvisor has also developed partnerships with mobile carriers and device manufacturers.

    Syndication Partners

        TripAdvisor also syndicates its click-based advertising to third-party websites. The largest such syndication relationship is with Yahoo! Travel Guides, pursuant to which TripAdvisor provides "show

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prices" advertising on the Yahoo! Travel Guides' hotel pages. Other syndication partners include Bing and Axel Springer.

Intellectual Property

        TripAdvisor's intellectual property, including patents, trademarks, copyrights, domain names, trade dress, proprietary technology and trade secrets, is an important component of its business. TripAdvisor relies on its intellectual property rights in its content, proprietary technology, software code, ratings indexes, databases of reviews and forum content, images, videos, graphics and brands. TripAdvisor has acquired some of its intellectual property rights through licenses and content agreements with third parties. These licenses and agreements may place restrictions on its use of the intellectual property.

        TripAdvisor protects its intellectual property by relying on its terms of use, confidentiality procedures and contractual provisions, as well as on international, national, state and common law rights. In addition, TripAdvisor enters into confidentiality and invention assignment agreements with employees and contractors, and confidentiality agreements with other third parties. TripAdvisor protects its brands by pursuing the trademark registration of its core brands, such as TripAdvisor and the Owl Logo, maintaining its trademark portfolio, securing contractual trademark rights protection when appropriate, and relying on common law trademark rights when appropriate. TripAdvisor also registers copyrights and domain names as deemed appropriate. Additionally, TripAdvisor protects its trademarks, domain names and copyrights with an enforcement program and the use of intellectual property licenses.

Seasonality

        Expenditures by travel advertisers tend to be seasonal. Traditionally, TripAdvisor's strongest quarter has been the third quarter, which is a key travel research period, with the weakest quarter historically being the fourth quarter. However, adverse economic conditions or continued growth of TripAdvisor's international operations with differing holiday peaks may influence the typical trend of its seasonality in the future.

Terms of Investment in TripAdvisor

        We own an approximate 22% equity interest and 57% voting interest in TripAdvisor. TripAdvisor's amended and restated certificate of incorporation provides that the holders of TripAdvisor common stock, acting as a single class, are entitled to elect a number of directors equal to 25% of the total number of directors, rounded up to the next whole number, which is currently two directors. As discussed previously we currently consolidate TripAdvisor as we control a majority of the voting interest in TripAdvisor. We are subject to a Governance Agreement with TripAdvisor which provides us with certain director nomination, registration and other rights and imposes certain restrictions on our shares of Class B common stock. For more information regarding the Governance Agreement, see "Certain Relationships and Related Party Transactions."


BuySeasons

        Following the Spin-Off, BuySeasons will be a wholly-owned subsidiary of ours that owns and operates BuyCostumes.com and the Celebrate Express family of websites. BuySeasons, an internet celebrations leader, provides a unique party offering by giving individuals the resources necessary to plan, execute and attend a wide variety of celebrations and costuming events. These resources include party supplies primarily through the retail websites which offer proprietary products through exclusive license agreements and costumes for a wide variety of occasions (the primary occasion is Halloween). BuySeasons purchases its products from various suppliers, both domestic and international. BuySeasons

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depends on five suppliers for approximately one half of its costumes, accessories, and party supplies. The loss of any of these suppliers could adversely impact stand alone financial results of BuySeasons.

        BuySeasons' business is highly seasonal with approximately half of its revenue earned from the sale of costumes in September and October leading up to Halloween. Since the acquisition of Celebrate Express, BuySeasons has seen the seasonality decrease slightly due to higher sales of birthday party supplies which is a less seasonal businesses. BuySeasons maintains a customer service center, at its corporate headquarters, and customer service representatives are available 16 hours a day, seven days a week during its busy season to respond to customer questions. The customer service center and warehouse staffing is scalable and BuySeasons employs seasonal labor to react to higher volume during the peak Halloween season.


Geographic Areas

        Please see Note 13—Segment Information of our Combined Financial Statements included in this prospectus for certain financial information in each geographic area in which we conduct business.


Regulatory Matters

    Internet Services

        Our online commerce businesses are subject, both directly and indirectly, to various laws and governmental regulations. Certain of these businesses engaged in the provision of goods and services over the Internet must comply with federal and state laws and regulations applicable to online communications and commerce. For example, the Children's Online Privacy Protection Act (COPPA) prohibits web sites from collecting personally identifiable information online from children under age 13 without parental consent and imposes a number of operational requirements. In 2012, the Federal Trade Commission (FTC) adopted revised COPPA regulations amending certain definitions and modifying certain operational requirements regarding notice and parental consent, among other matters. Certain email activities are subject to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, commonly known as the CAN-SPAM Act. The CAN-SPAM Act regulates the sending of unsolicited commercial email by requiring the email sender, among other things, to comply with specific disclosure requirements and to provide an "opt-out" mechanism for recipients. Both of these laws include statutory penalties for non-compliance. The Digital Millennium Copyright Act limits, but does not eliminate, liability for listing or linking to third party websites that may include content that infringes on copyrights or other rights so long as our Internet businesses comply with the statutory requirements. Various states also have adopted laws regulating certain aspects of Internet communications. In 2007, Congress enacted legislation extending the moratorium on state and local taxes on Internet access and commerce until 2014. Legislative proposals that would extend the moratorium on state and local taxation of Internet access and commerce permanently are pending in Congress, while other pending legislation would permit the imposition of such taxes on Internet access and commerce.

        Goods sold over the Internet also must comply with traditional regulatory requirements, such as the FTC requirements regarding truthful and accurate claims. Our online commerce businesses are subject to laws governing the collection, use, retention, security and transfer of personally-identifiable information about their users. In particular, the collection and use of personal information by companies has received increased regulatory scrutiny on a global basis. The enactment, interpretation and application of user data protection laws are in a state of flux, and the interpretation and application of such laws may vary from country to country. For example, new data laws that give customers additional rights and impose additional restrictions and penalties on companies for illegal collection and misuse of personal information are under consideration in the European Union, and a European Union directive restricting the Internet tracking tools known as "cookies" has taken effect.

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In the U.S., the FTC has proposed a privacy policy framework, and legislation that would require organizations that suffer a breach of security related to personal information to notify owners of such information is pending in Congress. Many states have adopted laws requiring notification to users when there is a security breach affecting personal data, such as California's Information Practices Act. Complying with these different national and state privacy requirements may cause the Internet companies in which we have interests to incur substantial costs. In addition, such companies generally have and post on their websites privacy policies and practices regarding the collection, use and disclosure of user data. A failure to comply with such posted privacy policies or with the regulatory requirements of federal, state, or foreign privacy laws could result in proceedings or actions by governmental agencies or others (such as class action litigation) which could adversely affect our online commerce businesses. Technical violations of certain privacy laws can result in significant penalties, including statutory penalties. In 2012, the FCC amended its regulations under the Telephone Consumer Protection Act (TCPA), which could subject our Internet businesses to increased liability for certain telephonic communications with customers, including but not limited to text messages to mobile phones. Under the TCPA, plaintiffs may seek actual monetary loss or statutory damages of $500 per violation, whichever is greater, and courts may treble such damage awards for willful or knowing violations. Data collection, privacy and security are growing public concerns. If consumers were to decrease their use of our Internet businesses' websites to purchase products and services, the businesses could be harmed. Congress and individual states may consider additional online privacy legislation.

        Other Internet-related laws and regulations enacted in the future may cover issues such as defamatory speech, copyright infringement, pricing and characteristics and quality of products and services. The future adoption of such laws or regulations may slow the growth of commercial online services and the Internet, which could in turn cause a decline in the demand for the services and products of our online commerce businesses and increase their costs of doing business or otherwise have an adverse effect on their businesses, operating results and financial conditions. Moreover, the applicability to commercial online services and the Internet of existing laws governing issues such as property ownership, libel, personal privacy and taxation is uncertain and could expose these companies to substantial liability.

        In 2010, the FCC adopted rules in its open Internet proceeding that require all broadband providers to disclose network management practices, restrict broadband providers from blocking Internet content and applications, and prohibit fixed broadband providers from engaging in unreasonable discrimination in transmitting lawful network traffic. The open Internet rules could restrict the ability of broadband providers to block or otherwise disadvantage our Internet businesses. On January 14, 2014, the United States Court of Appeals for the District of Columbia Circuit vacated the anti-discrimination and anti-blocking rules, but upheld the disclosure rule. On February 19, 2014, the FCC announced that it intends to propose revised open Internet rules.

    Proposed Changes in Regulation

        The regulation of Internet services, online sales and other forms of product marketing is subject to the political process and has been in constant flux over the past decade. Further material changes in the law and regulatory requirements must be anticipated and there can be no assurance that our business will not be adversely affected by future legislation, new regulation or deregulation.


Competition

    TripAdvisor

        TripAdvisor faces competition for users, advertisers and travel reviews. TripAdvisor's primary competitors include large online portals, social networking sites and search engines, such as Google, Microsoft's Bing (including Bing Travel), Yahoo! (including Yahoo! Travel) and Baidu. TripAdvisor

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faces competition from online travel agencies (such as Expedia and Priceline and their respective subsidiaries), as well as wholesalers, tour operators and traditional offline travel agencies. TripAdvisor also competes with a wide range of other companies, including Airbnb, Inc., Ctrip.com International, Ltd., HolidayCheck AG, HomeAway.com, Inc., and Yelp, Inc.

        TripAdvisor faces competition in the travel review space from online travel agencies, such as Expedia and Priceline and their respective subsidiaries, which solicit reviews from travelers who book travel on their websites. Moreover, networks with significant installed user bases such as Google (for example, via Google + Local and Google Hotel Finder) have begun to compete more directly with TripAdvisor by attracting and accumulating user-generated travel reviews and opinions or may pursue the acquisition of travel-related content directly from consumers, and other networks and channels, like Facebook, could choose to do the same. In the competition to attract users, TripAdvisor relies on its ability to acquire traffic through offline brand recognition and brand-direct efforts such as television, email and online search, whether unpaid or paid. Finally, TripAdvisor also competes for travel-related advertising budgets with large, established search engines with significantly greater resources than it has, such as Google, Bing, and Yahoo!, as well as online media companies and ad networks, offline advertising sources, such as television and print media.

    BuySeasons

        The party and costume segments have a large number of independent retailers, both bricks-and-mortar and online. Our subsidiary BuySeasons has three primary competitors. Party City is the most significant competitor selling in both the party and costume categories. BuySeasons believes it has a competitive advantage due to the combination of a large assortment of on-line products, services related to party planning, product personalization, value pricing and a high level of customer service.

        In addition, BuySeasons competes with traditional bricks-and-mortar and online retailers ranging from large department stores to specialty shops, electronic retailers, direct marketing retailers, such as mail order and catalog companies, and discount retailers. Due to the nature of these businesses there is not a single or small group of competitors that own a significant portion of the overall market share. However, some of these competitors, such as Amazon, have a significantly greater Web-presence than our e-commerce businesses. We believe that the principal competitive factors in the markets in which BuySeasons competes are selection, price, availability of inventory, convenience, brand recognition, accessibility, customer service, reliability, website performance, and ease of use.


Properties

        In connection with the Spin-Off, a wholly owned subsidiary of Liberty Media will enter into a facilities sharing agreement with TripCo, pursuant to which TripCo will share office facilities with Liberty Media and Liberty located at 12300 Liberty Boulevard, Englewood, Colorado. See "Certain Relationships and Related Party Transactions—Relationships between TripCo and Liberty and/or Liberty Media—Facilities Sharing Agreement."

        TripAdvisor did not legally own any real estate as of December 31, 2013. TripAdvisor currently leases approximately 119,000 square feet for its corporate headquarters in Newton, Massachusetts, pursuant to a lease agreement with an expiration date of April 2015. In addition, in June 2013, TripAdvisor entered into an additional lease for an approximately 280,000 square foot rental building which will be built in Needham, Massachusetts by the lessor and will serve as its new corporate headquarters in conjunction with the expiration of its current lease. TripAdvisor also leases an aggregate of approximately 382,000 square feet at approximately 30 other locations across North America, Europe and Asia Pacific, primarily for its international management teams' sales offices and subsidiary headquarters, pursuant to lease agreements with expiration dates through December 2030.

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        BuySeasons has its corporate headquarters and maintains warehouse operations in New Berlin, Wisconsin. BuySeasons leases its 468,745 square foot facility for its headquarters and warehouse operations pursuant to a non-cancelable operating lease agreement which expires in July 2026.


Employees

        TripCo (on a nonconsolidated basis) currently does not have any corporate employees. We anticipate that, subsequent to the Spin-Off, Liberty Media will provide TripCo with certain transitional services pursuant to a services agreement, and that certain of Liberty and/or Liberty Media's corporate employees and executive officers will serve as corporate employees and executive officers of TripCo. See "Certain Relationships and Related Party Transactions—Relationships between TripCo and Liberty and/or Liberty Media—Services Agreements." As of December 31, 2013, TripAdvisor had approximately 2,000 employees. Of those employees, approximately 1,200 were based in the United States. As of December 31, 2013, BuySeasons had approximately 400 full and part-time employees. None of these employees is represented by a labor union or covered by a collective bargaining agreement. TripCo believes that these employee relations are good.


Legal Proceedings

        In the ordinary course of its business, our subsidiary TripAdvisor and its subsidiaries are party to legal proceedings and claims involving alleged infringement of third-party intellectual property rights, defamation, and other claims. There are no other material pending legal proceedings or claims to which we or our subsidiaries are party or of which any of our property is the subject. There may be claims or actions pending or threatened against us or our subsidiaries of which we are currently not aware and the ultimate disposition of which would have a material adverse effect on us.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

        The following discussion and analysis provides information concerning our results of operations and financial condition. This discussion should be read in conjunction with our accompanying combined financial statements and the notes thereto.

Overview

        During October 2013, the Board of Directors of Liberty Interactive Corporation and its subsidiaries (Liberty, formerly known as Liberty Media Corporation) authorized a plan to distribute to the stockholders of Liberty shares of a wholly-owned subsidiary Liberty TripAdvisor Holdings, Inc. (TripCo as discussed below) which will hold the subsidiaries TripAdvisor, Inc. (TripAdvisor) and BuySeasons, Inc. which includes the retail businesses BuyCostumes.com and Celebrate Express (BuySeasons) (the Trip Spin-Off). The transaction will be effected as a pro-rata dividend of shares of TripCo to the stockholders of Series A and Series B Liberty Ventures common stock of Liberty. The Trip Spin-Off is intended to be tax-free and is expected to be accounted for at historical cost due to the pro rata nature of the distribution to shareholders of Liberty Ventures common stock.

        The financial information represents a combination of the historical results of TripAdvisor, an equity method affiliate from December 20, 2011 through December 11, 2012 and a combined company since December 11, 2012 (see note 4 of the included financial statements for a more detailed discussion of transactions related to TripAdvisor), and BuySeasons. These financial statements refer to the combination of TripAdvisor and BuySeasons as "TripCo," "the Company," "us," "we" and "our" in the notes to the combined financial statements. All significant intercompany accounts and transactions have been eliminated in the combined financial statements.

        Our "Corporate and Other" category includes our interest in BuySeasons and corporate ownership interests in unconsolidated businesses and corporate expenses. Prior to the combination of TripAdvisor in December 2012, the share of earnings of TripAdvisor were included in "Corporate and Other."

Strategies and Challenges

    Executive Summary

        Our results prior to December 11, 2012 were largely dependent on the operating performance of BuySeasons. In 2013 and future periods, results for TripCo will be largely dependent upon the operating performance of TripAdvisor. Therefore, the executive summary below contains the strategies and challenges of TripAdvisor for an understanding of the business objectives of TripAdvisor, our most significant operating business.

        TripAdvisor's financial results are currently principally dependent on its ability to drive click-based advertising revenue. TripAdvisor continues to invest in areas of potential click-based revenue growth, including social, mobile and global initiatives, while also focusing on growing both its subscription-based products, such as Vacation Rentals and Business Listings, and transaction-based businesses, which include Jetsetter and Tingo. TripAdvisor has leveraged its position as the largest online travel company to become an important partner for online advertisers—including hotels, online travel agencies and other travel-related service providers—by providing customers with access to a large audience of highly-qualified, highly-engaged users. The key drivers of click-based and display-based advertising revenue are described below, as well as a summary of key growth areas and the current trends impacting the business.

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    Key Drivers of Click-Based Advertising Revenue

        For the years ended December 31, 2013, 2012 and 2011, 74%, 77% and 79%, respectively, of TripAdvisor total revenue came from TripAdvisor's core cost-per-click, or CPC, based lead generation product. The key drivers of TripAdvisor's click-based advertising revenue include the growth in monthly unique hotel shoppers and revenue per hotel shopper.

        Hotel shoppers:    Total traffic growth, or growth in monthly visits from unique visitors, is reflective of TripAdvisor's overall brand growth. TripAdvisor tracks and analyzes sub-segments of traffic and their correlation to revenue generation and utilizes hotel shoppers as an indicator of revenue growth. The term "hotel shoppers" is used to refer to users who view a listing of hotels in a city or visitors who view a specific hotel page. Hotel shoppers tend to be seasonal and also tend to vary based on general economic conditions. The number of hotel shoppers increased 36% and 32% for the years ended December 31, 2013 and 2012, respectively.

        Revenue per hotel shopper:    Revenue per hotel shopper is a metric TripAdvisor uses to analyze how effectively it is able to monetize hotel shoppers based on a combination of user conversion and pricing. User conversion is a measure of how many hotel shoppers ultimately click on a CPC link that generates revenue. User conversion on the TripAdvisor site is primarily driven by three factors: merchandising, commerce coverage and choice. TripAdvisor defines merchandising as the number and location of ads that are available on a page; TripAdvisor defines commerce coverage as whether a client can take an online booking for a particular property; and TripAdvisor defines choice as the number of clients available for any given property, allowing the user to shop for the best price. Pricing is the effective CPC that online travel agencies and hoteliers are willing to pay for a hotel shopper lead. Revenue per hotel shopper decreased 13% and 8% for the years ended December 31, 2013 and 2012, respectively.

    Key Drivers of Display-Based Advertising Revenue

        For the years ended December 31, 2013, 2012 and 2011, approximately 13%, 12% and 13%, respectively, of TripAdvisor's total revenue came from its display-based advertising product. The key drivers of TripAdvisor's display-based advertising revenue include the growth in number of impressions, or the number of times an ad is displayed on TripAdvisor's site, and the cost per thousand impressions, or CPM (or pricing). TripAdvisor's number of impressions increased 34% and 6% for the years ended December 31, 2013 and 2012, respectively, while pricing over the same period decreased 5% and increased 1%, respectively.

    Key Growth Areas

        TripAdvisor continues to invest in areas of potential growth, including TripAdvisor's social, mobile and global initiatives as well as TripAdvisor's subscription-based products, such as Vacation Rentals and Business Listings.

        Social.    TripAdvisor's Wisdom of Friends initiative is a core component of TripAdvisor's strategic growth plan. TripAdvisor believes that having a strong social presence drives traffic to and engagement on TripAdvisor's sites and improves the sites' "stickiness" amongst the users. As a result, TripAdvisor continues to deepen its integration with Facebook. According to AppData, an independent application tracking traffic service, TripAdvisor has averaged more than 36 million monthly Facebook users via its TripAdvisor Facebook application. Facebook users are offered a personalized and social travel planning experience that enables travelers to engage first with their own Facebook friends' reviews and opinions when planning their trip on TripAdvisor.

        Mobile.    Mobile is an investment area that is geared towards creating a more complete user experience by reinforcing the TripAdvisor brand when users are in-market. Mobile usage continues to increase, as aggregate downloads of TripAdvisor, City Guides, SeatGuru, Jetsetter and GateGuru apps

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reached 82 million downloads and averaged more than 87 million monthly unique users on mobile devices, as measured by TripAdvisor log files. TripAdvisor believes that travelers will increasingly use mobile devices, including smartphones and tablets, to conduct travel research and planning.

        Vacation Rentals.    TripAdvisor had more than 550,000 properties as of December 31, 2013, up more than 80% during the year. TripAdvisor believes its highly-engaged and motivated user community creates a competitive advantage in this market.

        Business Listings.    Created in early 2010, TripAdvisor's Business Listings product enables hotel and accommodation owners to list pertinent property information on TripAdvisor, bringing them closer to potential customers and thereby increasing direct bookings. In the year ended December 31, 2013, the Business Listings customer base grew over 38% to 69,000 subscribers, representing approximately 9% of the current hotel and accommodation listings on TripAdvisor branded sites. TripAdvisor continues to expand its sales force and improve features to grow the subscriber base.

    Current Trends Affecting TripAdvisor's Business

        Increasing Competition.    The travel review industry and, more generally, the business of collecting and aggregating travel-related resources and information, continue to be increasingly competitive. In recent years, an increasing number of companies, such as search companies Google Inc. and Baidu.com, Inc. and several large online travel agencies, have begun to collect and aggregate travel information and resources. TripAdvisor plans to continue to invest in order to remain the leading source of travel reviews as well as continuing to enhance the content and user experience.

        Increasing Mobile Usage.    Consumers are increasingly using smartphone and tablet computing devices to access the Internet. To address these demands, TripAdvisor continues to extend the platform to develop smartphone and tablet applications to allow greater access to travel information and resources. Although the substantial majority of smartphone users also access and engage with TripAdvisor's websites on personal computers and tablets where advertising is displayed, users could decide to increasingly access TripAdvisor products primarily through smartphone devices. Historically graphic advertising has not been displayed on smartphones and smartphone monetization strategies are still developing. Improvement of mobile offerings is a key priority which is believed to be a necessary strategy to help maintain and grow the user base and engagement over the long term and TripAdvisor will continue to invest and innovate in this growing platform.

        Click-Based Advertising Revenue.    In recent years, the majority of TripAdvisor revenue growth resulted from higher click-based advertising revenue due to increased traffic across the websites and an increase in the volume of clicks on advertisers' placements. Although click-based advertising revenue growth has generally been driven by traffic volume, a focus is maintained on the various factors that could impact revenue growth, including, but not limited to, the growth in hotel shoppers, CPC pricing fluctuations, the overall economy, the ability of advertisers to monetize traffic, the quality and mix of traffic to the websites and the quality and mix of traffic from advertising placements to advertisers, as well as advertisers' evolving approach to transaction attribution models and return on investment targets. TripAdvisor monitors and regularly responds to changes in these factors in order to strategically improve the user experience, customer satisfaction and monetization in this dynamic environment.


Results of Operations—Combined—December 31, 2013, 2012 and 2011

        General.    We provide in the tables below information regarding our Combined Operating Results and Other Income and Expense, as well as information regarding the contribution to those items from our reportable segment. The "corporate and other" category consists of those assets or businesses which we do not disclose separately. For a more detailed discussion and analysis of the financial results of the principal reporting segment, see "Results of Operations—TripAdvisor" below.

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    Operating Results

 
  Years ended
December 31,
 
 
  2013   2012   2011  
 
  (amounts in millions)
 

Revenue

                   

TripAdvisor

  $ 945     36      

Corporate and other

    89     129     155  
               

Combined TripCo

  $ 1,034     165     155  
               
               

Adjusted OIBDA

                   

TripAdvisor

  $ 379     8      

Corporate and other

    (18 )   (7 )   3  
               

Combined TripCo

  $ 361     1     3  
               
               

Operating Income (Loss)

                   

TripAdvisor

  $ 8     (5 )    

Corporate and other

    (25 )   (49 )   1  
               

Combined TripCo

  $ (17 )   (54 )   1  
               
               

        Revenue.    Our combined revenue increased $869 million and $10 million for the years ended December 31, 2013 and 2012, respectively, as compared to the corresponding prior year periods. The significant increase in revenue during 2013 was the result of the full year consolidation of TripAdvisor. During 2012, the consolidation of TripAdvisor for one month more than offset the decrease in BuySeasons results. Revenue for BuySeasons declined for the years ended December 31, 2013 and 2012, as compared to the corresponding prior periods, due primarily to increased market pressure and competition. Other costume retailers, both on-line and bricks-and-mortar retailers were more aggressive in marketing and promotions. For the year ended December 31, 2013, as compared to the prior year period, BuySeasons' order volume decreased 42%, which was partially offset by a 3% increase in average order value. For the year ended December 31, 2012, as compared to the prior year period, order volume decreased 13.5% and average order value decreased 3.2%. See "Results of Operations—TripAdvisor" below for a more complete discussion of the results of operations of TripAdvisor.

        Adjusted OIBDA.    We define Adjusted OIBDA as revenue less cost of sales, operating expenses and selling, general and administrative (SG&A) expenses (excluding stock compensation). Our chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate our businesses and make decisions about allocating resources among our businesses. We believe this is an important indicator of the operational strength and performance of our businesses, including each business's ability to service debt and fund capital expenditures. In addition, this measure allows us to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes such costs as depreciation and amortization, stock-based compensation and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. See note 13 to the accompanying December 31, 2013 combined financial statements for a reconciliation of Adjusted OIBDA to earnings (loss) from continuing operations before income taxes.

        Combined Adjusted OIBDA increased approximately $360 million and decreased approximately $2 million for the years ended December 31, 2013 and 2012, respectively, as compared to the

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corresponding prior year periods. The significant increase in Adjusted OIBDA during 2013 was the result of the full year consolidation of TripAdvisor offset slightly by declining results for BuySeasons. BuySeasons' results have been in decline over the past two years. BuySeasons' adjusted OIBDA declined for the years ended December 31, 2013 and 2012, as compared to the corresponding prior periods, primarily as a result of decreased revenue and declining product margin. Product margin was 22% in 2013, 31% in 2012 and 38% in 2011. The decline in product margin was the result of continued discounting of product to meet market pricing for costumes and sell through inventory. BuySeasons expects to continue to discount product prices in future periods to stay competitive with the overall market. BuySeasons also recognized additional inventory adjustments of $3 million during the year ended December 31, 2012 as inventory continued to build as a result of decreased sales. See "Results of Operations—TripAdvisor" below for a more complete discussion of the results of operations of TripAdvisor.

        Operating income.    Our combined operating loss decreased $37 million and increased $55 million for the years ended December 31, 2013 and 2012, respectively, as compared to the corresponding prior year periods. The significant increase in operating income during 2013 was the result of the full year consolidation of TripAdvisor. The decrease in 2012 was primarily due to the impairment of goodwill at BuySeasons, as a result of continued declining operating results and increased amortization of intangible assets related to the consolidation of TripAdvisor. See "Results of Operations—TripAdvisor" below for a more complete discussion of the results of operations of TripAdvisor.

    Other Income and Expense

        Components of Other Income (Expense) are presented in the table below.

 
  Years ended
December 31,
 
 
  2013   2012   2011  
 
  (amounts in millions)
 

Interest expense (including related party)

                   

TripAdvisor

  $ (10 )   (1 )    

Corporate and other

    (2 )       (1 )
               

Combined TripCo

  $ (12 )   (1 )   (1 )
               
               

Share of earnings (losses) of affiliates

                   

TripAdvisor

  $         1  

Corporate and other

        38      
               

Combined TripCo

  $     38     1  
               
               

Gains (losses) on transactions, net

                   

TripAdvisor

  $ (1 )        

Corporate and other

        1,088      
               

Combined TripCo

  $ (1 )   1,088      
               
               

Other, net

                   

TripAdvisor

  $ 2          

Corporate and other

        33      
               

Combined TripCo

  $ 2     33      
               
               

        Interest expense.    Interest expense increased $11 million and remained flat for the years ended December 31, 2013 and 2012, respectively, as compared to the corresponding prior year periods. The increase in interest expense for the year ended December 31, 2013 was primarily the result of the

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consolidation of TripAdvisor and the inclusion of the interest expense related to TripAdvisor's debt. The 2012 interest expense reflects approximately one month of interest expense whereas 2013 includes a full year of interest expense in accordance with the consolidation of TripAdvisor during December 2012.

        Share of earnings (losses) of affiliates.    During the fourth quarter of 2011, Expedia, Inc. completed the pro-rata spin-off of TripAdvisor, a wholly owned subsidiary. During the second quarter of 2012 we disposed of approximately 8.5 million shares of TripAdvisor and then subsequently in the fourth quarter of 2012 we acquired approximately 5 million shares along with the right to control the vote of the shares of TripAdvisor's common stock and Class B common stock. Following the transaction we own approximately 22% of the equity and 57% of the total votes of all classes of TripAdvisor common stock. As we now control TripAdvisor we ceased accounting for our investment using the equity method of accounting and consolidated TripAdvisor for the last 20 days of 2012. Share of earnings for TripAdvisor for the year ended December 31, 2012 only includes TripCo's share of earnings in TripAdvisor through December 10, 2012.

        Gains (losses) on transactions, net.    The net loss on transactions for the year ended December 31, 2013 primarily relates to losses on the disposal of certain TripAdvisor fixed assets. The gains on transactions for the year ended December 31, 2012 relate to our acquisition of a controlling interest in TripAdvisor, and a gain on the sale of TripAdvisor shares ($288 million) during the year ended December 31, 2012. In December 2012, as discussed above, we acquired an additional ownership interest in TripAdvisor and the right to vote our shares of its Class B common stock. The application of business combination accounting, as a result of the acquisition, for TripAdvisor required the recognition of an $800 million gain which was the difference between the fair value of our previously held interest in TripAdvisor and the carrying value of the same ownership interest.

        Other, net.    For the year ended December 31, 2013 other, net primarily consisted of interest earned and amortization of discounts and premiums on TripAdvisor's marketable securities. The increase in interest income in 2013 is primarily due to the fact that TripAdvisor began investing in marketable securities during the fourth quarter of 2012. The primary component of other, net for the year ended December 31, 2012 was the recognition of a gain on the impact of TripAdvisor issuing additional equity during the year, at an amount in excess of our per share investment, while TripAdvisor was accounted for as an equity method affiliate. TripAdvisor issued shares under an outstanding warrant agreement which generated additional paid in capital above the TripCo cost basis in the shares.

        Income taxes.    Our income tax benefit (expense) for the years ended December 31, 2013, 2012 and 2011 was $55 million, $(124) million and $11 million, respectively. The 2013 effective tax rate is greater than the U.S. federal income tax rate of 35% due primarily to a change in the corporate effective state rate for outstanding deferred tax liabilities and assets of TripCo due to a change in the apportionment of income to various states. The 2012 effective tax rate is less than the U.S. federal income tax rate of 35% due primarily to the consolidation of TripAdvisor in the current period that triggered a gain for accounting purposes but not for tax purposes offset slightly by a goodwill impairment which is not deductible for tax purposes. The 2011 effective tax rate is greater than the U.S. federal income tax rate of 35% primarily due to a reversal of a valuation allowance attributable to BuySeasons that was no longer necessary after the contribution of TripAdvisor by Liberty.

        Net earnings.    We had a net loss of $7 million and net earnings of $983 million and $12 million for the years ended December 31, 2013, 2012 and 2011, respectively. The change in net earnings was the result of the above-described fluctuations in our revenue, expenses and other gains and losses.

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Liquidity and Capital Resources

        As of December 31, 2013 substantially all of our cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.

        The following are potential sources of liquidity: available cash balances, proceeds from asset sales, monetization of our investments, outstanding or anticipated debt facilities, debt and equity issuances, and dividend and interest receipts.

        As of December 31, 2013 TripCo had a cash balance of $354 million. Approximately $351 million of the cash balance is from TripAdvisor which is not readily accessible due to TripAdvisor being a separate publicly traded company and the significant minority interest in TripAdvisor. As of December 31, 2013, approximately $297 million of TripCo cash is held by TripAdvisor foreign subsidiaries. Cash in foreign subsidiaries is generally accessible but certain tax consequences may reduce the net amount of cash TripAdvisor is able to utilize for domestic purposes. Historically, TripAdvisor's operating cash flows have been sufficient to fund its working capital requirements, capital expenditures and long term debt obligations and other financial commitments and is expected to be sufficient in future periods. TripCo is anticipated to hold approximately $50 million in corporate cash at the date of the Trip Spin-Off following the drawdown of an anticipated $400 million margin loan (see "Description of Certain Indebtedness" for further discussion) and distribution to Liberty of $350 million.

 
  Years ended
December 31,
 
 
  2013   2012   2011  
 
  (amounts in millions)
 

Cash flow information

                   

Net cash provided (used) by operating activities

  $ 336     (19 )   11  

Net cash provided (used) by investing activities

  $ (205 )   425     (6 )

Net cash provided (used) by financing activities

  $ (147 )   (38 )   (6 )

        During the year ended December 31, 2013, TripCo's primary uses of cash were approximately $145 million of shares repurchased by TripAdvisor, $107 million of net investments in short term investments and $60 million capital expenditures. These uses of cash were funded primarily with cash provided by operations. During the year ended December 31, 2012, TripCo's primary uses of cash were approximately $300 million to acquire a controlling interest which was funded with $338 million of cash proceeds from the sale of 8.5 million shares of TripAdvisor earlier in the year. Uses of cash in the prior years were related to the operations of BuySeasons including capital expenditures and debt repayments.

        The projected use of TripCo's corporate cash will be to primarily fund any operational cash deficits at BuySeasons. TripAdvisor's projected use of cash will primarily consist of repayments of interest and principal on the TripAdvisor Term Loan and Chinese credit facilities, payment of lease obligations, the repurchase of TripAdvisor common stock under the stock repurchase program approved in 2013 and potential investments or acquisitions in new or existing businesses.


Quantitative and Qualitative Disclosures about Market Risk

        We are exposed to market risk in the normal course of business due to our ongoing investing and financial activities and the conduct of operations by our subsidiaries in different foreign countries. Market risk refers to the risk of loss arising from adverse changes in stock prices, interest rates and foreign currency exchange rates. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies, procedures and

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internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

        We are exposed to changes in interest rates primarily as a result of our borrowings used to maintain liquidity and to fund business operations. The nature and amount of our long-term and short-term debt are expected to vary as a result of future requirements, market conditions and other factors. We plan to manage our overall exposure to interest rates by maintaining what we believe is an appropriate mix of fixed and variable rate debt. We believe this will protect us from interest rate risk. We will achieve this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term to maturity and (ii) issuing variable rate debt with appropriate maturities and interest rates. As of December 31, 2013, our debt is comprised of the following amounts of variable rate debt:

 
  Variable rate debt   Fixed rate debt  
 
  Principal
amount
  Weighted avg
interest rate
  Principal
Amount
  Weighted avg
interest rate
 
 
  (amount in millions)
 

TripAdvisor

  $ 369     2.0 %       N/A  

        TripCo is exposed to foreign exchange rate fluctuations related primarily to the monetary assets and liabilities and the financial results of TripAdvisor's foreign subsidiaries. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated into U.S. dollars at period-end exchange rates, and the statements of operations are generally translated at the average exchange rate for the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded in accumulated other comprehensive earnings (loss) as a separate component of parent's equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in income as unrealized (based on period-end translations) or realized upon settlement of the transactions. Cash flows from our operations in foreign countries are translated at the average rate for the period. Accordingly, TripCo may experience economic loss and a negative impact on earnings and equity with respect to our holdings solely as a result of foreign currency exchange rate fluctuations.


Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

        We have contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business including potential tax obligations associated with certain transactions post the Trip Spin-Off. Although it is reasonably possible we may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying combined financial statements.

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        Information concerning the amount and timing of required payments, both accrued and off-balance sheet, under our contractual obligations, excluding uncertain tax positions as it is undeterminable when payments will be made, is summarized below.

 
  Payments due by period  
 
  Total   Less than
1 year
  2 - 3 years   4 - 5 years   After
5 years
 
 
  (amounts in millions)
 

Combined contractual obligations

                               

Long-term debt(1)

  $ 369     69     300          

Interest payments(2)

  $ 15     6     9          

Operating lease obligations

  $ 270     16     36     41     177  

Related party note payable

  $ 30     2     28          

Purchase orders and other obligations

  $ 1     1              
                       

Total

  $ 685     94     373     41     177  
                       
                       

(1)
Amounts are stated at the face amount at maturity of our debt instruments. Amounts also include capital lease obligations. Amounts do not assume additional borrowings or refinancings of existing debt. The outstanding Chinese credit facility has been included as a current payment as the facility is short term in nature.

(2)
Amounts (i) are based on our outstanding debt at December 31, 2013, (ii) assume the interest rates on our variable rate debt remain constant at the December 31, 2013 rates and (iii) assume that our existing debt is repaid at maturity.


Critical Accounting Estimates

        The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Listed below are the accounting estimates that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported.

Fair Value Measurements

        Non-Financial Instruments.    Our non-financial instrument valuations are primarily comprised of our annual assessment of the recoverability of our goodwill and other nonamortizable intangibles, such as trademarks and our evaluation of the recoverability of our other long-lived assets upon certain triggering events and the initial recognition of such assets through the application of the purchase accounting method. If the carrying value of our definite lived intangible assets and long-lived assets exceeds their undiscounted cash flows, we are required to write the carrying value down to fair value. Any such writedown is included in impairment of long-lived assets in our combined statement of operations. A high degree of judgment is required to estimate the fair value of our long-lived assets. We may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. We may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the high degree of judgment involved in our estimation techniques, any value ultimately derived from our long-lived assets may differ from our estimate of fair value. As each of our operating segments has long-lived assets, this critical accounting policy affects the financial position and results of operations of each segment.

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        As of December 31, 2013, the intangible assets not subject to amortization for each of our significant reportable segments was as follows:

 
  Goodwill   Trademarks   Total  
 
  (amounts in millions)
 

TripAdvisor

  $ 3,460     1,828     5,288  

Corporate and other

        4     4  
               

  $ 3,460     1,832     5,292  
               
               

        We perform our annual assessment of the recoverability of our goodwill and other non-amortizable intangible assets as of December 31. We adopted accounting guidance relating to annual assessments of recoverability of goodwill and other non-amortizable intangibles during the current and prior years and at year-end we utilized a qualitative assessment for determining whether step one of the goodwill impairment analysis was necessary. During the year ended December 31, 2012 we recorded $39 million in goodwill impairments for the BuySeasons retail business. Continued declining operating results as compared to budgeted results and certain trends required a Step 2 impairment test and a determination of fair value for these subsidiaries. Fair value for these subsidiaries, including intangible assets and goodwill, was determined using TripCo projections of future operating performance and applying a combination of market multiples and a discounted cash flow calculation (Level 3).

Revenue Recognition and Retail Related Adjustments and Allowances.

        Revenue Recognition.    Revenue is recognized from the sale of goods and advertising services when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

        Click-based Advertising.    Revenue is derived primarily from click-through fees charged to our travel partners for traveler leads sent to the travel partners' website. We record revenue from click-through fees after the traveler makes the click-through to the travel partners' websites. Deferred revenue, which primarily relates to subscription-based programs, is recorded when payments are received in advance of our performance as required by the underlying agreements.

        Display and Other Advertising.    We recognize display advertising revenue ratably over the advertising period or upon delivery of advertising impressions, depending on the terms of the advertising contract. Subscription-based revenue is recognized ratably over the related subscription period. We recognize revenue from all other sources either upon delivery or when we provide the service.

        Merchandise Sales.    Revenue is recognized at the time of delivery to customers. An allowance for returned merchandise is provided as a percentage of sales based on historical experience. The total reduction in sales due to returns was approximately $3.2 million, $4.1 million and $4.7 million for each of the years ended December 31, 2013, 2012 and 2011, respectively. Sales tax collected from customers on retail sales is recorded on a net basis and is not included in revenue.

        Adjustments and Allowances.    BuySeasons records adjustments and allowances for inventory obsolescence and uncollectible receivables. Each of these adjustments is estimated based on historical experience. The inventory obsolescence is calculated as a percent of BuySeasons' inventory at the end of a reporting period based on among other factors, the age of the inventory, the sales experience for these items for the preceding 12 months and historical experience with liquidated inventory. The change in the reserve is included in cost of goods sold in the combined statements of operations. At December 31, 2013, BuySeasons' inventory is approximately $12 million, which is net of the obsolescence adjustment of approximately $2 million. Each of these estimates requires management judgment and actual activity may be different from management estimates.

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Income Taxes

        We are required to estimate the amount of tax payable or refundable for the current year and the deferred income tax liabilities and assets for the future tax consequences of events that have been reflected in our financial statements or tax returns for each taxing jurisdiction in which we operate. This process requires our management to make judgments regarding the timing and probability of the ultimate tax impact of the various agreements and transactions that we enter into. Based on these judgments we may record tax reserves or adjustments to valuation allowances on deferred tax assets to reflect the expected realizability of future tax benefits. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate, our inability to generate sufficient future taxable income or unpredicted results from the final determination of each year's liability by taxing authorities. These changes could have a significant impact on our financial position.

        Additionally, TripAdvisor records liabilities to address uncertain tax positions taken in previously filed tax returns or that are expected to be taken in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that the tax position, based on its technical merits, will be sustained upon examination. For those positions for which a conclusion is reached that it is more likely than not it will be sustained, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the taxing authority is recognized. The difference between the amount recognized and the total tax position is recorded as a liability. The ultimate resolution of these tax positions may be greater or less than the liabilities recorded.

        TripAdvisor has not provided for deferred U.S. income taxes on undistributed earnings of certain foreign subsidiaries that are intended to be reinvested permanently outside the United States. Should the earnings of foreign subsidiaries be distributed in the form of dividends or otherwise, they may be subject to U.S. income taxes. Due to complexities in tax laws and various assumptions that would have to be made, it is not practicable, at this time, to estimate the amount of unrecognized deferred U.S. taxes on these earnings.

Stock-Based Compensation

        The exercise price for all stock options granted is equal to the market price of the underlying shares of common stock at the date of grant. In this regard, when making stock option awards, the practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of the respective common stock on the date of grant. Stock options granted during the year ended December 31, 2013 typically have a term of ten years from the date of grant and generally vest over a four-year period.

        The estimated fair value of options granted to date is calculated using the Black-Scholes model. The Black-Scholes model incorporates assumptions to value stock-based awards, which includes the risk-free rate of return, volatility, expected term and expected dividend yield.

        The risk-free interest rate is based on the rates currently available on zero-coupon U.S. Treasury issues, in effect at the time of the grant, whose remaining maturity period most closely approximates the stock option's expected term assumption. The volatility of the respective common stock is estimated by using an average of historical stock price volatility of publicly traded companies that are considered peers based on daily price observations over a period equivalent or approximate to the expected term of the stock option grants. The decision to use a weighted average volatility factor of a peer group was based upon the relatively short period of availability of data on the respective common stock. The expected term was estimated using the simplified method for all stock options. The expected dividend yield is zero, as no dividends have been paid on the respective common stocks to date.

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        The fair value of stock options, net of estimated forfeitures, is amortized as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.


Results of Operations—TripAdvisor

        The consolidated results of operations for TripAdvisor were not significant for the year ended December 31, 2012, due to the consolidation of TripAdvisor for only one month. However, TripAdvisor results were more significant in 2013. Therefore, we believe a discussion of TripAdvisor's stand-alone operating results is appropriate to understand the TripAdvisor business. We note that the historical results do not include any purchase accounting amortization and adjustments and may not be indicative of future results. See the pro forma information in note 4 in the accompanying annual financial statements. Our economic ownership interest in TripAdvisor is 22% and TripCo's results include the consolidated results of TripAdvisor and the elimination of approximately 78% (the applicable noncontrolling interest percentage) of TripAdvisor's net income (loss) through the noncontrolling interest line item. TripAdvisor is a separate publicly traded company and additional information about TripAdvisor can be obtained through its website and its public filings. We believe a discussion of TripAdvisor's stand alone results promotes a better understanding of the overall results of its business.

        The following table depicts the results as reported by TripAdvisor, used for comparison purposes as discussed above, for a greater understanding of the stand-alone operations of TripAdvisor to the results reported by TripCo:

 
  Years ended
December 31,
 
 
  2013   2012   2011  
 
  (amounts in millions)
 

Revenue

  $ 945     763     637  

Operating expense

    127     88     64  

SG&A

    439     323     250  
               

Adjusted OIBDA

  $ 379     352     323  

Stock based compensation

    49     30     17  

Depreciation and amortization

    35     26     26  

Spin-off costs

            7  
               

Operating income

  $ 295     296     273  

Adjustment for purchase accounting and to eliminate results prior to consolidation(1)

    (287 )   (301 )   N/A  
               

TripAdvisor operating income (loss) as reported by TripCo

  $ 8   $ (5 )   N/A  
               
               

(1)
Purchase accounting adjustments primarily relate to the amortization of certain customer relationships and other intangibles and recognition of incremental stock-based compensation.

Revenue

        TripAdvisor derives substantially all of its revenue through the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. In addition, TripAdvisor earns revenue through a combination of subscription-based offerings related to its Business Listings and Vacation Rentals products, transaction revenue from selling room nights on its transactional sites, and other revenue including content licensing. Revenue increased $182 million

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during the year ended December 31, 2013 when compared to the same period in 2012, primarily due to an increase in click-based advertising revenue of $108 million. The primary driver of the increase in click-based advertising revenue was an increase in hotel shoppers, which refers to users who view a listing of hotels in a city or visitors who view a specific hotel page as tracked by TripAdvisor, of 36% for the year ended December 31, 2013, partially offset by lower revenue per hotel shopper of 13% for the year ended December 31, 2013, primarily due to a combination of lower user conversion related to the transition to hotel metasearch, growth in hotel shoppers on smartphones, which have a lower monetization rate than desktops and tablets, and growth in emerging international markets that are currently monetizing at lower levels than mature markets. Display-based advertising increased by $25 million during the year ended December 31, 2013, primarily as a result of a 34% increase in the number of impressions due to increased site traffic and worldwide growth particularly in emerging markets, respectively, when compared to the same period in 2012, partially offset by a decrease in pricing by 5% for the year ended December 31, 2013. Subscription, transaction and other revenue increased by $49 million during the year ended December 31, 2013, respectively, primarily due to growth in TripAdvisor's Business Listings and Vacation Rentals products. TripAdvisor derives substantially all of its revenue through the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. In addition, TripAdvisor earns revenue through a combination of subscription-based offerings related to its Business Listings and Vacation Rentals products, transaction revenue from selling room nights on TripAdvisor's transactional sites, and other revenue including content licensing.

        Revenue increased $126 million during the year ended December 31, 2012 when compared to the same period in 2011, primarily due to an increase in click-based advertising revenue of $88 million. The primary driver of the increase in click-based advertising revenue was an increase in hotel shoppers during the year ended December 31, 2012, when compared to the same period for 2011, of over 30%, partially offset by lower clicks per hotel shopper due to the TripAdvisor site redesign in September 2011, and lower revenue per click. Subscription, transaction and other revenue increased by $30 million during the year ended December 31, 2012, primarily due to growth in subscription based products, Business Listings and Vacation Rentals products.

Adjusted OIBDA

        Adjusted OIBDA as a percentage of revenue has declined year over year as TripAdvisor continues to invest in the business and the brand. The primary expenses that drive Adjusted OIBDA results are operating expense (primarily technology and content costs), sales and marketing and general and administrative expense.

Technology and Content

        Technology and content expenses consist of personnel and overhead expenses, including salaries and benefits, stock-based compensation expense and bonuses for salaried employees and contractors engaged in the design, development, testing and maintenance of the TripAdvisor website. Other costs include licensing and maintenance expense.

        Technology and content costs increased $44 million or 51% during the year ended December 31, 2013 when compared to the same period in 2012, primarily due to increased personnel costs from increased headcount to support business growth, including international expansion, enhanced site features, extending products onto smartphone and tablet platforms, and development of the hotel metasearch product, as well as an increase in stock based compensation (excluded from Adjusted OIBDA but included in operating income) and additional personnel costs related to employees acquired in recent business acquisitions.

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        Technology and content costs increased $30 million during the year ended December 31, 2012 when compared to the same period in 2011, primarily due to increased personnel costs from increased headcount to support business growth, including international expansion, enhanced site features, extending products onto smartphone and tablet platforms and development of a new hotel metasearch product.

Selling and Marketing

        Sales and marketing expenses primarily consist of direct costs, including search engine marketing, or SEM, other traffic acquisition costs, syndication costs and affiliate program commissions, brand advertising and public relations. In addition, indirect sales and marketing expense consists of personnel and overhead expenses, including salaries, commissions, benefits, stock-based compensation expense and bonuses for sales, sales support, customer support and marketing employees.

        Direct sales and marketing costs increased $66 million or 38% during the year ended December 31, 2013 when compared to the same period in 2012, primarily due to increased search engine marketing costs, other traffic acquisition costs and brand advertising costs, including offline advertising, partially offset by a decrease in spending in social media costs. Personnel and overhead costs increased $36 million or 40% during the year ended December 31, 2013 when compared to the same period in 2012, primarily due to an increase in headcount to support business growth, including international expansion, and employees acquired in recent business acquisitions and also increased stock-based compensation costs (excluded from Adjusted OIBDA but included in operating income).

        Direct selling and marketing costs increased $40 million during the year ended December 31, 2012 when compared to the same period in 2011, primarily due to increased search engine marketing costs, brand advertising costs and investments in social media costs. TripAdvisor increased spending on social media in the year ended December 31, 2012 compared to the same period in 2011, in order to increase social engagement on its websites. Personnel and overhead costs increased $17 million during the year ended December 31, 2012 when compared to the same period in 2011, primarily due to an increase in headcount to support business growth, including international expansion.

General and Administrative

        General and administrative expense consists primarily of personnel and related overhead costs, including executive leadership, finance, legal and human resource functions and stock-based compensation as well as professional service fees and other fees including audit, legal, tax and accounting, and other costs including bad debt expense and charitable foundation costs.

        General and administrative costs increased $22 million or 30% during the year ended December 31, 2013, when compared to the same period in 2012, primarily due to increased personnel costs related to an increase in stock-based compensation (excluded from Adjusted OIBDA but included in operating income), as well as increased headcount to support business growth and additional professional service fees in order to support the operations and an increase to the bad debt provision.

        General and administrative costs increased $31 million during the year ended December 31, 2012, when compared to the same period in 2011, due to increased personnel and overhead costs related to an increase in stock based compensation, as well as increased headcount to support business growth, and a full year of costs related to additional headcount and professional service fees to support TripAdvisor's operations as a standalone public company in 2012. TripAdvisor also incurred increased professional service fees primarily related to legal and tax initiatives. In addition, in connection with the spin-off from Expedia (the Expedia Spin-Off), TripAdvisor assumed Expedia's obligation to fund a charitable foundation. TripAdvisor's expense related to the funding of this charitable foundation was $7 million for the year ended December 31, 2012.

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        The following is a reconciliation of the results as reported by TripAdvisor, used for comparison purposes as discussed above, for a greater understanding of the stand-alone operations of TripAdvisor to the results reported by TripCo (amounts in millions):

 
  Year ended December 31, 2013  
 
  As Reported
By TripAdvisor
  Purchase
Accounting
Adjustments
  As Reported
By TripCo
 

Revenue

  $ 945         945  

Operating expense

    (127 )       (127 )

Selling, general and administrative expense

    (439 )       (439 )
               

Adjusted OIBDA

    379         379  

Stock-based compensation expense

    (49 )   (11 )   (60 )

Depreciation and amortization expense

    (35 )   (276 )   (311 )
               

Operating income (loss)

  $ 295     (287 )   8  
               
               

 

 
  Year ended December 31, 2012  
 
  As Reported
By TripAdvisor
  Purchase
Accounting
Adjustments
  Elimination For
Equity Method
Accounting
Prior To
Combination
  As
Reported
By TripCo
 

Revenue

  $ 763         (727 )   36  

Operating expense

    (88 )       80     (8 )

Selling, general and administrative expense

    (323 )       303     (20 )
                   

Adjusted OIBDA

    352         (344 )   8  

Stock-based compensation expense

    (30 )       30      

Depreciation and amortization expense

    (26 )   (12 )   25     (13 )
                   

Operating income (loss)

  $ 296     (12 )   (289 )   (5 )
                   
                   

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Line of Credit

        [    •    ]


Margin Loans

        Prior to the consummation of the Spin-Off, we anticipate that a newly-formed, wholly-owned special purpose subsidiary of TripCo, TripSPV, will enter into margin loan agreements with each of the lenders. The summary provided in this section is based solely on the terms of the margin loan agreement as currently anticipated between us and the lenders.

        The Margin Loan Agreements will permit TripSPV, subject to certain funding conditions, to borrow term loans on the closing date of the Margin Loan Agreements (the Closing Date) in a combined amount equal to $400 million. The maturity date of the Margin Loans is 3 years after the Closing Date. $350 million of the amount borrowed pursuant to the Margin Loan Agreements will be distributed to Liberty prior to the Spin-Off.

        TripSPV's obligations under the Margin Loan Agreements will be fully and unconditionally guaranteed by TripCo and secured by first priority liens on all of the common stock of TripAdvisor owned by TripSPV, including up to [18,159,752] shares of the common stock of TripAdvisor and up to [12,799,999] shares of the class B common stock of TripAdvisor. If TripSPV defaults on its obligations under the Margin Loan Agreements, the lenders can declare all borrowings and paid in kind interest added to the principal amount of the Margin Loans, if any, outstanding under the Margin Loan Agreements, together with any accrued and unpaid interest, to be immediately due and payable, and if TripSPV and TripCo are unable to pay such amounts, the lenders may foreclose on the pledged stock securing their respective Margin Loans and any other collateral that then secures TripSPV's obligations under the Margin Loan Agreements, exercise any and all other rights such lenders may have against TripSPV at law or in equity and may pursue their respective rights under the guarantees of TripCo.

        Borrowings under the Margin Loan Agreements will bear interest at a per annum rate equal to the 3-month LIBOR rate plus a spread of 3.25% per annum, unless it is unlawful for the applicable lender to fund or maintain loans based on LIBOR or there are material restrictions on the applicable lender to do so, in which case borrowings under the Margin Loan Agreements will bear interest at the lesser of the federal funds rate, plus 1/2 of 1% and the prime rate of such lender, plus a spread of 3.25%. Interest will be payable quarterly in arrears, beginning on the date that is three months after the Closing Date; provided that cash then credited to TripSPV's collateral accounts shall be automatically applied toward accrued and unpaid interest on the then outstanding principal amounts of the loans and, if there is insufficient cash then credited to the collateral accounts to make the full interest payments then due on the loans, TripSPV may elect to apply such shortfall to the outstanding principal balance of the Margin Loans (with interest on such additional loan amount also accruing interest as set forth in the Margin Loan Agreements) .

        TripSPV may prepay the Margin Loans at any time, subject to certain notice requirements and an early termination premium if the TripSPV prepays all or any portion of the Margin Loans prior to the date that is [    •    ] months after the Closing Date of such loans. The Margin Loan Agreements will require mandatory prepayments, together with the payment of the early termination premium, if applicable, or, in some cases, the posting of additional collateral upon the occurrence of certain events that are customary for margin loans of this type.

        The Margin Loan Agreements will contain various affirmative and negative covenants that restrict the activities of TripSPV and, in some cases, us, as guarantor. The Margin Loan Agreements will not include any financial covenants. They will also contain events of default that are customary for margin loans of this type.

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MANAGEMENT

Directors

        The following sets forth certain information concerning the persons who are expected to serve as the initial directors of TripCo immediately following the Spin-Off, including their ages, directorships held and a description of their business experience, including, if applicable, current positions held with Liberty. No assurance can be given, however, as to whether these directors will continue to serve on the TripCo board following the expiration of their respective terms, as their re-election will be subject to the approval of TripCo's stockholders.

Name
  Position and Experience
Gregory B. Maffei   [Chief Executive Officer, President and [•]] of TripCo.
Age: [53]    
    Professional Background:    Mr. Maffei has served as the Chief Executive Officer and President of Liberty since February 2006. He also served as Liberty's CEO-Elect from November 2005 through February 2006. Mr. Maffei has also served as the Chief Executive Officer and President of Liberty Media (including its predecessor) since May 2007. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, Chairman, President and Chief Executive Officer of 360networks Corporation, and Chief Financial Officer of Microsoft Corporation.

 

 

Other Public Company Directorships:    Mr. Maffei has served as a director of Liberty since November 2005 and Liberty Media (including its predecessor) since May 2007 and as the Chairman of the Board and a director of Starz since January 2013. He has served as the Chairman of the Board of Sirius XM Holdings Inc. since April 2013 and as a director since March 2009. Mr. Maffei has also served as the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and as a director since February 2011. He has served as the Chairman of the Board of TripAdvisor since February 2013. Mr. Maffei has also served as a director of Zillow, Inc. since May 2005 and Charter Communications, Inc. since May 2013. Mr. Maffei served as a director of Electronic Arts, Inc. from June 2003 to July 2013, DIRECTV and its predecessors from February 2008 to June 2010 and Barnes & Noble, Inc. from September 2011 to April 2014.

 

 

Board Membership Qualifications:    Mr. Maffei brings to our board significant financial and operational experience based on his senior policy making positions at Liberty, Liberty Media, Oracle Corporation, 360networks Corporation and Microsoft Corporation and his public company board experience. He provides our board with executive leadership perspective on the operations and management of large public companies and risk management principles.

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]

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Name
  Position and Experience

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]

[•]

 

[•].
Age: [•]    
    Professional Background:    [•]

 

 

Other Public Company Directorships:    [•]

 

 

Board Membership Qualifications:    [•]


Executive Officers

        The following sets forth certain information concerning the persons [(other than Mr. Maffei [and [    •    ]] who are also expected to serve as directors of TripCo and are described above)] who are the existing executive officers of Liberty and who are expected to serve as TripCo's initial executive officers

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immediately following the Spin-Off, including their ages, directorships held and a description of their business experience, including positions held with Liberty (including its predecessors). All of these executive officers also hold the positions indicated below with Liberty and provide such services pursuant to an existing services agreement between Liberty and Liberty Media. Notwithstanding the multiple roles to be served by these persons at TripCo, Liberty and/or Liberty Media following the Spin-Off, TripCo and Liberty believe the following persons are the most qualified and appropriate to serve in these multiple roles during the post-Spin-Off transition period given such person's in-depth knowledge of and experience with the businesses of TripCo, Liberty and Liberty Media. No assurance can be given, however, as to whether or how long these executive officers will continue to serve at any of the companies.

Name
  Positions
Richard N. Baer   Senior Vice President and General Counsel of TripCo.
Age: [57]    
    Senior Vice President and General Counsel of Liberty and Liberty Media since January 2013. Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated from May 2011 to December 2012. Executive Vice President and General Counsel of Qwest Communications International Inc. from December 2002 to April 2011 and Chief Administrative Officer from August 2008 to April 2011.

Albert E. Rosenthaler

 

A Senior Vice President of TripCo.
Age: [54]    
    A Senior Vice President of Liberty Media since May 2007. A Senior Vice President of Liberty since April 2002.

Christopher W. Shean

 

A Senior Vice President of TripCo.
Age: [48]    
    A Senior Vice President of Liberty Media since May 2007 and the Chief Financial Officer since November 2011. The Controller of Liberty Media from May 2007 to October 2011. A Senior Vice President of Liberty since January 2002 and the Chief Financial Officer since November 2011. The Controller of Liberty from October 2000 to October 2011 and a Vice President of Liberty from October 2000 to January 2002. A director of TripAdvisor since February 2013.

        TripCo's executive officers will serve in such capacities until the first annual meeting of its board of directors, or until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office.


Directors and Executive Officers

        There is no family relationship between any of TripCo's executive officers or directors, by blood, marriage or adoption.

        During the past ten years, none of the above persons has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.


Director Independence

        It will be TripCo's policy that a majority of the members of its board of directors will be independent of its management. For a director to be deemed independent, TripCo's board of directors must affirmatively determine that the director has no direct or indirect material relationship with the company. To assist TripCo's board of directors in determining which of its directors will qualify as

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independent, the nominating and corporate governance committee of TripCo's board is expected to follow the Corporate Governance Rules of the Nasdaq Stock Market on the criteria for director independence.

        In accordance with these criteria, it is expected that the TripCo board of directors will determine that each of [    •    ] qualifies as an independent director of TripCo.


Board Composition

        The board of TripCo will be comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, science and technology, venture capital, auditing and financial engineering. Detailed information on TripCo's policies with respect to board candidates will be available following the establishment of the board's nominating and corporate governance committee.

        The following directors will serve in the following classes upon completion of the Spin-Off:

Class I   Class II   Class III
[•]   [•]   [•]
[•]   [•]   [•]
[•]   [•]   [•]


Committees of the Board

        It is expected that TripCo's board of directors will form the following committees: audit committee, compensation committee, nominating and corporate governance committee and executive committee, which will have comparable responsibilities to the corresponding committees of Liberty's board. It is currently contemplated that the following persons will serve on the following committees upon completion of the Spin-Off:

Executive
Committee
  Compensation
Committee
  Audit
Committee
  Nominating and
Corporate
Governance
Committee
[•]   [•]   [•]   [•]
[•]   (Chairman)   (Chairman)   (Chairman)
    [•]   [•]   [•]

        In addition, it is currently contemplated that [    •    ] will be designated an "audit committee financial expert" for purposes of the Exchange Act and the rules and regulations of Nasdaq.


Compensation Committee Interlocks and Insider Participation

        TripCo's board of directors does not currently have a compensation committee. It is expected that no member of TripCo's compensation committee (once formed) will be or will have been, during 2013, an officer or employee of TripCo or Liberty, or will have engaged in any related party transaction in which TripCo or Liberty was a participant. It is expected that no interlocking relationship will exist between the TripCo board and its compensation committee and the board of directors or compensation committee of any other company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

        Prior to the Spin-Off, all of the outstanding shares of our common stock will be owned by Liberty. The following table sets forth information, to the extent known by Liberty or ascertainable from public filings, with respect to the estimated beneficial ownership of each person or entity (other than certain persons who will serve as directors or executive officers of TripCo, whose ownership information follows) who is expected to beneficially own more than five percent of the outstanding shares of any series of TripCo common stock, assuming that the distribution had occurred at 5:00 p.m., New York City time, on March 31, 2014. The table presented below has been adjusted retroactively to take into account the effects of the April 2014 Liberty Ventures stock split. The percentage voting power is presented on an aggregate basis for all series of TripCo common stock.

        The security ownership information for TripCo common stock has been estimated based upon the distribution ratio of 1-for-1 to holders of LVNTA and LVNTB and outstanding stock information for Liberty's common stock as of March 31, 2014, and, in the case of percentage ownership information, has been estimated based upon 70,786,768 shares of TripCo's Series A common stock and 2,885,378 shares of TripCo's Series B common stock estimated to have been issued in the distribution assuming that the distribution had occurred at 5:00 p.m., New York City time, on March 31, 2014, and taking into account the April 2014 Liberty Ventures stock split. However, because of the difficulty in determining in advance the precise effect of the distribution on outstanding option awards and stock appreciation rights with respect to shares of LVNTA and LVNTB (see "The Spin-Off—Effect of the Spin-Off on Outstanding Liberty Ventures Incentive Awards" for more information), for purposes of the following presentation, we have not included beneficial ownership information with respect to any new option awards or stock appreciation rights with respect to shares of LTRPA and LTRPB that may be received by the persons for whom beneficial ownership information is presented below

        So far as is known to Liberty, the persons indicated below would have sole voting power with respect to the shares estimated to be owned by them, except as otherwise stated in the notes to the table.

Name and Address of Beneficial Owner
  Title of
Class
  Amount and
Nature of
Beneficial
Ownership
  Percent of
Class
(%)
  Voting
Power
(%)
 
 
   
  (in thousands)
   
   
 

John C. Malone

  Series A     1,194,380 (1)(2)(3)   1.7     29.0  

c/o Liberty Interactive Corporation

  Series B     2,769,500 (1)(2)(4)   96.0        

12300 Liberty Boulevard

                       

Englewood, CO 80112

                       

FPR Partners, LLC

 

Series A

   
5,719,832

(5)
 
8.1
   
5.7
 

199 Fremont Street, Suite 2500

                       

San Francisco, CA 94105-2261

                       

Jana Partners LLC

 

Series A

   
3,877,880

(6)
 
5.5
   
3.9
 

767 Fifth Avenue, 8th Floor

                       

New York, NY 10153

                       

*
Less than one percent.

(1)
Includes 78,580 LTRPA shares and 85,234 LTRPB shares held by Mr. Malone's wife, Mrs. Leslie Malone, as to which shares Mr. Malone has disclaimed beneficial ownership.

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(2)
Includes 28,148 shares of LTRPA and 45,892 shares of LTRPB held by two trusts which are managed by an independent trustee, of which the beneficiaries are Mr. Malone's adult children and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the right to substitute assets held by the trusts and has disclaimed beneficial ownership of the shares held by the trusts.

(3)
Includes (i) 302,326 shares of LTRPA pledged to Fidelity Brokerage Services, LLC (Fidelity) in connection with a margin loan facility extended by Fidelity to Mr. Malone and (ii) 780,386 of LTRPA pledged to Bank of America (BoA) in connection with a loan facility extended by BoA to Mr. Malone.

(4)
In February 1998, in connection with the settlement of certain legal proceedings relative to the Estate of Bob Magness, the late founder and former Chairman of the Board of Tele-Communications, Inc. (TCI), TCI entered into a call agreement with Mr. Malone and Mr. Malone's wife. In connection with the acquisition by AT&T of TCI, TCI assigned to Liberty's predecessor its rights under this call agreement. Liberty has since succeeded to these rights. As a result, Liberty has the right, under certain circumstances, to acquire LVNTB shares owned by the Malones. The call agreement also prohibits the Malones from disposing of their LVNTB shares, except for certain exempt transfers (such as transfers to related parties or public sales of up to an aggregate of 5% of their shares of LVNTB after conversion to shares of LVNTA) and except for transfers made in compliance with Liberty's call rights. The call agreement will not apply to the LTRPB shares received by Mr. Malone and his wife in the distribution.

(5)
Based on Amendment No. 1 to Schedule 13G, dated February 14, 2014, filed with respect to Liberty by FPR Partners, LLC (FPR Partners), which states that FPR Partners has sole voting and dispositive power over such shares.

(6)
Based on Amendment No. 1 to Schedule 13G, dated February 14, 2014, filed with respect to Liberty by Jana Partners LLC (Jana Partners), which states that Jana Partners has sole voting and dispositive power over such shares.


Security Ownership of Management

        The following table sets forth information with respect to the estimated beneficial ownership by each person who is expected to serve as an executive officer or director of TripCo and all of such persons as a group of (1) shares of TripCo's Series A common stock and Series B common stock and (2) the common stock, par value $0.001 per share (TRIP), of our consolidated subsidiary TripAdvisor, assuming that the distribution had occurred at 5:00 p.m., New York City time, on March 31, 2014. The percentage voting power is presented on an aggregate basis for all series of TripCo common stock. The table presented below has been adjusted retroactively to take into account the effects of the April 2014 Liberty Ventures stock split.

        The security ownership information for TripCo common stock has been estimated based upon the distribution ratio of 1-for-1 to holders of LVNTA and LVNTB and outstanding stock information for Liberty's common stock as of March 31, 2014, and, in the case of percentage ownership information, has been estimated based upon 70,786,768 shares of TripCo's Series A common stock and 2,885,378 shares of TripCo's Series B common stock estimated to have been issued in the distribution assuming that the distribution had occurred at 5:00 p.m., New York City time, on March 31, 2014, and taking into account the April 2014 Liberty Ventures stock split. In the case of percentage ownership information for TripAdvisor common stock, the ownership information has been estimated based upon 129,432,796 TRIP shares and 12,799,999 shares of TripAdvisor's Class B Common Stock, par value $0.001 per share (TripAdvisor Class B), in each case, outstanding on February 6, 2014. None of our directors or named executive officers own shares of TripAdvisor Class B.

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        Shares of restricted stock that will be issued pursuant to the transitional plan are included in the outstanding share numbers provided throughout this prospectus. However, because of the difficulty in determining in advance the precise effect of the distribution on outstanding option awards and stock appreciation rights with respect to shares of LVNTA and LVNTB for our directors and named executive officers (see "The Spin-Off—Effect of the Spin-Off on Outstanding Liberty Ventures Incentive Awards" for more information), for purposes of the following presentation, we have not included beneficial ownership information with respect to any new option awards or stock appreciation rights with respect to shares of LTRPA and LTRPB that may be received by the directors or named executive officers for whom beneficial ownership information is presented below.

        For purposes of the following presentation, beneficial ownership of shares of TripCo Series B common stock, though convertible on a one-for-one basis into shares of TripCo Series A common stock, is reported as beneficial ownership of Series B common stock, and not as beneficial ownership of Series A common stock, but the voting power of the Series A common stock and Series B common stock has been aggregated.

        The number of shares indicated as owned by the following persons includes interests in shares that would have been held by the Liberty Media 401(k) plan as of March 31, 2014. The shares held by the trustee of the Liberty 401(k) Savings Plan for the benefit of these persons are voted as directed by such persons.

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        So far as is known to Liberty, the persons indicated below would have sole voting power with respect to the shares estimated to be owned by them, except as otherwise stated in the notes to the table.

Name of Beneficial Owner
  Title of
Class
  Amount and
Nature of
Beneficial
Ownership
  Percent of
Class
(%)
  Voting
Power
(%)
 
 
   
  (In thousands)
   
   
 

Gregory B. Maffei

  Series A     942 (1)(2)   1.3     *  

[Chief Executive Officer, President and [•]]

  Series B                  

  TRIP     7 (3)(4)   *     *  

[•]

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

Director

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

[•]

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

Director

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

[•]

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

Director

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

[•]

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

Director

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

[•]

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

Director

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

[•]

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

Director

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

[•]

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

Director

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

Richard N. Baer

 

Series A

   
9

(2)
 
*
   
*
 

Executive Vice President and General Counsel

  Series B                  

  TRIP                  

Albert E. Rosenthaler

 

Series A

   
25

(1)(2)
 
*
   
*
 

Senior Vice President

  Series B                  

  TRIP                  

Christopher W. Shean

 

Series A

   
85

(1)(2)
 
*
   
*
 

Senior Vice President and Chief Financial Officer

  Series B                  

  TRIP     5 (3)   *     *  

All directors and executive officers as a group ([•] persons)

 

Series A

   
[•]

([•])
 
[•]
   
[•]
 

  Series B     [•] ([•])   [•]        

  TRIP     [•] ([•])   [•]     [•]  

*
Less than one percent

**
Less than 1,000 shares

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(1)
Includes shares held in the Liberty Media 401(k) Savings Plan as follows:

 
  LTRPA  

Gregory B. Maffei

    576  

Albert E. Rosenthaler

    1,230  

Christopher W. Shean

    856  
       

Total

    2,662  
       
       
(2)
Includes restricted shares of LTRPA, none of which are vested, as follows:

Gregory B. Maffei

    147,388  

[•]

    [•]  

[•]

    [•]  

[•]

    [•]  

[•]

    [•]  

[•]

    [•]  

[•]

    [•]  

[•]

    [•]  

Richard N. Baer

    9,104  

Albert E. Rosenthaler

    10,500  

Christopher W. Shean

    10,500  

Total

    [•]  
(3)
Includes 4,094 restricted shares of TRIP held by each of Messrs. Maffei and Shean, none of which has vested.

(4)
Includes 1,938 shares of TRIP held by the Maffei Foundation, as to which shares Mr. Maffei has disclaimed beneficial ownership.


Change of Control

        Other than as contemplated by the Spin-Off, we know of no arrangements, including any pledge by any person of its securities, the operation of which may at a subsequent date result in a change in control of our company. For more information about the Spin-Off, please see "The Spin-Off."

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        We expect that our board of directors will adopt a formal written policy for the review, approval or ratification of any transactions or arrangements involving related parties. All of our directors, executive officers and employees will be subject to the policy and will be asked to promptly report any such related party transaction. No related party transaction will be effected without the approval of the independent committee of the board designated by the board to address such actual or potential conflicts. Directors will be asked to recuse themselves from any discussion or decision by the board or a board committee that involves or affects their personal, business or professional interests.


Relationships Between TripCo and TripAdvisor

    Governance Agreement

        Pursuant to a Governance Agreement between Liberty and TripAdvisor (the Governance Agreement), which will be assigned to us in connection with the Spin-Off, so long as we beneficially own at least 16,825,982 equity securities of TripAdvisor and the shares we own represent at least 15% of the total equity securities of TripAdvisor, we have the right to nominate up to 20% of the total number of TripAdvisor directors. We also have the right to nominate one director of TripAdvisor so long as we beneficially own at least 11,217,321 equity securities of TripAdvisor and the shares we own represent at least 5% of the total equity securities of TripAdvisor. However, following the December 2012 transaction in TripAdvisor common stock which resulted in Liberty's control of TripAdvisor, we beneficially own 22% of the equity and 57% of the total votes of all classes of TripAdvisor common stock. As a result, we are effectively able to control the outcome of all matters submitted to a vote or for the consent of TripAdvisor's stockholders (other than with respect to the election by the holders of TripAdvisor common stock of 25% of the members of TripAdvisor's Board of Directors as provided by the terms of TripAdvisor's Certificate of Incorporation and matters as to which Delaware law requires a separate class vote).

        In addition, the Governance Agreement provides that, for so long as we own at least 14,956,428 equity securities and the shares we own represent at least 5% of the total equity securities of TripAdvisor (the Consent Condition), TripAdvisor may not, without the prior approval of TripCo, engage in any transaction that would result in our company having to divest all or any part of our interests in TripAdvisor or any other material assets, or that would render continued ownership of such interests or assets illegal or would subject our company to any fines, penalties or material additional restrictions or limitations. In addition, for so long as the Consent Condition applies, if TripAdvisor (or any of its subsidiaries) incurs any indebtedness (other than a customary refinancing not to exceed the principal amount of the existing obligation being refinanced) after which TripAdvisor's "total debt ratio" (as defined in the Governance Agreement) equals or exceeds 8:1, then for so long as the total debt ratio continues to equal or exceed 8:1, TripAdvisor may not take any of the following actions without our prior approval:

    (a) acquire or dispose of any assets or business, (b) issue any debt or equity securities, (c) redeem or repurchase any debt or equity securities of TripAdvisor or its subsidiaries, or (d) incur indebtedness, if the aggregate value of such transaction or transactions (alone or in combination) during any six month period equals 10% or more of TripAdvisor's market capitalization at the time of such transaction;

    voluntarily commence any liquidation, dissolution or winding up of TripAdvisor or any material subsidiary of TripAdvisor;

    make any material amendments to the certificate of incorporation or bylaws of TripAdvisor;

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    engage in any line of business other than online and offline travel media and related businesses, or other businesses engaged in by TripAdvisor as of the date of determination of the total debt ratio;

    adopt any stockholder rights plan that would adversely affect TripCo; or

    grant consent rights similar in type and magnitude to those above to a stockholder of TripAdvisor.

        The Governance Agreement also entitles our company to certain preemptive rights and registration rights with respect to its shares of TripAdvisor common stock.

        Pursuant to the Governance Agreement, in certain cases, TripCo must provide notice to TripAdvisor prior to taking certain actions: (1) prior to entering into any Hedging Transaction (as defined in the Governance Agreement) with respect to more than 4.9% of the outstanding shares of TRIP and shares of TripAdvisor Class B, TripCo shall give prior written notice to the Chief Financial Officer of TripAdvisor between one and ten business days prior to such transaction and (2) prior to a Transfer (as defined in the Governance Agreement) of any shares of TripAdvisor Class B to anyone other than a subsidiary of TripCo, TripCo must provide prior written notice to the board of directors of TripAdvisor.

        The foregoing summary of the Governance Agreement between Liberty and TripAdvisor, which will be assigned to us in connection with the Spin-Off, is qualified by reference to the full text of the Governance Agreement, which will be filed as an exhibit to the Registration Statement on Form S-1 of which this prospectus forms a part.


Relationships Between TripCo and Liberty and/or Liberty Media

        Following the Spin-Off, Liberty and TripCo will operate independently, and neither will have any ownership interest in the other. In order to govern certain of the ongoing relationships between Liberty and/or Liberty Media (or their respective subsidiaries), on the one hand, and TripCo, on the other hand, after the Spin-Off and to provide mechanisms for an orderly transition, Liberty and/or Liberty Media (or their respective subsidiaries), on the one hand, and TripCo, on the other hand, are entering into certain agreements, the terms of which are summarized below.

        In addition to the agreements described below, Liberty and/or Liberty Media may enter into, from time to time, agreements and arrangements with TripCo and certain of its related entities, in connection with, and in the ordinary course of, its business.

    Reorganization Agreement

        Prior to the effective time of the Spin-Off, TripCo will enter into a reorganization agreement with Liberty (the reorganization agreement) to provide for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Spin-Off, certain conditions to the Spin-Off and provisions governing the relationship between TripCo and Liberty with respect to and resulting from the Spin-Off.

        The reorganization agreement will provide that, prior to the distribution date, Liberty will transfer to TripCo, or cause its other subsidiaries to transfer to TripCo, directly or indirectly, the TripCo Assets and Liabilities (other than the Margin Loan, which a subsidiary of TripCo will incur directly). The reorganization agreement will also provide for mutual indemnification obligations, which are designed to make TripCo financially responsible for substantially all of the liabilities that may exist relating to the businesses included in TripCo at the time of the Spin-Off together with certain other specified liabilities, as well as for all liabilities incurred by TripCo after the Spin-Off, and to make Liberty financially responsible for all potential liabilities of TripCo which are not related to TripCo's businesses,

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including, for example, any liabilities arising as a result of TripCo having been a subsidiary of Liberty, together with certain other specified liabilities. These indemnification obligations exclude any matters relating to taxes. For a description of the allocation of tax-related obligations, please see "—Tax Sharing Agreement" below.

        In addition, the reorganization agreement will provide for each of TripCo and Liberty to preserve the confidentiality of all confidential or proprietary information of the other party for five years following the Spin-Off, subject to customary exceptions, including disclosures required by law, court order or government regulation.

        The reorganization agreement may be terminated and the Spin-Off may be abandoned, at any time prior to the distribution date, by and in the sole discretion of the Liberty board of directors. In such event, Liberty will have no liability to any person under the reorganization agreement or any obligation to effect the Spin-Off.

        This summary is qualified by reference to the full text of the reorganization agreement, a form of which will be filed as an exhibit to the Registration Statement on Form S-1 of which this prospectus forms a part, and is hereby incorporated by reference herein.

    Tax Sharing Agreement

        Prior to the effective time of the Spin-Off, TripCo will enter into a tax sharing agreement with Liberty that governs Liberty's and TripCo's respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters.

        References in this summary (i) to the terms "tax" or "taxes" mean U.S. federal, state, local and foreign taxes as well as any interest, penalties, additions to tax or additional amounts in respect of such taxes, (ii) to the term "Tax-related losses" refer to losses arising from the failure of the Spin-Off and related restructuring transactions to be tax-free, and (iii) to the term "compensatory equity interests" refer to options, stock appreciation rights, restricted stock, stock units or other rights with respect to Liberty stock or TripCo stock that are granted on or prior to the Spin-Off date by Liberty, TripCo or any of their respective subsidiaries in connection with employee, independent contractor or director compensation or other employee benefits. In addition, references to the "TripCo group" mean, with respect to any tax year (or portion thereof) ending at or before the effective time of the Spin-Off, TripCo and each of its subsidiaries at the effective time of the Spin-Off, and with respect to any tax year (or portion thereof) beginning after the effective time of the Spin-Off, TripCo and its subsidiaries during such tax year (or portion thereof); and references to the "Liberty group" mean, with respect to any tax year (or portion thereof), Liberty and its subsidiaries, other than any person that is a member of the TripCo group, during such tax year (or portion thereof).

        TripCo and certain of Liberty's eligible subsidiaries that will be contributed to TripCo currently join with Liberty in the filing of a consolidated return for U.S. federal income tax purposes and also join with Liberty in the filing of certain consolidated, combined, and unitary returns for state, local, and foreign tax purposes. However, generally for tax periods beginning after the Spin-Off, TripCo and the members of the TripCo group will not join with Liberty in the filing of federal, state, local or foreign consolidated, combined or unitary tax returns.

        Under the tax sharing agreement, except as described below, (i) Liberty will be allocated all taxes attributable to the members of the Liberty group, and all taxes attributable to the members of the TripCo group for a pre-Spin-Off period, that are reported on any consolidated, combined or unitary tax return that includes one or more members of the Liberty group and one or more members of the TripCo group, and (ii) each of Liberty and TripCo will be allocated all taxes attributable to the members of its respective group that are reported on any tax return (including any consolidated,

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combined or unitary tax return) that includes only the members of its respective group. Special rules apply, however, as follows:

    Liberty will be allocated any taxes and Tax-related losses that result from the Spin-Off and related restructuring transactions, except that TripCo will be allocated any such taxes or Tax-related losses that (i) result primarily from, individually or in the aggregate, a breach by TripCo of any of its covenants relating to the Spin-Off and related restructuring transactions as described below, or (ii) result from Section 355(e) of the Code applying to the Spin-Off as a result of the Spin-Off being part of a plan (or series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater interest in the stock of TripCo; and

    Liberty and TripCo will each be allocated 50 percent of any transfer taxes arising from the Spin-Off and related restructuring transactions.

        Liberty will be responsible for preparing and filing all tax returns which include one or more members of the Liberty group and one or more members of the TripCo group. In addition to the foregoing, each of Liberty and TripCo will be responsible for preparing and filing any tax returns that include only members of its respective group. On any tax return that TripCo is responsible for filing, TripCo and the members of the TripCo group will be required to allocate tax items between any tax returns for which TripCo is responsible and any related tax return for which Liberty is responsible that are filed with respect to the same tax year in a manner that is consistent with the reporting of such tax items on the tax return prepared by Liberty. All tax returns will be required to be filed by the parties in a manner consistent with the Ruling and tax opinion obtained in connection with the Spin-Off. Further, under the tax sharing agreement, amended tax returns with respect to the TripCo group may only be filed by the party responsible for filing the original tax return and the consent of Liberty will be required with respect to the filing of any amended tax return by TripCo that is likely to increase the taxes or indemnity obligations of Liberty by more than a de minimis amount (unless TripCo otherwise agrees to pay such incremental taxes or obligations).

        To the extent permitted by applicable law, income tax deductions with respect to the issuance, exercise, vesting or settlement after the date of the Spin-Off of any compensatory equity interests will be required to be claimed: (i) in the case of any active officer or employee, solely by the group that employs such person at the time of such issuance, exercise, vesting or settlement (as applicable), (ii) in the case of any former officer or employee, solely by the group that was the last to employ such person, and (iii) in the case of a director or former director (who is not an officer or employee or former officer or employee), solely by the Liberty group if such person was, at any time before or after the Spin-Off, a director of any member of the Liberty group, and in any other case, solely by the TripCo group. For purposes of the foregoing, except with respect to any officer or employee on the payroll of BuySeasons during any tax year (or portion thereof) who will exclusively be considered to be an employee of TripCo (or any member of the TripCo group) for such tax year (or portion thereof), an officer or employee of Liberty or a member of its group during any tax year (or portion thereof) shall exclusively be considered to be employed by Liberty or the applicable member of its group during such tax year (or portion thereof). The party whose group is allocated the foregoing income tax deductions (the employing party) will be required to satisfy all applicable tax reporting obligations and satisfy all liabilities for taxes imposed in connection with such compensatory equity interests; however, if the corporation that is the issuer or the obligor under the applicable compensatory equity interest is a member of a different group than the employing party, such issuing corporation will be required to remit to the employing party the amount required to be withheld in respect of any withholding taxes upon settlement of such compensatory equity interest.

        Generally, each of Liberty and TripCo will be entitled to any refunds, credits, or offsets relating to taxes allocated to and paid by its respective group under the tax sharing agreement. If TripCo requests in writing that Liberty obtain a refund, credit or offset of taxes with respect to the carryback of any tax

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attribute of TripCo or the members of its group to a pre-Spin-Off tax period, Liberty will be required to take reasonable measures to obtain a refund, credit or offset of taxes with respect to such carryback; however, TripCo will only be entitled to such refund, credit or offset of taxes attributable (on a last dollar basis) to such carryback, and such amount will be net of any out-of-pocket costs, expenses, or increase in taxes incurred by Liberty with respect to the receipt or accrual thereof.

        Each of Liberty and TripCo will generally have the authority to respond to and control all tax proceedings, including tax audits, involving any taxes reported on tax returns for which it is responsible for preparing and filing, and the other company will have the right to participate, at its own cost and expense, in such tax proceedings to the extent such proceedings could result in a tax liability for which such other company may be liable under the tax sharing agreement. Notwithstanding the foregoing, Liberty and TripCo will have the authority to jointly control all proceedings, including tax proceedings, involving any taxes or Tax-related losses arising from the Spin-Off or related restructuring transactions. The tax sharing agreement will further provide for the exchange of information for tax matters (and confidentiality protections related to such exchanged information), the retention of records that may affect the tax liabilities of the parties to the agreement, and cooperation between Liberty and TripCo with respect to tax matters and in obtaining any supplemental private letter ruling from the IRS related to the Spin-Off that may be reasonably requested by a party.

        To the extent permitted by applicable tax law, TripCo and Liberty will treat any payments made under the tax sharing agreement as a capital contribution or distribution (as applicable) immediately prior to the Spin-Off. However, if any indemnity payment causes, directly or indirectly, an increase in the taxable income of the recipient (or its group), the payor's payment obligation must be grossed up to take into account the taxes owed by the recipient (or its group). Payments that are not made within the time period prescribed by the tax sharing agreement will bear interest until they are made.

        Finally, each of Liberty and TripCo will be restricted by certain covenants related to the Spin-Off and related restructuring transactions. These restrictive covenants will require that neither Liberty, TripCo nor any member of their respective groups take, or fail to take, any action following the Spin-Off if such action, or failure to act:

    would be inconsistent with or prohibit certain restructuring transactions related to the Spin-Off from qualifying for tax-free treatment for U.S. federal income tax purposes to Liberty and its subsidiaries;

    would be inconsistent with or prohibit the Spin-Off from qualifying as a tax-free transaction under Sections 355, 368(a) and 361 of the Code to Liberty, its subsidiaries and the holders of Liberty Ventures common stock; or

    would be inconsistent with, or otherwise cause any person to be in breach of, any representation, covenant, or material statement made in connection with the Ruling (or any supplemental private letter ruling) obtained from the IRS or tax opinion delivered to Liberty relating to the qualification of the Spin-Off as a tax-free transaction described under Sections 355 and 368(a) of the Code.

Further, each party will be restricted from taking any position for tax purposes that is inconsistent with the Ruling or tax opinion obtained in connection with the Spin-Off.

        The parties must indemnify each other for taxes and losses allocated to them under the tax sharing agreement and for taxes and losses arising from a breach by them of their respective covenants and obligations under the tax sharing agreement.

        Notwithstanding the tax sharing agreement, under U.S. Treasury Regulations, each member of a consolidated group is severally liable for the U.S. federal income tax liability of each other member of the consolidated group. Accordingly, with respect to periods prior to the Spin-Off in which TripCo (or

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its subsidiaries) have been included in Liberty's consolidated group or another company's consolidated group, TripCo (or its subsidiaries) could be liable to the U.S. government for any U.S. federal income tax liability incurred, but not discharged, by any other member of such consolidated group. However, if any such liability were imposed, TripCo would generally be entitled to be indemnified by Liberty for tax liabilities allocated to Liberty under the tax sharing agreement.

        This summary is qualified by reference to the full text of the tax sharing agreement, a form of which will be filed as an exhibit to the Registration Statement on Form S-1 of which this prospectus forms a part.

    Services Agreement

        Liberty is currently a party to a services agreement with Liberty Media under which Liberty Media provides Liberty with certain specified services. Similarly, in connection with the Spin-Off, TripCo will enter into a services agreement with Liberty Media (the services agreement), pursuant to which, following the Spin-Off, Liberty Media will provide TripCo with specified services, including:

    insurance administration and risk management services;

    other services typically performed by Liberty Media's legal, investor relations, tax, accounting, and internal audit departments; and

    such other services as Liberty Media may obtain from its officers, employees and consultants in the management of its own operations that TripCo may from time to time request or require.

In addition, Liberty Media will provide to TripCo certain technical and information technology services (including management information systems, computer, data storage, network and telecommunications services.

        [TripCo will make payments to Liberty Media under the services agreement based upon [    •    ].] TripCo will also reimburse Liberty Media for direct out-of-pocket costs incurred by Liberty Media for third party services provided to TripCo. Liberty Media and TripCo will evaluate all charges for reasonableness semi-annually and make adjustments to these charges as the parties mutually agree upon. The fees payable to Liberty Media for the first year of the services agreement are expected to be approximately $[    •    ].

        The services agreement will continue in effect until the close of business on the third anniversary of the Spin-Off, unless earlier terminated (1) by TripCo at any time on at least 30 days' prior written notice, (2) by Liberty Media upon written notice to TripCo following a change in control or certain bankruptcy or insolvency-related events affecting TripCo or (3) by TripCo, upon written notice to Liberty Media, following certain changes in control of Liberty Media or Liberty Media being the subject of certain bankruptcy or insolvency-related events.

        This summary is qualified by reference to the full text of the services agreement, a form of which will be filed as an exhibit to the Registration Statement on Form S-1 of which this prospectus forms a part.

    Facilities Sharing Agreement

        In connection with the Spin-Off, TripCo will enter into a three-year facilities sharing agreement (the facilities sharing agreement) with Liberty Property Holdings, Inc. (LPH), a wholly-owned subsidiary of Liberty Media, pursuant to which, following the Spin-Off, TripCo will share office facilities with Liberty and Liberty Media located at 12300 Liberty Boulevard, Englewood, Colorado. TripCo will pay a sharing fee for use of the office based on a comparable fair market rental rate and an estimate of the usage of the office facilities by or on behalf of TripCo. The facilities sharing agreement will continue in effect until the close of business on the third anniversary of the Spin-Off, unless earlier

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terminated (1) by TripCo at any time on at least 30 days' prior written notice, (2) by LPH upon written notice to TripCo following a default by TripCo of any of its material obligations under the facilities sharing agreement, which default remains unremedied for 30 days after written notice of such default is provided, (3) by TripCo upon written notice to LPH, following certain changes in control of Liberty Media or Liberty Media being the subject of certain bankruptcy or insolvency-related events or (4) by LPH upon written notice to TripCo, following certain changes in control of TripCo or TripCo being the subject of certain bankruptcy or insolvency-related events.

        This summary is qualified by reference to the full text of the facilities sharing agreement, a form of which will be filed as an exhibit to the Registration Statement on Form S-1 of which this prospectus forms a part.

    Line of Credit

        [    •    ]


Services Agreement between BuySeasons and Evite

        In connection with the Spin-Off, BuySeasons will enter into a services agreement with Evite (the BuySeasons services agreement), pursuant to which, following the Spin-Off, BuySeasons will provide Evite with specified services, including:

    [    •    ]; and

    such other services as BuySeasons may obtain from its officers, employees and consultants in the management of its own operations that Evite may from time to time request or require.

        [In addition, BuySeasons will provide to Evite certain technical and information technology services (including management information systems, computer, data storage, network and telecommunications services.]

        Evite will make payments to BuySeasons under the BuySeasons services agreement based upon a portion of BuySeasons' personnel costs (taking into account wages and benefits) of the BuySeasons officers and employees who are expected to provide services to Evite. These personnel costs will be comparable to those arrived at on an arms'-length basis and will be based upon the allocated percentages of time spent by BuySeasons personnel performing services for Evite under the BuySeasons services agreement. Evite will also reimburse BuySeasons for direct out-of-pocket costs incurred by BuySeasons for third party services provided to Evite. Evite and BuySeasons will evaluate all charges for reasonableness semi-annually and make adjustments to these charges as the parties mutually agree upon. Based upon the current personnel costs of the affected BuySeasons personnel and Evite's anticipated percentage usage thereof, the fees payable to BuySeasons for the first year of the BuySeasons services agreement are expected to be approximately $[    •    ].

        The BuySeasons services agreement will continue in effect until the close of business on the third anniversary of the Spin-Off, unless earlier terminated (1) by BuySeasons at any time on at least 30 days' prior written notice, (2) by Evite upon written notice to BuySeasons following a change in control or certain bankruptcy or insolvency-related events affecting BuySeasons or (3) by BuySeasons, upon written notice to Evite, following certain changes in control of Evite or Evite being the subject of certain bankruptcy or insolvency-related events.

        This summary is qualified by reference to the full text of the BuySeasons services agreement, a form of which will be filed as an exhibit to the Registration Statement on Form S-1 of which this prospectus forms a part.

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DESCRIPTION OF OUR CAPITAL STOCK

        The following information reflects our certificate of incorporation (our charter) and bylaws as we expect to be in effect at the time of the Spin-Off.


Authorized Capital Stock

        Our authorized capital stock will consist of [    •    ] ([    •    ]) shares, of which [    •    ] ([    •    ]) shares will be designated common stock, par value $0.01 per share, and [    •    ] ([    •    ]) shares will be designated preferred stock, par value $0.01 per share. Our common stock will be divided into [three] series. We will have [    •    ] ([    •    ]) shares of Series A common stock, [    •    ] ([    •    ]) shares of Series B common stock, and [    •    ] ([    •    ]) shares of Series C common stock authorized.

        Immediately following the Spin-Off, we expect to have approximately [    •    ] shares of our Series A common stock and approximately [    •    ] shares of our Series B common stock outstanding, based upon the number of shares of LVNTA and LVNTB outstanding on [    •    ]. No shares of our Series C common stock or preferred stock will be outstanding immediately following the Spin-Off.


Our Common Stock

        The holders of our Series A common stock, Series B common stock and Series C common stock have equal rights, powers and privileges, except as otherwise described below.

    Voting Rights

        The holders of our Series A common stock will be entitled to one vote for each share held, and the holders of our Series B common stock will be entitled to ten votes for each share held, on all matters voted on by our stockholders, including elections of directors. The holders of our Series C common stock will not be entitled to any voting powers, except as required by Delaware law. When the vote or consent of holders of our Series C common stock is required by Delaware law, the holders of our Series C common stock will be entitled to 1/100th of a vote for each share held. Our charter does not provide for cumulative voting in the election of directors.

    Dividends; Liquidation

        Subject to any preferential rights of any outstanding series of our preferred stock created by our board from time to time, the holders of our common stock will be entitled to such dividends as may be declared from time to time by our board from funds available therefor. Except as otherwise described under "—Distributions," whenever a dividend is paid to the holders of one of our series of common stock, we will also pay to the holders of the other series of our common stock an equal per share dividend. For a more complete discussion of our dividend policy, please see "—Dividend Policy."

    Conversion

        Each share of our Series B common stock is convertible, at the option of the holder, into one share of our Series A common stock. Our Series A common stock and Series C common stock are not convertible into shares of any other series of our common stock.

    Distributions

        Subject to the exception provided below, distributions made in shares of our Series A common stock, our Series B common stock, our Series C common stock or any other security with respect to

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our Series A common stock, our Series B common stock or our Series C common stock may be declared and paid only as follows:

    a share distribution (1) consisting of shares of our Series C common stock (or securities convertible therefor) to holders of our Series A common stock, Series B common stock and Series C common stock, on an equal per share basis; or (2) consisting of (x) shares of our Series A common stock (or securities convertible therefor other than, for the avoidance of doubt, shares of our Series B common stock) to holders of our Series A common stock, on an equal per share basis, (y) shares of our Series B common stock (or securities convertible therefor) to holders of our Series B common stock, on an equal per share basis, and (z) shares of our Series C common stock (or securities convertible therefor) to holders of our Series C common stock, on an equal per share basis; and

    a share distribution consisting of any class or series of securities of our company or any other person, other than our Series A common stock, Series B common stock or Series C common stock (or securities convertible therefor) on the basis of a distribution of (1) identical securities, on an equal per share basis, to holders of our Series A common stock, Series B common stock and Series C common stock; or (2) separate classes or series of securities, on an equal per share basis, to holders of each such shares of our common stock; or (3) a separate class or series of securities to the holders of one or more series of our common stock and, on an equal per share basis, a different class or series of securities to the holders of all other series of our common stock, provided that, in the case of (2) or (3) above, the securities so distributed do not differ in any respect other than their relative voting rights and related differences in designation, conversion, redemption and share distribution provisions, with the holders of shares of Series B common stock receiving securities of the class or series having the highest relative voting rights and the holders of shares of each other series of our common stock receiving securities of the class or series having lesser relative voting rights, and provided further that, if different classes or series of securities are being distributed to holders of our Series A common stock and Series C common stock, then such securities shall be distributed either as determined by our board of directors or such that the relative voting rights of the securities of the class or series of securities to be received by the holders of our Series A common stock and Series C common stock correspond, to the extent practicable, to the relative voting rights of each such series of our common stock.

    Reclassification

        We may not reclassify, subdivide or combine any series of our common stock without reclassifying, subdividing or combining the other series of our common stock, on an equal per share basis.

    Liquidation and Dissolution

        In the event of our liquidation, dissolution or winding up, after payment or provision for payment of our debts and liabilities and subject to the prior payment in full of any preferential amounts to which our preferred stock holders may be entitled, the holders of our Series A common stock, Series B common stock and Series C common stock will share equally, on a share for share basis, in our assets remaining for distribution to the holders of our common stock.

    Our Preferred Stock

        Our certificate of incorporation authorizes our board of directors to establish one or more series of our preferred stock and to determine, with respect to any series of our preferred stock, the terms and rights of the series, including:

    the designation of the series;

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    the number of authorized shares of the series, which number our board may subsequently increase or decrease but not below the number of such shares of such series preferred stock then outstanding;

    the dividend rate or amounts, if any, payable on the shares and, in the case of cumulative dividends, the date or dates from which dividends on all shares of the series will be cumulative and the relative preferences or rights of priority or participation with respect to such dividends;

    the rights of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative preferences or rights of priority of payment;

    the rights, if any, of holders of the series to convert into or exchange for other classes or series of stock or indebtedness and the terms and conditions of any such conversion or exchange, including provision for adjustments within the discretion of our board;

    the voting rights, if any, of the holders of the series;

    the terms and conditions, if any, for us to purchase or redeem the shares of the series; and

    any other relative rights, preferences and limitations of the series.

        We believe that the ability of our board of directors to issue one or more series of our preferred stock will provide us with flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise. The authorized shares of our preferred stock, as well as shares of our common stock, will be available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automatic quotation system on which our securities may be listed or traded.

        Although we have no intention at the present time of doing so, our company could issue a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. Our board will make any determination to issue such shares based upon its judgment as to the best interests of our stockholders. Our board, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt through which an acquirer may be able to change the composition of our board of directors, including a tender offer or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-current market price of the stock.


Dividend Policy

        We presently intend to retain future earnings, if any, to finance the expansion of our business. Therefore, we do not expect to pay any cash dividends in the foreseeable future. All decisions regarding the payment of dividends by our company will be made by our board of directors, from time to time, in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, plans for expansion and possible loan covenants which may restrict or prohibit our payment of dividends.


Other Provisions of our Certificate of Incorporation and Bylaws

    Board of Directors

        Our charter provides that, subject to any rights of the holders of any series of preferred stock to elect additional directors, the number of our directors will not be less than three and the exact number will be fixed from time to time by a resolution of our board. The members of our board, other than those who may be elected by holders of any preferred stock, will be divided into three classes. Each class consists, as nearly as possible, of a number of directors equal to one-third of the then authorized

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number of board members. The term of office of our Class I directors expires at the annual meeting of our stockholders in [2015]. The term of office of our Class II directors expires at the annual meeting of our stockholders in [2016]. The term of office of our Class III directors expires at the annual meeting of our stockholders in [2017]. At each annual meeting of our stockholders, the successors of that class of directors whose term expires at that meeting will be elected to hold office for a term expiring at the annual meeting of our stockholders held in the third year following the year of their election. The directors of each class will hold office until their respective successors are elected and qualified or until such director's earlier death, resignation or removal.

        Our charter provides that, subject to the rights of the holders of any series of our preferred stock, directors may be removed from office only for cause upon the affirmative vote of the holders of at least a majority of the aggregate voting power of our outstanding capital stock entitled to vote on such matter voting together as a single class.

        Our charter provides that, subject to the rights of the holders of any series of our preferred stock, vacancies on our board resulting from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase in the number of directors on our board, will be filled only by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by the sole remaining director. Any director so elected shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is assigned, and until that director's successor will have been elected and qualified or until such director's earlier death, resignation or removal. No decrease in the number of directors constituting our board will shorten the term of any incumbent director, except as may be provided in any certificate of designation with respect to a series of our preferred stock with respect to any additional director elected by the holders of that series of our preferred stock.

        These provisions would preclude a third party from removing incumbent directors and simultaneously gaining control of our board by filling the vacancies created by removal with its own nominees. Under the classified board provisions described above, it would take at least two elections of directors for any individual or group to gain control of our board. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of us.

    Limitation on Liability and Indemnification

        To the fullest extent permitted by Delaware law, our directors are not liable to our company or any of its stockholders for monetary damages for breaches of fiduciary duties as a director. In addition, our company indemnifies, to the fullest extent permitted by applicable law, any person involved in any suit or action by reason of the fact that such person is a director or officer of our company or, at our request, a director, officer, employee or agent of another corporation or entity, against all liability, loss and expenses incurred by such person. We will pay the expenses of a director or officer in defending any proceeding in advance of its final disposition, provided that such payment is made upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to indemnification. See "Indemnification of Directors and Officers."

    No Stockholder Action by Written Consent; Special Meetings

        Our charter provides that, except as provided in the terms of any series of preferred stock, any action required to be taken or which may be taken at any annual or special meeting of the stockholders may not be taken without a meeting and may not be effected by any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of any series of our preferred stock, special meetings of our stockholders for any purpose or purposes may be called only

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by our Secretary (i) upon the written request of the holders of not less than 662/3% of the total voting power of the then outstanding shares of our Series A common stock, Series B common stock and, if applicable, our preferred stock, entitled to vote thereon or (ii) at the request of at least 75% of the members of our board of directors then in office.

    Advance Notice Procedures

        Our bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders.

        All nominations by stockholders or other business to be properly brought before a meeting of stockholders will be made pursuant to timely notice in proper written form to our company's Secretary. To be timely, a stockholder's notice will be given to our company's Secretary at TripCo's offices as follows:

    (1)
    with respect to an annual meeting of our stockholders that is called for a date within 30 days before or after the anniversary date of the immediately preceding annual meeting of our stockholders, such notice must be given no earlier than the close of business on the 90th day and no later than the close of business on the 60th day prior to the meeting date;

    (2)
    with respect to an annual meeting of our stockholders that is called for a date not within 30 days before or after the anniversary date of the immediately preceding annual meeting of our stockholders, such notice must be given no later than the close of business on the 10th day following the day on which TripCo first provides notice of or publicly announces the date of the current annual meeting, whichever occurs first; and

    (3)
    with respect to an election to be held at a special meeting of our stockholders, such notice must be given no earlier than the close of business on the 90th day prior to such special meeting and no later than the close of business on the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the proposed nominees.

        The public announcement of an adjournment or postponement of a meeting of our stockholders does not commence a new time period (or extend any time period) for the giving of any such stockholder notice. However, if the number of directors to be elected to our board at any meeting is increased, and we do not make a public announcement naming all of the nominees for director or specifying the size of the increased board at least 100 days prior to the anniversary date of the immediately preceding annual meeting, a stockholder's notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to our company's Secretary at our offices not later than the close of business on the 10th day following the day on which we first made the relevant public announcement. For purposes of the first annual meeting of stockholders to be held in [2015], the first anniversary date will be deemed to be [    •    ].

    Amendments

        Our charter provides that, subject to the rights of the holders of any series of our preferred stock, the affirmative vote of the holders of at least 662/3% of the aggregate voting power of our outstanding capital stock entitled to vote on such matter, voting together as a single class, is required to adopt, amend or repeal any provision of our charter or to add or insert any provision in our charter, provided that the foregoing enhanced voting requirement will not apply to any adoption, amendment, repeal, addition or insertion (1) as to which Delaware law does not require the consent of our stockholders or (2) which has been approved by at least 75% of the members of our board then in office. Our charter further provides that the affirmative vote of the holders of at least 662/3% of the aggregate voting power

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of our outstanding capital stock entitled to vote on such matter, voting together as a single class, is required to adopt, amend or repeal any provision of our bylaws, provided that the board of directors may adopt, amend or repeal the bylaws by the affirmative vote of not less than 75% of the members of our board then in office.

    Supermajority Voting Provisions

        In addition to the supermajority voting provisions discussed under "—Amendments" above, our charter provides that, subject to the rights of the holders of any series of our preferred stock, the affirmative vote of the holders of at least 662/3% of the aggregate voting power of our outstanding capital stock entitled to vote on such matter, voting together as a single class, is required for:

    the merger or consolidation of our company with or into any other corporation, provided, that the foregoing voting provision will not apply to any such merger or consolidation (1) as to which the laws of the State of Delaware, as then in effect, do not require the consent of our stockholders, or (2) that at least 75% of the members of our board of directors then in office have approved;

    the sale, lease or exchange of all, or substantially all, of our assets, provided, that the foregoing voting provisions will not apply to any such sale, lease or exchange that at least 75% of the members of our board of directors then in office have approved; or

    our dissolution, provided, that the foregoing voting provision will not apply to such dissolution if at least 75% of the members of our board of directors then in office have approved such dissolution.


Section 203 of the Delaware General Corporation Law

        Section 203 of the Delaware General Corporation Law (DGCL) prohibits certain transactions between a Delaware corporation and an "interested stockholder." An "interested stockholder" for this purpose generally is a stockholder who is directly or indirectly a beneficial owner of 15% or more of the outstanding voting power of a Delaware corporation. This provision prohibits certain business combinations between an interested stockholder including certain related persons and a corporation for a period of three years after the date on which the stockholder became an interested stockholder, unless: (1) prior to the time that a stockholder became an interested stockholder, either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the corporation's board of directors, (2) the interested stockholder acquired at least 85% of the voting power of the corporation in the transaction in which the stockholder became an interested stockholder, or (3) the business combination is approved by a majority of the board of directors and the affirmative vote of the holders of 662/3% of the outstanding voting power of the shares not owned by the interested stockholder at or subsequent to the time that the stockholder became an interested stockholder. TripCo is subject to Section 203.


Transfer Agent and Registrar

        Computershare Trust Company, N.A. will be the transfer agent and registrar for our common stock:

Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02121

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LEGAL MATTERS

        Legal matters relating to the validity of the securities to be issued in the Spin-Off will be passed upon by Baker Botts L.L.P. Legal matters relating to the material U.S. federal income tax consequences of the Spin-Off will be passed upon by Baker Botts L.L.P.

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EXPERTS

        The combined financial statements of Liberty TripAdvisor Holdings, Inc. as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, have been included herein and in the Registration Statement on Form S-1 in reliance upon the reports of KPMG LLP, independent registered public accounting firm, and Ernst & Young LLP, independent registered public accounting firm, appearing elsewhere herein, and upon authority of such firms as experts in accounting and auditing.

        The consolidated financial statements of TripAdvisor, Inc. at December 31, 2013 and 2012, and for each of the three years in the period ended December 31, 2013, appearing in this Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The audit committee of Liberty's board of directors has selected KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2014.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act with respect to the shares of our common stock being distributed in the Spin-Off as contemplated by this prospectus. This prospectus is a part of, and does not contain all of the information set forth in, the Registration Statement and the exhibits and schedules to the Registration Statement. For further information with respect to our company and our common stock, please refer to the Registration Statement, including its exhibits and schedules. Statements made in this prospectus relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the Registration Statement for copies of the actual contract or document.

        Upon the effectiveness of the Registration Statement on Form S-1, of which this prospectus forms a part, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC. You may read and copy any document that TripCo files with the SEC, including the Registration Statement on Form S-1, including its exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. You may also inspect such filings on the Internet website maintained by the SEC at www.sec.gov. Information contained on any website referenced in this prospectus is not incorporated by reference in this prospectus.

        You may request a copy of any of our filings with the SEC at no cost, by writing or telephoning the office of:

      Investor Relations
      Liberty TripAdvisor Holdings, Inc.
      12300 Liberty Blvd.
      Englewood, Colorado 80112
      Telephone: (720) 875-[    •    ]

        We intend to furnish holders of our common stock with annual reports containing consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent public accounting firm.

        For additional information regarding Liberty and its subsidiaries, you may read and copy Liberty's periodic reports, proxy statements and other information publicly filed by Liberty at the SEC's Public Reference Room or on the SEC's website, and you may contact Liberty at the contact information set forth therein.

        You may request a copy of any of Liberty's filings with the SEC at no cost, by writing or telephoning the office of:

      Investor Relations
      Liberty Interactive Corporation
      12300 Liberty Blvd.
      Englewood, Colorado 80112
      Telephone: (720) 875-5408

        Before the Spin-Off, if you have questions relating to the Spin-Off, you should contact the office of Investor Relations of Liberty at the address and telephone number above.

        Pursuant to a services agreement to be entered into between our company and Liberty Media, Liberty Media will provide TripCo with investor relations assistance for a period following the Spin-Off.

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Accordingly, if you have questions relating to TripCo following the Spin-Off, you should contact the office of Investor Relations of Liberty Media at the following address and telephone number:

      Investor Relations
      Liberty Media Corporation
      12300 Liberty Blvd.
      Englewood, Colorado 80112
      Telephone: (877) 772-1518

        You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this prospectus.

        This prospectus includes information concerning TripAdvisor, which is a public company and files reports and other information with the SEC in accordance with the requirements of the Securities Act and the Exchange Act. Information included in this prospectus concerning TripAdvisor has been derived from the reports and other information filed by it with the SEC. Those reports and such other information filed by TripAdvisor with the SEC are not incorporated by reference in this prospectus. You may read and copy any reports and other information filed by these companies as set forth above.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Liberty Interactive Corporation:

        We have audited the accompanying combined balance sheets of Liberty TripAdvisor Holdings, Inc. (the Company) (as defined in note 1) as of December 31, 2013 and 2012, and the related combined statements of operations, comprehensive earnings (loss), cash flows, and equity for each of years in the three-year period ended December 31, 2013. These combined financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined financial statements based on our audits. We did not audit the financial statements of TripAdvisor, Inc., an equity method investment for the period from December 20, 2011 to December 10, 2012 and a combined company for the period from December 11, 2012 to December 31, 2013, which statements reflect total assets constituting 21 percent and 18 percent and total revenues constituting 91 percent and 22 percent in 2013 and 2012, respectively, of the related combined totals. The Company's equity in earnings of TripAdvisor, Inc. included $41,146,000 in 2012 and $619,000 in 2011 that we did not audit. The financial statements of TripAdvisor, Inc. were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for TripAdvisor, Inc., is based solely on the report of the other auditors.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.

        In our opinion, based on our audits and the report of the other auditors, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of Liberty TripAdvisor Holdings, Inc. as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

    /s/ KPMG LLP

Denver, Colorado
May 5, 2014

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Combined Balance Sheets

December 31, 2013 and 2012

 
  2013   2012  
 
  (amounts in
millions)

 

Assets

             

Current assets:

             

Cash and cash equivalents

  $ 354     369  

Trade and other receivables, net of allowance for doubtful accounts of $4 million and zero, respectively

    122     109  

Inventory, net

    12     27  

Short term marketable securities

    131     119  

Deferred income tax assets (note 8)

    6     8  

Other current assets

    18     14  
           

Total current assets

    643     646  
           

Investments in available-for-sale securities

    188     99  

Property and equipment, at cost

    55     27  

Accumulated depreciation

    (16 )   (6 )
           

    39     21  
           

Intangible assets not subject to amortization (note 6):

             

Goodwill

    3,460     3,429  

Trademarks

    1,832     1,838  
           

    5,292     5,267  
           

Intangible assets subject to amortization, net (note 6)

    908     1,158  

Other assets, at cost, net of accumulated amortization

    19     14  
           

Total assets

  $ 7,089     7,205  
           
           

Liabilities and Equity

             

Current liabilities:

             

Accounts payable

  $ 42     28  

Accrued liabilities

    94     70  

Related party notes payable

    30     7  

Current portion of debt (note 7)

    69     72  

Deferred revenue

    47     32  

Other current liabilities

    29     1  
           

Total current liabilities

    311     210  
           

Long-term debt (note 7)

    300     343  

Deferred income tax liabilities (note 8)

    853     972  

Other liabilities

    44     61  
           

Total liabilities

    1,508     1,586  
           

Equity:

             

Parent's investment

    226     289  

Accumulated other comprehensive earnings, net of taxes

        1  

Retained earnings (accumulated deficit)

    982     989  
           

Total parent's investment

    1,208     1,279  

Noncontrolling interests in equity of combined companies

    4,373     4,340  
           

Total equity

    5,581     5,619  
           

Commitments and contingencies (note 12)

             

Total liabilities and equity

  $ 7,089     7,205  
           
           

   

See accompanying notes to combined financial statements.

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Combined Statements of Operations

Years Ended December 31, 2013, 2012 and 2011

 
  2013   2012   2011  
 
  (amounts in millions,
except per share amounts)

 

Service and other revenue

  $ 945     36      

Net retail sales

    89     129     155  
               

Total net sales

    1,034     165     155  
               

Operating costs and expenses:

                   

Cost of goods sold (exclusive of depreciation shown separately below)

    87     89     96  

Operating expense, including stock-based compensation (note 2)

    150     21     14  

Selling, general and administrative, including stock-based compensation (note 2)

    496     54     42  

Depreciation and amortization

    315     16     3  

Impairment of intangible assets

    3     39      
               

    1,051     219     155  
               

Operating income (loss)

    (17 )   (54 )    

Other income (expense):

                   

Interest expense, including related party

    (12 )   (1 )    

Share of earnings (losses) of affiliates, net (note 4)

        38     1  

Gains (losses) on transactions, net (note 4)

    (1 )   1,088      

Other, net

    2     33      
               

    (11 )   1,158     1  
               

Earnings (loss) before income taxes

    (28 )   1,104     1  

Income tax (expense) benefit (note 8)

    55     (124 )   11  
               

Net earnings (loss)

    27     980     12  

Less earnings (loss) attributable to noncontrolling interests

    34     (3 )    
               

Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders

  $ (7 )   983     12  
               
               

Unaudited Pro Forma basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 2)

  $ (0.10 )   13.35     0.16  

   

See accompanying notes to combined financial statements.

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Combined Statements of Comprehensive Earnings (Loss)

Years ended December 31, 2013, 2012 and 2011

 
  2013   2012   2011  
 
  (amounts in millions)
 

Net earnings (loss)

  $ 27     980     12  
               

Other comprehensive earnings (loss), net of taxes:

                   

Foreign currency transaction adjustments

    (4 )   3      
               

Other comprehensive earnings (loss)

    (4 )   3      
               

Comprehensive earnings (loss)

    23     983     12  

Less comprehensive earnings (loss) attributable to the noncontrolling interests

    31     (1 )    
               

Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders

  $ (8 )   984     12  
               
               

   

See accompanying notes to combined financial statements.

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Combined Statements of Cash Flows

Years ended December 31, 2013, 2012 and 2011

 
  2013   2012   2011  
 
  (amounts in millions)
(see note 3)

 

Cash flows from operating activities:

                   

Net earnings (loss)

  $ 27     980     12  

Adjustments to reconcile net earnings to net cash provided by operating activities

                   

Depreciation and amortization

    315     16     3  

Stock-based compensation

    60