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TABLE OF CONTENTS 2
FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on August 11, 2014

REGISTRATION NO. 333-195705


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



Amendment No. 4
to
FORM S-1/A
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)
  7374
(Primary Standard Industrial
Classification code number)
  46-3337365
(I.R.S. Employer
Identification No.)

12300 Liberty Boulevard, Englewood, Colorado 80112, (720) 875-5200
(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) 875-5200
(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

        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.

   


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PROSPECTUS

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

Series A Common Stock

Series B Common Stock

        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).

        Liberty currently has two tracking stocks, the Liberty Interactive common stock and the Liberty Ventures common stock, which are intended to track and reflect the economic performance of the Interactive Group and the Ventures Group, respectively, as described in more detail in this prospectus. See "The Spin-Off—Background for 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 August 27, 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 August 21, 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). For information regarding the security ownership of certain beneficial owners and management, including John C. Malone, who will serve as our Chairman of the Board and who is expected to beneficially own shares of our common stock representing approximately 28% of TripCo's voting power, following the Spin-Off, see "Security Ownership of Certain Beneficial Owners and Management." 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 15.

        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 August 11, 2014.


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TABLE OF CONTENTS

SUMMARY

    1  

Our Company

    1  

The Spin-Off

    8  

RISK FACTORS

   
15
 

Factors Relating to Our Corporate History and Structure

    15  

Factors Relating to Our Businesses

    17  

Factors Relating to the Spin-Off

    34  

Factors Relating to our Common Stock and the Securities Market

    39  

CAUTIONARY STATEMENTS CONCERNING FORWARD LOOKING STATEMENTS

   
42
 

THE SPIN-OFF

   
44
 

Background for the Spin-Off

    44  

Reasons for the Spin-Off

    45  

Interests of Certain Persons

    46  

Conditions to the Spin-Off

    47  

Manner of Effecting the Spin-Off

    47  

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

    48  

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

    49  

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

    52  

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

    52  

Accounting Treatment

    53  

No Appraisal Rights

    53  

Results of the Spin-Off

    53  

Listing and Trading of our Common Stock

    53  

Stock Transfer Agent and Registrar

    53  

Trading Prior to the Record Date

    53  

Reasons for Furnishing this Prospectus

    54  

CAPITALIZATION

   
55
 

SELECTED FINANCIAL DATA

   
56
 

PRO FORMA FINANCIAL INFORMATION

   
58
 

Condensed Pro Forma Combined Balance Sheet, March 31, 2014

    59  

Condensed Pro Forma Combined Statement of Operations, Three months ended March 31, 2014

    60  

Condensed Pro Forma Combined Statement of Operations, Year ended December 31, 2013

    61  

Notes to Condensed Pro Forma Combined Financial Statements

    62  

DESCRIPTION OF OUR BUSINESS

   
63
 

Overview

    63  

TripAdvisor, Inc. 

    63  

BuySeasons

    67  

Geographic Areas

    67  

Regulatory Matters

    67  

Competition

    69  

Properties

    70  

Employees

    70  

Legal Proceedings

    70  

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

    71  

DESCRIPTION OF CERTAIN INDEBTEDNESS

   
93
 

Margin Loans

    93  

Liberty Line of Credit

    94  

MANAGEMENT

   
96
 

Directors

    96  

Executive Officers

    100  

Directors and Executive Officers

    101  

Director Independence

    101  

Board Composition

    101  

Committees of the Board

    102  

Compensation Committee Interlocks and Insider Participation

    102  

EXECUTIVE COMPENSATION

   
103
 

Executive Officers of TripCo

    103  

Directors

    103  

Equity Incentive Plans

    104  

Equity Compensation Plan Information

    104  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
106
 

Security Ownership of Certain Beneficial Owners

    106  

Security Ownership of Management

    107  

Change of Control

    110  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

   
111
 

Relationships Between TripCo and TripAdvisor

    111  

Relationships Between TripCo and Liberty and/or Liberty Media

    112  

Services Agreement between BuySeasons and Evite

    117  

DESCRIPTION OF OUR CAPITAL STOCK

   
118
 

Authorized Capital Stock

    118  

Our Common Stock

    118  

Dividend Policy

    120  

Other Provisions of our Certificate of Incorporation and Bylaws

    120  

Section 203 of the Delaware General Corporation Law

    123  

Transfer Agent and Registrar

    124  

LEGAL MATTERS

   
125
 

EXPERTS

   
126
 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   
127
 

WHERE YOU CAN FIND MORE INFORMATION

   
128
 

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

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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) 875-5200.


Liberty's Current Corporate Structure

        The Liberty Interactive common stock and Liberty Ventures common stock are intended to track and reflect the economic performance of the Interactive Group and the Ventures Group, respectively. Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. While the Interactive Group and the Ventures Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore no group can own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation. The Interactive Group is primarily focused on Liberty's video and e-commerce operating businesses and has attributed to it Liberty's operating subsidiaries QVC, Inc., Provide Commerce, Inc., Backcountry.com, Inc., Bodybuilding.com, Inc., Celebrate and CommerceHub, as well as Liberty's interest in HSN, Inc., along with cash and certain liabilities that reside with QVC and the other attributed entities as well as outstanding senior notes and one series of exchangeable debentures of Liberty Interactive LLC (Liberty LLC) and certain deferred tax liabilities. The Ventures Group is comprised primarily of Liberty's investments in TripAdvisor, Expedia, Inc., Interval Leisure Group, Inc., Tree.com, Inc., Time Warner Inc., Time Warner Cable Inc. and AOL, Inc., along with cash and certain liabilities related to Liberty LLC's other exchangeable debentures and certain deferred tax liabilities.

        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.

 

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        If the Proposed Reclassification occurs following the Spin-Off, the diagrams below depict the basic organizational structure of TripCo and Liberty before the internal restructuring and the Spin-Off and TripCo and Liberty after the Spin-Off:


Prior to the Reattribution of BuySeasons, Inc. and Prior to the Spin-Off

GRAPHIC

 

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Following the Reattribution of BuySeasons, Inc. and Prior to the Spin-Off

GRAPHIC

 

4


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Following the Spin-Off

GRAPHIC

 

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        If the Proposed Reclassification occurs prior to the Spin-Off, the diagrams below depict the basic organizational structure of TripCo and Liberty before the internal restructuring and the Spin-Off and TripCo and Liberty after the Spin-Off:


Following the Proposed Reclassification, but
Prior to the Reattribution of BuySeasons, Inc. and Prior to the Spin-Off

GRAPHIC

 

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Following the Proposed Reclassification,
Following the Reattribution of BuySeasons, Inc. and Prior to the Spin-Off

GRAPHIC

 

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Following the Proposed Reclassification and the Spin-Off

GRAPHIC


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

 

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    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;

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;

the entry into certain margin loan arrangements by our company and one or more of our subsidiaries in a principal amount of $400 million; 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, fifth and sixth 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 70,800,000 shares of our Series A common stock and 2,885,000 shares of our Series B common stock will be distributed in the Spin-Off, based on the number of shares of

 

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    LVNTA and LVNTB outstanding on July 31, 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 August 27, 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:
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 which will be guaranteed solely 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 such distribution, 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. Liberty's board of directors will determine, in its sole discretion, the number and series of any shares of Liberty's common stock which it will repurchase under its share repurchase program, which may include shares of Liberty Interactive common stock or Liberty Ventures common stock. See "Description of Certain Indebtedness."

Costs associated with the proposed transactions will be paid by Liberty and are expected to be approximately $5 million. Please see "The Spin-Off—Amount and Source of Funds and Financing of the Transaction; Expenses."

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. Such agreements will include (i) a reorganization agreement with Liberty 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 us and Liberty with respect to and resulting from the Spin-Off; (ii) a tax sharing agreement with Liberty that governs Liberty's and our 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; (iii) a services agreement with Liberty Media, pursuant to which, for three years following the Spin-Off, Liberty Media will provide us 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 we may from time to time request or

 

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    require; (iv) a facilities sharing agreement with a wholly-owned subsidiary of Liberty Media, pursuant to which, for three years following the Spin-Off, we will share office facilities with Liberty and Liberty Media; and (v) aircraft time sharing agreements with Liberty Media or one of its wholly-owned subsidiaries, pursuant to which Liberty Media or its subsidiary will lease the aircraft to TripCo and provide a fully qualified flight crew for all operations on a periodic, non-exclusive time sharing basis.

    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 (the Liberty Line of Credit). 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. For a description of these tracking stocks, see "The Spin-Off—Background for the Spin-Off." 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.

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.

However, if you own shares of Liberty Ventures 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

 

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    with respect to the shares of Liberty Ventures common stock you sell. 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 only if you hold them on both the record date and the distribution date. See "The Spin-Off—Trading Prior to the Record Date."

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. The Liberty board did not consider alternatives to the Spin-Off due to the nature of the particular assets and businesses to be held by TripCo following the Spin-Off, in particular the ownership interest in TripAdvisor. 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.

 

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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.

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 41 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, including to make debt service payments under TripSPV's Margin Loans and any other credit facilities that we may obtain in the future, 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 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 $109 million, $44 million, $350 million, $239 million and $218 million of cash from its operations during the three months ended March 31, 2014 and 2013 and 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.

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We do not have access to the cash that TripAdvisor generates unless TripAdvisor 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.

        In connection with the Spin-Off, we will have outstanding borrowings of $400 million under two margin loan agreements (the Margin Loan Agreements) entered into by TripSPV, the payment of which borrowings are guaranteed solely by our company and secured by our ownership interest in TripAdvisor. All of our equity interests in TripAdvisor will be held through TripSPV. Because our primary asset consists of our equity interests in TripAdvisor and the Margin Loan Agreements prohibit, with limited exceptions, the incurrence of additional indebtedness by TripSPV, our company will be very limited in its ability to incur additional financing (other than the Liberty Line of Credit which will only be available to us under limited circumstances), and our cash reserves and limited operating cash flow may be insufficient to satisfy our financial obligations. In addition, the Margin Loan Agreements provide 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 will be due and payable with respect to each such circumstance, together with accrued and unpaid interest and, during approximately the first 2 years of the term of the Margin Loans, a prepayment premium. 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 Agreements, which would materially adversely affect our asset composition and financial condition as well as our access to capital on a going forward basis.

        TripAdvisor is party to a credit agreement which provides for up to $600 million of borrowing, of which $330 million was outstanding as of March 31, 2014. This credit agreement may limit TripAdvisor's ability to secure significant additional financing in the future on favorable terms, and its cash reserves and operating cash flow may be insufficient to satisfy its financial obligations under indebtedness outstanding from time to time. The ability of TripAdvisor to secure additional financing and satisfy its financial obligations will depend upon its future operating performance.

        In addition, the availability of capital for our company and TripAdvisor will be subject to prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, all of which are beyond the control of our company and TripAdvisor. In light of periodic uncertainty in the capital and credit markets, there can be no assurance that sufficient financing will be available on desirable terms, if at all, to fund investments, acquisitions, stock repurchases, dividends, debt refinancing or extraordinary actions or that counterparties in any such financings would honor their contractual commitments. If financing is not available when needed or is not available on favorable terms, TripAdvisor may be unable to develop new or enhanced existing services, and both our company and TripAdvisor may be unable to complete acquisitions, repurchase equity or otherwise take advantage of business opportunities, any of which could have a material adverse effect on the business, financial condition and results of operations of our company and TripAdvisor.

        Further, if TripAdvisor raises additional funds through the issuance of equity securities, including as a result of the lack of availability of debt financing, our company may experience significant dilution.

        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.

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

        As discussed above, in connection with the Spin-Off, we will enter into the Margin Loan Agreements as the guarantor with TripSPV as the borrower, pursuant to which TripSPV will borrow $400 million. In addition, TripAdvisor is party to its own credit agreement which provides for up to $600 million of borrowing, of which $330 million was outstanding as of March 31, 2014. As a result of this significant indebtedness, each company may:

    Experience increased vulnerability to general adverse economic and industry conditions;

    Be required to dedicate a substantial portion of its available cash to make 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 (and we further note that, in the case of our company, we have a limited amount of cash and do not have access to the cash of TripAdvisor as a result of the significant non-controlling interest in TripAdvisor);

    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 TripAdvisor's 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. In addition, TripSPV is prohibited from incurring additional indebtedness under the Margin Loan Agreements, and we expect our company to have limited capacity to incur indebtedness outside of TripSPV (other than with respect to the Liberty Line of Credit, which is only available under limited circumstances).

        Although TripAdvisor has substantial cash flow from operations with which it may service its debt obligations, we have limited sources of cash and liquidity. Our initial cash balance is expected to enable us to fund our parent level operating expenses and debt service obligations for the next five years; however, we cannot assure you that we will not experience unexpected expenses or that we will have sufficient liquidity to fund our operations and service our direct debt obligations during those five years or thereafter. For additional information about 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. Also, please see "Description of Certain Indebtedness—Margin Loans" for a description of the Margin Loan Agreements and our payment obligations thereunder. A description of TripAdvisor's debt service obligations can be found in footnote 8 (Debt) to the Notes to Consolidated and Combined Financial Statements of TripAdvisor, Inc. for the period ended December 31, 2013 included herein under "Financials Statements."

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         The agreements that govern TripAdvisor's credit facility contain various covenants that limit its discretion in the operation of its businesses and require it to meet financial maintenance tests. The failure to comply with such tests and covenants could have a material adverse effect on TripAdvisor. In addition, the Margin Loan Agreements contain various covenants that will restrict the activities of TripSPV.

        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 $330 million as of March 31, 2014. 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.

        As discussed above, in connection with the Spin-Off, we will enter into the Margin Loan Agreements as the guarantor with TripSPV as the borrower, pursuant to which we will borrow $400 million. The Margin Loan Agreements will contain various covenants, including those that limit our ability to, among other things:

    Incur indebtedness by TripSPV;

    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, as discussed above, the Margin Loan Agreements provide 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 approximately the first 2 years 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 Agreements, 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 Loan Agreements 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). For additional information regarding the potential impact of the restrictions in these debt arrangements, see "Each of our company and TripAdvisor may have future capital needs and may not be able to obtain additional financing on acceptable terms."

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         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 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;

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    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.

         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.

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         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 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.

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         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 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.

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         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 "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.

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         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;

    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

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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 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

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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 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."

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         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.

        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

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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 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 directors and officers 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 and there are overlapping directors. Following the Spin-Off, John C. Malone will be the Chairman of the Board and a director of our company, Liberty and Liberty Media, and Gregory B. Maffei will be the Chief Executive Officer, President and a director of our company, Liberty and Liberty Media. None of these companies 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. For example, there may be the potential for a conflict of interest when our company,

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Liberty or Liberty Media pursues acquisitions and other corporate opportunities that may be suitable for each of them. 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. Our company has renounced its rights to certain business opportunities and our restated certificate of incorporation will provide that no director or officer of our company will breach their fiduciary duty and therefore be liable to our company or its stockholders by reason of the fact that any such individual directs a corporate opportunity to another person or entity (including Liberty and Liberty Interactive) instead of our company, or does not refer or communicate information regarding such corporate opportunity to our company, unless (x) such opportunity was expressly offered to such person solely in his or her capacity as a director or officer of our company or as a director or officer of any of our subsidiaries, and (y) such opportunity relates to a line of business in which our company or any of its subsidiaries is then directly engaged. In addition, 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 officer or director.

        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 pay Liberty Media a services fee. 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 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, the facilities sharing agreement and the aircraft time sharing agreements) 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.

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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.

        There can be no assurance 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 $2.9 billion as of July 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, 2015. The rules governing the standards that must be met for management to assess our internal control over financial reporting are 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.

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         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 beginning in 2015, 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 28% of the aggregate voting power of the outstanding shares of Liberty Ventures common stock as of July 31, 2014. Following the consummation of the Spin-Off, Mr. Malone is expected to beneficially own shares of our common stock representing approximately 28% 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 July 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.

         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.

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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. The Liberty Interactive common stock and Liberty Ventures common stock are intended to track and reflect the economic performance of the Interactive Group and the Ventures Group, respectively. Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. While the Interactive Group and the Ventures Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore no group can own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation. The Interactive Group is primarily focused on Liberty's video and e-commerce operating businesses and has attributed to it Liberty's operating subsidiaries QVC, Inc., Provide Commerce, Inc., Backcountry.com, Inc., Bodybuilding.com, Inc., Celebrate and CommerceHub, as well as Liberty's interest in HSN, Inc., along with cash and certain liabilities that reside with QVC and the other attributed entities as well as outstanding senior notes and one series of exchangeable debentures of Liberty LLC and certain deferred tax liabilities. The Ventures Group is comprised primarily of Liberty's investments in TripAdvisor, Expedia, Inc., Interval Leisure Group, Inc., Tree.com, Inc., Time Warner Inc., Time Warner Cable Inc. and AOL, Inc., along with cash and certain liabilities related to Liberty LLC's other exchangeable debentures and certain deferred tax liabilities. 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. Although historically BuySeasons has not been included in the asset composition of the Liberty Ventures Group, BuySeasons, as an operating company, has been included in the businesses and assets of TripCo in order to preserve the tax-free

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nature of the Spin-Off to Liberty and to holders of Liberty Ventures common stock under applicable tax regulations. Because no operating subsidiaries are currently attributed to the Ventures Group, Liberty's board selected one of the operating subsidiaries that are currently attributed to its Interactive Group to reattribute to the Ventures Group prior to the completion of the Spin-Off. BuySeasons was selected because it was no longer considered to be strategic to the continuing operations of Liberty and the 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 and, except as described above, Liberty currently does not anticipate any additional changes to the assets and liabilities attributed to the Ventures Group to be made in connection with the Spin-Off.


Reasons for the Spin-Off

        In determining to approve the Spin-Off, it was believed that the 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.

    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.

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        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 proceeds from the Margin Loans, 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 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. The Liberty board did not consider alternatives to the Spin-Off due to the nature of the particular assets and businesses to be held by TripCo following the Spin-Off, in particular the ownership interest in TripAdvisor.


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.

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        As of July 31, 2014, Liberty's executive officers and directors beneficially owned shares of Liberty Ventures common stock representing in the aggregate approximately 30.0% 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;

    (5)
    the entry into certain margin loan arrangements by our company and one or more subsidiaries in a principal amount of $400 million; and

    (6)
    any material regulatory or contractual consents or approvals that the Liberty board determines to obtain shall have been obtained.

        The second, third and fourth conditions set forth above are non-waivable. The Liberty board may, however, waive the first, fifth and sixth 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

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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 only if you hold them on both 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.

    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

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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 issued 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 issued 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 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

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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 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

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      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, 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

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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 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 $5 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 $1 million in legal fees and expenses;

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    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 70,800,000 shares of our Series A common stock and 2,885,000 shares of our Series B common stock, based upon the number of shares of LVNTA and LVNTB, respectively, outstanding as of July 31, 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 1,500 holders of record of our Series A common stock and 70 holders of record of our Series B common stock, based upon the number of holders of record of LVNTA and LVNTB, respectively, as of July 31, 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 "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

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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. However, because it is expected that the "ex-dividend" date for the Spin-Off will be the first trading date following the distribution date, if you are a holder of shares of LVNTA or LVNTB on the record date, you will be entitled to receive the shares of TripCo common stock issuable in respect of those shares only if you hold them on both the record date and the distribution date. If you are a holder of shares of LVNTA or LVNTB on the record date but sell them between the record date and the distribution date, you will not be entitled to receive the shares of TripCo common stock issuable in respect of those shares sold. 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 March 31, 2014 and (ii) TripCo's adjusted capitalization assuming the Spin-Off was effective on March 31, 2014. The table below should be read in conjunction with the accompanying historical combined financial statements of TripCo, including the notes thereto.

 
  Historical
3/31/2014
  As Adjusted
3/31/2014
 
 
  (amounts in millions)
 

Cash and cash equivalents(1)

  $ 322     372  

Related party note payable(2)

    36      

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

    330     330  

TripAdvisor Chinese credit facilities

    31     31  
           

Total long-term debt, including current portion

    361     761  

Equity

             

Additional paid-in capital(2)

    220     256  

Accumulated comprehensive income, net of taxes

    1     1  

Retained earnings(1)

    987     637  
           

Total stockholders' equity

    1,208     894  

Non-controlling interests in equity of combined company

    4,416     4,416  
           

Total capitalization

  $ 6,021     6,071  
           
           

(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.

 
  March 31,   December 31,  
 
  2014   2013   2013   2012(1)   2011   2010   2009  
 
  (amounts in millions)
 

Cash and cash equivalents

  $ 322     211     354     369     1     2     2  

Investments in available for sale securities and other cost investments

  $ 284     191     188     99              

Investment in affiliates(1)

  $                 183          

Intangible assets not subject to amortization

  $ 5,294     5,256     5,292     5,267     46     46     46  

Intangible assets subject to amortization, net

  $ 856     1,060     908     1,158     2     1     1  

Total assets

  $ 7,181     7,148     7,089     7,205     350     90     79  

Long-term debt

  $ 290     331     300     343     1         1  

Deferred income tax liabilities, noncurrent

  $ 836     940     853     972         3     4  

Parent's investment

  $ 1,208     1,264     1,208     1,279     329     66     51  

Noncontrolling interest

  $ 4,416     4,350     4,373     4,340              

 

 
  Three months
ended
March 31,
  Years ended December 31,  
 
  2014   2013   2013(1)   2012(1)   2011   2010   2009  
 
  (amounts in millions, except per share amounts)
 

Revenue

  $ 294     247     1,034     165     155     157     137  

Operating income (loss)

  $ 29     8     (17 )   (54 )       12     2  

Interest expense, including related party

  $ 2     3     (12 )   (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)

  $ 5     (11 )   (7 )   983     12     12     (1 )

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

  $ 0.07     (0.15 )   (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 $18 million and $15 million, respectively, of income for the three months ended March 31, 2014 and 2013, respectively. 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.

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(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. Accordingly, 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 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 Liberty Ventures common stock outstanding. Unaudited pro forma earnings (loss) per common share for the years ended December 31, 2013, 2012, 2011, 2010 and 2009 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 our Series A and Series B common stock that would have been issued if the 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. As of March 31, 2014, there were 73,672,146 common shares of Series A and Series B Liberty Ventures common stock outstanding. Unaudited pro forma earnings (loss) per common share for the three months ended March 31, 2014 and 2013 is computed by dividing net earnings (loss) for the respective period by 73,646,586 common shares, which is inclusive of the retroactive treatment of the stock split that occurred on April 11, 2014.

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PRO FORMA FINANCIAL INFORMATION

        The following unaudited condensed pro forma combined balance sheet of TripCo as of March 31, 2014 has been prepared assuming the Spin-Off had been completed as of such date. The unaudited condensed pro forma combined statements of operations of TripCo for the three months ended March 31, 2014 and for the year ended December 31, 2013 assume that the Spin-Off had been completed as of January 1, 2013. The unaudited pro forma results do not purport to be indicative of the results that would have been obtained if the Spin-Off had been completed as of such dates.

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Liberty TripAdvisor Holddings, Inc.

Condensed Pro Forma Combined Balance Sheet

March 31, 2014

(unaudited)

 
  TripCo
historical
  Pro forma
adjustments
  TripCo
pro forma
 
 
  amounts in millions
 

Assets

                   

Current assets:

                   

Cash and cash equivalents

  $ 322     50 (1)   372  

Trade and other receivables

    152         152  

Short term marketable securities

    142         142  

Other current assets

    37         37  
               

Total current assets

    653     50     703  

Intangible assets not subject to amortization

    5,294         5,294  

Other assets

    1,234         1,234  
               

Total assets

  $ 7,181     50     7,231  
               
               

Liabilities and Equity

                   

Current liabilities:

                   

Note payable to parent

  $ 36     (36 )(2)    

Current portion of debt

    71         71  

Other current liabilities

    276         276  
               

Total current liabilities

    383     (36 )   347  
               

Long-term debt

    290     400 (1)   690  

Deferred income tax liabilities

    836         836  

Other liabilities

    48         48  
               

Total liabilities

    1,557     364     1,921  
               

Equity:

                   

Parent's investment

    220     36 (2)   256  

Accumulated other comprehensive earnings, net of taxes

    1         1  

Retained earnings

    987     (350 )(1)   637  
               

Total parent's investment

    1,208     (314 )   894  

Noncontrolling interest

    4,416         4,416  
               

Total equity

    5,624     (314 )   5,310  
               

Total liabilities and equity

  $ 7,181     50     7,231  
               
               

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Liberty TripAdvisor Holdings, Inc.

Condensed Pro Forma Combined Statement of Operations

Three Months Ended March 31, 2014

(unaudited)

 
  TripCo
historical(1)
  Pro forma
adjustments
  TripCo
pro forma
 
 
  amounts in millions,
except per share amounts

 

Total net sales

  $ 294         294  

Operating expenses

   
(61

)
 
   
(61

)

Selling, general and administrative expenses

    (134 )   (1 )(3)   (135 )

Depreciation and amortization

    (70 )       (70 )
               

Operating income (loss)

    29     (1 )   28  

Interest expense

    (2 )   (4 )(4)   (6 )
               

Earnings (loss) before income taxes

    27     (5 )   22  

Income tax benefit (expense)

    (4 )   2 (5)   (2 )
               

Net earnings (loss)

    23     (3 )   20  

Less earnings attributable to noncontrolling interests

    18         18  
               

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

  $ 5     (3 )   2  
               
               

Basic earnings per common share

  $ 0.07         $ 0.03  

Basic weighted average outstanding common shares (in millions)

   
73.7
         
73.7
 

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Liberty TripAdvisor Holdings, Inc.

Condensed Pro Forma Combined Statement of Operations

Year Ended December 31, 2013

(unaudited)

 
  TripCo
historical(1)
  Pro forma
adjustments
  TripCo
pro forma
 
 
  amounts in millions,
except per share amounts

 

Total net sales

  $ 1,034         1,034  

Operating expenses

   
(237

)
 
   
(237

)

Selling, general and administrative expenses

    (496 )   (4 )(3)   (500 )

Depreciation and amortization

    (315 )       (315 )

Impairment of intangible assets

    (3 )       (3 )
               

Operating income (loss)

    (17 )   (4 )   (21 )

Interest expense

    (12 )   (16 )(4)   (28 )

Other income, net

    1         1  
               

Earnings (loss) before income taxes

    (28 )   (20 )   (48 )

Income tax benefit (expense)

    55     7 (5)   62  
               

Net earnings (loss)

    27     (13 )   14  

Less earnings attributable to noncontrolling interests

    34         34  
               

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

  $ (7 )   (13 )   (20 )
               
               

Basic earnings (loss) per common share

  $ (0.10 )       $ (0.27 )

Basic weighted average outstanding common shares (in millions)

    73.6           73.6  

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Liberty TripAdvisor Holdings, Inc.

Notes to Condensed Pro Forma Combined Financial Statements

March 31, 2014

(unaudited)

(1)
Represents the net cash proceeds from borrowings under the Margin Loans ($400 million) and subsequent dividend payment to Liberty ($350 million).

(2)
Represents the contribution by Liberty of the BuySeasons note to capital.

(3)
Represents estimated payments to Liberty pursuant to the services agreement and facilities sharing agreement.

(4)
Represents interest expense incurred on the Margin Loans. Interest will accrue at 3 month LIBOR plus a spread (estimated to be 4% per annum for purposes of these proforma statements) and is payable at TripCo's option quarterly in arrears or can be added to the principal balance. TripCo currently anticipates that it will not pay the interest until the Margin Loans mature or are repaid in full. A 100% increase in 3 month LIBOR, from current levels, would result in additional interest expense of approximately $1 million annually.

(5)
Represents the income tax effects of the pro forma adjustments using a corporate tax rate of 35%.

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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 (as of December 31, 2013), 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 and, during the year ended December 31, 2013, these arrangements were renegotiated in light of TripAdvisor and Expedia having since become separate publicly-traded companies. 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.

Relationship between TripAdvisor and Expedia

        For purposes of governing certain of the ongoing relationships between TripAdvisor and Expedia at and following TripAdvisor's spin-off from Expedia in December 2011, and to provide for an orderly transition, TripAdvisor and Expedia entered into various agreements, including, among others, a separation agreement, a tax sharing agreement, an employee matters agreement and a transition services agreement, along with certain negotiated commercial agreements (as described above). TripAdvisor has since satisfied its obligations under the separation agreement, the employee matters agreement and the transition services agreement but continues to be subject to certain post-spin obligations under the tax sharing agreement and remains party to various commercial agreements (which have since been renegotiated following TripAdvisor's spin-off from Expedia), as mentioned above. Following the Spin-Off, we expect that TripAdvisor will continue to be party to the tax sharing agreement and the various commercial agreements, and we do not expect that the Spin-Off will have any effect on those agreements.

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

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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

        BuySeasons is currently a wholly owned subsidiary of Liberty. Liberty acquired BuySeasons in 2006, which in turn acquired Celebrate Express in 2008. 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 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

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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. 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

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the anti-discrimination and anti-blocking rules, but upheld the disclosure rule. On May 15, 2014, the FCC issued a Notice of Proposed Rulemaking (the Notice) regarding new open Internet rules in which the FCC proposes, among other things, to retain the definitions and scope of the 2010 rules, enhance the disclosure rule, and require broadband providers to comply with an enforceable legal standard of commercially reasonable practices. The Notice also seeks comment regarding whether certain practices, such as paid prioritization for content, application and service providers, should be prohibited. The FCC intends to adopt revised open Internet rules this year.

    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 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

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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.

        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. In addition, we have included challenges and strategies related to BuySeasons.

        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 (as of December 31, 2013) 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.

    Challenges and Strategies Related to BuySeasons

        BuySeasons is engaged in the online costume and party supply business. In recent years, BuySeasons has faced increased competition from both internet companies and brick-and-mortar stores resulting in declining revenue and lower margins due primarily to increased marketing spend and discounting of products to drive sales. In order to try and reverse these adverse trends, BuySeasons management intends to improve its product offerings by changing its inventory mix and to change its

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marketing strategy to focus on more efficient marketing channels. In addition, BuySeasons has implemented cost-cutting measures across the organization, including warehouse operations, customer service and corporate expenses, to improve margins.


Results of Operations—Combined—March 31, 2014 and 2013

        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 principal 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—Businesses" below.


Operating Results

 
  Three months
ended
March 31,
 
 
  2014   2013  
 
  (amounts in
millions)

 

Revenue

             

TripAdvisor

  $ 281     230  

Corporate and other

    13     17  
           

Combined TripCo

  $ 294     247  
           
           

Adjusted OIBDA

             

TripAdvisor

  $ 122     109  

Corporate and other

    (6 )   (7 )
           

Combined TripCo

  $ 116     102  
           
           

Operating Income (Loss)

             

TripAdvisor

  $ 36     15  

Corporate and other

    (7 )   (7 )
           

Combined TripCo

  $ 29     8  
           
           

        Revenue.    Our combined revenue increased approximately $47 million during the three months ended March 31, 2014 as compared to the corresponding period in the prior year. The increase was due to revenue growth at TripAdvisor offset slightly by a 21% decrease in revenue at BuySeasons for the three months ended March 31, 2014, as compared to the prior period. The decrease in revenue for BuySeasons in 2014, as compared to 2013, was due to a combination of (i) 5% fewer site visits and a 6% lower conversion rate which resulted in 10% fewer orders and (ii) a 10% decrease in average order value. As noted above under "Challenges and Strategies Related to BuySeasons," Buy Seasons is implementing procedures to try and improve revenue and margins. 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

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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 8 to the accompanying March 31, 2014 condensed combined financial statements for a reconciliation of Adjusted OIBDA to earnings (loss) before income taxes.

        Combined Adjusted OIBDA increased approximately $14 million during the three months ended March 31, 2014, as compared to the corresponding period in the prior year. The increase was due to the increased operating results of TripAdvisor and a slightly lower Adjusted OIBDA loss at BuySeasons and corporate and other. The slight improvement in Adjusted OIBDA for BuySeasons in 2014 was the net result of lower revenue, as discussed above, which was more than offset by a $6 million or 32% decrease in operating expenses and a $1 million or 25% decrease in SG&A expenses. Such decreases in expenses which included reduced marketing spend and certain operational efficiencies resulted from the cost containment initiatives previously discussed. See "Results of Operations—TripAdvisor" below for a more complete discussion of the results of operations of TripAdvisor.

        In connection with the Spin-Off, among other matters, we intend to enter into a services agreement and a facilities sharing agreement with Liberty Media. Pursuant to the services agreement, we will pay Liberty Media for certain specified services related to our being a public company including insurance administration and risk management services, legal, investor relations, tax, accounting and internal audit services. We expect that combined fees paid under the services agreement and the facilities agreement will not exceed $4 million annually. As the services provided under these agreements relate to our being a public company and have not been provided by Liberty Media in the past, no such fees are reflected in our historical financial statements.

        Operating Income (Loss).    Our combined operating income increased approximately $21 million for the three months ended March 31, 2014, as compared to the corresponding period in the prior year. The change in operating income from 2013 was primarily due to the increased operating results of TripAdvisor and lower amortization expense of intangibles related to the assets recognized in connection with the combination of TripAdvisor as the amortization is slightly accelerated due to the estimated usage of such assets. 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.

 
  Three months ended
March 31,
 
 
  2014   2013  
 
  (amounts in millions)
 

Interest expense (including related party)

             

TripAdvisor

  $ (2 )   (3 )

Corporate and other

         
           

Combined TripCo

  $ (2 )   (3 )
           
           

Other, net

             

TripAdvisor

  $      

Corporate and other

        (1 )
           

Combined TripCo

  $     (1 )
           
           

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        Interest expense.    Interest expense was flat as the total debt balance did not change significantly as compared to the prior period.

        Other, net.    The primary component of other, net is the income and interest earned on marketable securities and net foreign exchange gains and losses and was relatively flat as compared to the prior period. Yield on these investments was slightly lower period over period.

        Income taxes.    Income tax expense for the three months ended March 31, 2014 and 2013 was approximately $4 million and zero, respectively, and the effective tax rate was approximately 15% and zero, respectively. The effective rate for these periods was lower than the federal rate of 35% due primarily to foreign tax benefits.

        Net earnings.    We had net earnings of $23 million and $4 million for the three months ended March 31, 2014 and 2013, respectively. The change in net earnings was the result of the above described fluctuations in our revenue and expenses.


Liquidity and Capital Resources

        As of March 31, 2014 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 March 31, 2014 TripCo had a cash balance of $322 million. Approximately $319 million of the cash balance, at March 31, 2014, is held at TripAdvisor. Although TripCo has a 57% voting interest in TripAdvisor, TripAdvisor is a separate public company with a significant non-controlling interest, as TripCo has only a 22% economic interest in TripAdvisor. Even though TripCo controls TripAdvisor through its voting interest and board representation, decision making with respect to using TripAdvisor's cash balances must consider TripAdvisor's minority holders. Accordingly, any potential distributions of cash from TripAdvisor to TripCo would generally be on a pro rata basis based on economic ownership interests. Approximately $231 million of the TripAdvisor cash balance is held by foreign subsidiaries of TripAdvisor which is generally accessible but certain tax consequences may reduce the net amount of cash TripAdvisor is able to utilize for domestic purposes. 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 in Margin Loans (see "Description of Certain Indebtedness" for further discussion) and distribution to Liberty of $350 million.

 
  Three months
ended
March 31,
 
 
  2014   2013  
 
  (amounts in
millions)

 

Cash flow information

             

Net cash provided (used) by operating activities

  $ 104     31  

Net cash provided (used) by investing activities

  $ (129 )   (180 )

Net cash provided (used) by financing activities

  $ (7 )   (6 )

        During the three months ended March 31, 2014, TripCo's primary use of cash was approximately $107 million of net purchases of short-term and long-term marketable securities. This use of cash was funded primarily with cash from operations and cash on hand. Uses of cash in the prior period were primarily related to the investment in certain short-term and long-term marketable securities.

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        The projected use of TripCo's corporate cash will be to primarily fund any operational cash deficits at BuySeasons and to pay a fee (not expected to exceed $4 million annually) to Liberty Media for providing certain services pursuant to the services agreement and facilities sharing agreement. We anticipate TripCo's initial corporate cash balance (without other financial resources potentially available, including availability under the Margin Loans and potential dividends) to be sufficient to maintain operations for approximately five years. The debt service costs of the Margin Loans described above are paid in kind and become outstanding principal. At the maturity of the Margin Loans, a number of options are available to satisfy the loan assuming appreciation of TripAdvisor's share value. The TripAdvisor projected use of cash, incremental to increased operational investment in the business, will primarily be payment of long term debt obligations and other financial commitments, the continued repurchases of TripAdvisor common stock under their approved share buyback program and investment in new or existing businesses. Subsequent to March 31, 2014, TripAdvisor has made or is in the process of acquiring certain international and domestic businesses that operate in complimentary spaces to TripAdvisor which will allow TripAdvisor to further utilize their international and domestic website traffic to generate more travel leads. The international acquisitions allow TripAdvisor to reinvest foreign cash in an efficient manner.


Results of Operations—TripAdvisor

        TripAdvisor, Inc.    Our economic ownership interest in TripAdvisor is 22% and TripCo's results include the consolidated results of TripAdvisor and the elimination of approximately 78% of TripAdvisor's net income (loss), including purchase accounting adjustments, through the noncontrolling interest line item in the condensed combined statement of operations. 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 overall results of their business. TripAdvisor's revenue, Adjusted OIBDA and operating income on a standalone basis for the three months ended March 31, 2014 and 2013 were as follows (see tables below for a reconciliation of TripAdvisor's standalone results to those amounts reported by Liberty):

 
  Three months
ended
March 31,
 
 
  2014   2013  
 
  (amounts in
millions)

 

Revenue

             

Click-based advertising

  $ 207     179  

Display-based advertising

    32     25  

Subscription, transaction and other

    42     26  
           

Total revenue

    281     230  
           

Operating Expense

    40     26  

SG&A

    119     95  
           

Adjusted OIBDA

    122     109  

Stock-based compensation

    14     14  

Depreciation and amortization

    12     7  
           

Operating income (loss) as reported by TripAdvisor

  $ 96     88  
           
           

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    Revenue

        Revenue increased $51 million during the three months ended March 31, 2014 when compared to the same period in 2013, primarily due to an increase in click-based advertising revenue of $28 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 14% and an increase in revenue per hotel shopper of 1% for the three months ended March 31, 2014. Display-based advertising increased by $7 million during the three months ended March 31, 2014, primarily as a result of a 30% increase in the number of impressions sold due to increased sales productivity coupled with TripAdvisor's Delayed Ad Call product and worldwide growth particularly in emerging markets when compared to the same period in 2013, partially offset by a 1% decrease in pricing for the three months ended March 31, 2014. Subscription, transaction and other revenue increased by $16 million during the three months ended March 31, 2014, primarily due to growth in TripAdvisor's Business Listings and Vacation Rentals products.

    Adjusted OIBDA

    Operating expense

        The most significant driver of operating expense is technology and content costs which increased $9 million or 31% during the three months ended March 31, 2014 when compared to the same period in 2013, primarily due to increased personnel costs from increased headcount to support business growth, including international expansion, enhanced site features and additional personnel costs related to employees acquired through recent business acquisitions.

    Selling, general and administrative

        Direct sales and marketing costs increased $13 million or 25% during the three months ended March 31, 2014 when compared to the same period in 2013, primarily due to increased search engine marketing costs and other traffic acquisition costs, partially offset by a decrease in spending in social media and brand advertising costs. Personnel and overhead costs increased $9 million or 32% during the three months ended March 31, 2014 when compared to the same period in 2013, primarily due to an increase in headcount to support business growth, including international expansion and employees acquired through recent business acquisitions.

        General and administrative costs increased $3 million or 13% during the three months ended March 31, 2014, when compared to the same period in 2013, primarily due to increased personnel costs from increased headcount to support business growth.

    Operating Income (Loss)

        Operating income, on a standalone basis, was impacted by the above Adjusted OIBDA explanations in addition to an increase in the depreciation on property and equipment and amortization of intangible assets, from recent TripAdvisor acquisitions, during the three months ended March 31, 2014, as compared to the corresponding period in the prior year. The increase in operating income on a combined basis (as reconciled below) was the result of a decrease in amortization associated with purchase accounting adjustments due to the anticipated utilization of such intangibles acquired.

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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 standalone operations of TripAdvisor to the results reported by Liberty (amounts in millions):

 
  Three months ended March 31, 2014  
 
  As Reported by
TripAdvisor
  Purchase
Accounting
Adjustments
  As Reported by
TripCo
 

Revenue

  $ 281         281  

Operating Expense

    40         40  

SG&A

    119         119  
               

Adjusted OIBDA

    122         122  

Stock-based compensation

    14     3     17  

Depreciation and amortization

    12     57     69  
               

Operating income (loss)

  $ 96     (60 )   36  
               
               

 

 
  Three months ended March 31, 2013  
 
  As Reported by
TripAdvisor
  Purchase
Accounting
Adjustments
  As Reported by
TripCo
 

Revenue

  $ 230         230  

Operating Expense

    26         26  

SG&A

    95         95  
               

Adjusted OIBDA

    109         109  

Stock-based compensation

    14     3     17  

Depreciation and amortization

    7     70     77  
               

Operating income (loss)

  $ 88     (73 )   15  
               
               


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

        General.    We provide in the tables below information regarding our historical 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. In addition, we provide a comparison of our historical results of operations for 2013 to pro forma results of operations for 2012 as if our acquisition of TripAdvisor had occurred as of January 1, 2012. 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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    Historical Combined 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 )    
               

Combined TripCo

  $ (17 )   (54 )    
               
               

        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 and BuySeasons inventory mix had become less compelling for consumers. 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%. BuySeasons expects in future periods to focus on better inventory offerings and spend marketing dollars in more efficient channels. 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.

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        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 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. Also negatively impacting BuySeasons Adjusted OIBDA in 2013 and 2012 were operating expenses, which, while remaining flat in absolute dollar terms, increased as a percentage of revenue from 9% in 2011 to 11% in 2012 and to 15% in 2013. Conversely, SG&A expenses decreased 30% in 2013 and 20% in 2012 but remained at approximately 25% of revenue for each period presented.

        BuySeasons expects to continue to discount product prices in future periods to stay competitive with the overall market but anticipates some cost containment measures, related to the operation of a smaller business, which is expected to increase overall Adjusted OIBDA if these efforts are successful. We expect BuySeasons, based on growth projections and cost-containment initiatives, to be Adjusted OIBDA positive again within a few years. 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 (Loss).    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's results offset by amortization related to intangibles recorded upon obtaining control 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 TripAdvisor. See "Results of Operations—TripAdvisor" below for a more complete discussion of the results of operations of TripAdvisor.

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    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 )        
               

Combined TripCo

  $ (12 )   (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 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

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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.

    Pro Forma Combined Operating Results

 
  Years ended
December 31,
 
 
  2013   2012  
 
  (amounts in millions)  
 
  Historical
TripCo
  Pro Forma
TripCo(1)
 

Revenue

  $ 1,034     892  

Operating expense

    211     191  

SG&A

    462     357  
           

Adjusted OIBDA

    361     344  

Stock-based compensation

    60     41  

Depreciation and amortization

    315     303  

Impairment of intangible assets

    3     39  
           

Operating income (loss)

  $ (17 )   (39 )
           
           

(1)
Amounts include the pro forma effects of the acquisition of TripAdvisor by TripCo as if such acquisition had occurred as of January 1, 2012. The pro forma information includes the historical financial information of TripAdvisor and TripCo for the year ended December 31, 2012 and the impacts of purchase accounting, which are primarily amortization of intangibles and recognition of stock-based compensation.

        After giving effect to the acquisition of TripAdvisor, changes in our revenue and expenses are due primarily to changes in the operations of TripAdvisor. See "Results of Operations—TripAdvisor" below.

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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. Although TripCo has a 57% voting interest in TripAdvisor, TripAdvisor is a separate public company with a significant non-controlling interest, as TripCo has only a 22% economic interest in TripAdvisor. Even though TripCo controls TripAdvisor through its voting interest and board representation, decision making with respect to using TripAdvisor's cash balances must consider TripAdvisor's minority holders. Accordingly, any potential distributions of cash from TripAdvisor to TripCo would generally be on a pro rata basis based on economic ownership interests. 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 and to pay a fee (not expected to exceed $4 million annually) to Liberty Media for providing certain services pursuant to the services agreement and the faciltiies sharing agreement. We anticipate that TripCo's initial corporate cash balance (without other financial resources potentially available, including potential availability under the Margin Loans and potential dividends) to be sufficient to maintain operations for approximately five years. The debt service costs of the Margin Loans described above are paid in kind and become outstanding principal. At the maturity of the Margin Loans, a number of options are available to satisfy the loan assuming appreciation of TripAdvisor's share value. 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

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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 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. TripAdvisor's revenue, Adjusted OIBDA and operating income on a standalone basis for the years ended December 31, 2013, 2012 and 2011 were as follows (see tables below for a reconciliation of TripAdvisor's standalone results to those amounts reported by Liberty):

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

Revenue

                   

Click-based advertising

  $ 696     588     500  

Display-based advertising

    119     94     86  

Subscription, transaction and other

    130     81     51  
               

Total 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  
               
               

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 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%

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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.

        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.

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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

Margin Loans

        Prior to the consummation of the Spin-Off, we anticipate that a wholly-owned special purpose subsidiary of TripCo, TripSPV, will enter into the Margin Loan Agreements with each of the lenders. The summary provided in this section is based solely on the terms of the Margin Loan Agreements 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 principal 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 solely by TripCo and secured by first priority liens on all of the common stock of TripAdvisor owned by TripSPV, which constitutes all of the common stock and all of the class B common stock of TripAdvisor owned by TripCo. 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% to 3.65% 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 greater of the federal funds rate, plus 1/2 of 1% and the prime rate of such lender, plus a spread of 3.25% to 3.65%. 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 approximately 2 years 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 (including, with limited exceptions, the incurrence of additional indebtedness by TripSPV) and, in some cases, us, as guarantor. The Margin Loan Agreements will not include any financial covenants. The Margin Loan Agreement is expected to contain events of default that are

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customary for margin loans of this type, including upon the occurrence of the following events (and subject to customary cure periods and materiality thresholds):

    failure to pay principal, interest or other amounts due under the Margin Loan Agreements (including margin calls or other mandatory prepayments);

    failure to observe covenants or other agreements or inaccuracy of representations or warranties under the Margin Loan Agreements;

    failure to give notice to the administrative agent upon the occurrence of certain events;

    insolvency and related occurrences or events of insolvency with respect to TripSPV or TripCo;

    judgments entered against TripSPV or TripCo above certain thresholds;

    failure of enforceability or invalidity of the Margin Loan documents or the effectiveness of the liens created under the Margin Loan documents;

    approval by TripAdvisor of amendments to its organizational documents that would restrict the lenders' ability to foreclose on and sell the TripAdvisor shares pledged under the Margin Loan documents;

    default by TripCo under the guarantee agreement it will enter into with respect to TripSPV's obligations under the Margin Loan Agreements;

    default by TripCo or TripSPV under other agreements governing material indebtedness; and

    early termination of any permitted derivative transaction with respect to the shares of TripAdvisor pledged by TripSPV under the Margin Loan Agreements that arises out of a default by TripSPV.


Liberty Line of Credit

        Substantially concurrently with TripSPV's entering into the Margin Loan Agreements, TripCo and Liberty LLC will enter into a Master Promissory Note whereby TripCo may request and Liberty LLC agrees to fund and advance, from time to time, up to $200,000,000 in aggregate principal amount of loans to TripCo if there is a mandatory prepayment due under either or both of the Margin Loan Agreements that is as a result of either the market reference price of the common shares of TripAdvisor being less than certain agreed upon share prices or the loan to value ratio being equal to or exceeding 45%; provided that such funds so drawn by TripCo must be immediately contributed by TripCo to TripSPV and used by TripSPV to either satisfy any sums due under the Margin Loan Agreements as a result of such mandatory prepayment event, or deposited by TripSPV in a collateral account as collateral for the obligations of TripSPV under the Margin Loan Agreements. The maturity date of the Master Promissory Note is the earliest to occur of (i) the date the Margin Loans become due and payable in full, (ii) the date the unpaid principal amount of the loans made under both Margin Loan Agreements, and all other obligations thereunder are paid in full and both Margin Loan Agreements are terminated and (iii) the later of the maturity dates under the Margin Loan Agreements. TripCo's obligations under the Master Promissory Note will be secured by first priority liens on all of TripCo's equity interest in TripSPV. If TripCo defaults on its obligations under the Master Promissory Note, then Liberty LLC can declare all loans and paid in kind interest added to the principal amount of the loans, if any, outstanding under the Master Promissory Note, together with any accrued and unpaid interest, to be immediately due and payable, and if TripCo is unable to pay such amounts, Liberty LLC may foreclose on the pledged equity securing the loans made under Master Promissory Note and any other collateral that then secures TripCo's obligations under the Master Promissory Note and exercise any and all other rights it may have against TripCo at law or in equity.

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        Loans made under the Master Promissory Note will bear interest at a per annum rate equal to the applicable floating rate then being charged under the Margin Loan Agreements. Interest will be due and payable within 3 business days after the last day of each calendar quarter. To the extent accrued and unpaid interest otherwise due on such date is not paid in full, such deficiency shall, effective on such date, no longer be due and payable on such date, and instead increase the aggregate principal amount of the loans made under the Master Promissory Note (with interest on such additional loan amounts also accruing interest as described in the preceding sentence); provided that all accrued and unpaid interest shall be due and payable on the Maturity Date or any earlier acceleration of the Master Promissory Note. TripCo will pay to Liberty LLC a one time, non-refundable fee of 00.25% of the original principal amount of each loan made under the Master Promissory Note, which amount will be payable by TripCo upon TripCo's receipt of the proceeds of each such loan.

        TripCo may prepay the loans made under the Master Promissory Note at any time without penalty or premium. The Master Promissory Note will prohibit TripCo from merging into, selling, assigning, transferring, conveying or otherwise disposing of more than 50% of the common equity of TripSPV unless certain conditions are met and will not include any financial covenants. It will also contain events of default that are customary for 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
John C. Malone   Chairman of the Board and a director of TripCo.
Age: 73    
    Professional Background:    Mr. Malone has served as Chairman of the Board of Liberty, including its predecessors, since its inception in 1994 and served as Liberty's Chief Executive Officer from August 2005 to February 2006. Mr. Malone served as Chairman of the Board of Tele-Communications, Inc. (TCI) from November 1996 until March 1999, when it was acquired by AT&T Corp., and as Chief Executive Officer of TCI from January 1994 to March 1997.

 

 

Other Public Company Directorships:    Mr. Malone has served as Chairman of the Board of Liberty Media (including its predecessor) since August 2011 and as a director since December 2010. Mr. Malone has served as Chairman of the Board of Liberty Global plc (LGP) since June 2013, having previously served as Chairman of the Board of Liberty Global,  Inc. (LGI), LGP's predecessor, from June 2005 to June 2013, as a director of LGI's predecessor, Liberty Media International, Inc. (LMI), from March 2004 to June 2005 and as a director of UnitedGlobalCom, Inc., now a subsidiary of LGP, from January 2002 to June 2005. He has served as (i) a director of Discovery Communications, Inc. (Discovery) since September 2008 and served as a director of Discovery's predecessor Discovery Holding Company (DHC) from May 2005 to September 2008, and as Chairman of the Board from March 2005 to September 2008, (ii) a director of Expedia, Inc. since December 2012, having previously served as a director from August 2005 to November 2012 and (iii) a director of Charter Communications, Inc. (Charter) since May 2013. Previously, he served as (i) a director of Sirius XM Holdings, Inc. (Sirius XM) from April 2009 to May 2013, (ii) a director of Ascent Capital Group, Inc. from January 2010 to September 2012, (iii) a director of Live Nation Entertainment, Inc. (Live Nation) from January 2010 to February 2011, (iv) a director of DIRECTV and its predecessors from February 2008 to June 2010 and (v) a director of IAC/InterActive Corp from May 2006 to June 2010.

 

 

Board Membership Qualifications:    Mr. Malone, as President of TCI, co-founded Liberty's former parent company and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.

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Name
  Position and Experience

Gregory B. Maffei

 

Chief Executive Officer, President and a director of TripCo.
Age: 54    
    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 since April 2013 and as a director since March 2009. Mr. Maffei has also served as the Chairman of the Board of Live Nation 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 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.

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Name
  Position and Experience

Michael J. Malone

 

A director of TripCo.
Age: 70    
    Professional Background:    Mr. Malone is currently Chief Executive Officer and principal of Hunters Capital, LLC, a Northwest Real Estate Development and Management Company. He is the retired Chairman and Chief Executive Officer of DMX Music, Inc. (DMX) (formerly AEI Music, Inc.), a multinational music programming and distribution company that he founded in 1971 and which was sold to Liberty in May 2001, following which he served as Chairman of Maxide Acquisition, Inc., a subsidiary of Liberty and the holding company for DMX, from May 2001 to February 2005.

 

 

Other Public Company Directorships:    Mr. Malone has served as a director of Expeditors International of Washington, Inc. since August 1999 and HomeStreet, Inc., a regional bank, since February 2012. He previously served as a director of Take Two Interactive Software, Inc. from January 2006 through March 2007.

 

 

Board Membership Qualifications:    Mr. Malone is an experienced entrepreneur with over 20 years of senior leadership and management experience. Mr. Malone provides our board with insight into the structuring of investments and acquisitions and the management of technology companies.

Chris Mueller

 

A director of TripCo.
Age: 55    
    Professional Background:    Mr. Mueller has served as the Chief Financial Officer and Vice Chairman of 360networks Inc. since October 2005, and has held various senior management positions with 360networks Inc. since April 2000, including General Manager of Corporate Development, Senior Vice President—Finance, and Treasurer. Previously, Mr. Mueller served as a Managing Director of Corporate Finance at Ragen MacKenzie, a regional investment bank, and as the Chief Financial Officer and a director of Tuscany, Inc.

 

 

Other Public Company Directorships:    None.

 

 

Board Membership Qualifications:    Mr. Mueller has extensive experience in corporate finance and commercial and investment banking with approximately 30 years of experience, as well as in the structuring of strategic acquisitions. His background and expertise assist the board in evaluating strategic acquisition opportunities and developing financial strategies for TripCo.

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Name
  Position and Experience

Larry E. Romrell

 

A director of TripCo.
Age: 74    
    Professional Background:    Mr. Romrell has served as a director of Liberty since December 2011, having previously served as a director from March 1999 to September 2011. Mr. Romrell held numerous executive positions with TCI from 1991 to 1999. Previously, Mr. Romrell held various executive positions with Westmarc Communications, Inc.

 

 

Other Public Company Directorships:    Mr. Romrell has served as a director of Liberty Media (including its predecessor) since September 2011. He has served as a director of LGP since June 2013, having previously served as a director of LGI from June 2005 to June 2013 and as a director of LMI from May 2004 to June 2005.

 

 

Board Membership Qualifications:    Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our board and is an important resource with respect to the management and operations of large public companies.

Albert E. Rosenthaler

 

Senior Vice President and a director of TripCo.