Following the TripCo Spin-Off, Liberty and TripCo operate as separate, publicly
traded companies, and neither has any stock ownership, beneficial or otherwise,
in the other. In connection with the TripCo Spin-Off, TripCo entered into certain
agreements, including the reorganization agreement, the services agreement,
the facilities sharing agreement and the tax sharing agreement, with Liberty
and/or Liberty Media Corporation (“Liberty Media”) (or certain of
their subsidiaries) in order to govern certain of the ongoing relationships
between the companies after the TripCo Spin-Off and to provide for an orderly
transition.
The reorganization agreement provides for, among other things, the principal
corporate transactions (including the internal restructuring) required to effect
the TripCo Spin-Off, certain conditions to the TripCo Spin-Off and provisions
governing the relationship between TripCo and Liberty with respect to and resulting
from the TripCo Spin-Off.
Pursuant to the services agreement, Liberty Media provides TripCo with general
and administrative services including legal, tax, accounting, treasury and investor
relations support. TripCo reimburses Liberty Media for direct, out-of-pocket
expenses incurred by Liberty Media in providing these services and TripCo pays
a services fee to Liberty Media under the services agreement that is subject
to adjustment semi-annually, as necessary.
Under the facilities sharing agreement, TripCo shares office space with Liberty
Media and related amenities at Liberty Media’s corporate headquarters
in Englewood, Colorado.
The tax sharing agreement provides for the allocation and indemnification of
tax liabilities and benefits between Liberty and TripCo and other agreements
related to tax matters. Pursuant to the tax sharing agreement, TripCo has agreed
to indemnify Liberty, subject to certain limited exceptions, for losses and
taxes resulting from the TripCo Spin-Off to the extent such losses or taxes
result primarily from, individually or in the aggregate, the breach of certain
restrictive covenants made by TripCo (applicable to actions or failures to act
by TripCo and its subsidiaries following the completion of the TripCo Spin-Off).
TripAdvisor is an online travel company and its mission is to help people around
the world to plan, book and experience the perfect trip. TripAdvisor seeks to
achieve its mission by providing users and travel partners a global platform
about destinations, accommodations, activities and attractions, and restaurants
that includes rich user-generated content, price comparison tools and online
reservation and related services.
TripAdvisor, Inc., by and through its subsidiaries, owns and operates a portfolio
of leading online travel brands. Its flagship brand, TripAdvisor, is the world’s
largest travel site based on monthly unique visitors, with 455 million average
monthly unique visitors in its seasonal peak during the year ended December
31, 2017, according to TripAdvisor’s internal log files.
TripAdvisor-branded websites include tripadvisor.com in the United States and
localized versions of the TripAdvisor website in 48 markets and 28 languages
worldwide. 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 Viator, have their own data
infrastructure and technology teams.
TripAdvisor’s businesses help to match demand – users who seek
to discover, research, price compare and book the best travel experiences –
with supply – TripAdvisor’s travel partners who provide travel accommodations,
travel experiences and travel services, worldwide.
Users
TripAdvisor serves users through TripAdvisor’s websites and apps and
focuses on content, selection, price, and convenience. TripAdvisor features
approximately 600 million user-generated reviews and opinions across a broad
base of global travel-related businesses, including approximately 1.2 million
hotels, inns, B&Bs and specialty lodging, 750,000 vacation rentals, 4.6
million restaurants and 915,000 activities and attractions worldwide. TripAdvisor’s
content – and the strong global brand it has created since its founding
in 2000 – are primary drivers of not only attracting the world’s
largest travel audience of 455 million unique monthly visitors but also influencing
a significant amount of travel commerce. TripAdvisor is focused on creating
the best online experience in travel planning and booking, making it easier
for users to research destinations and experiences, to read and contribute user-generated
content, compare destinations and businesses based on quality, price and availability,
and to complete bookings powered by its travel partners.
Travel Partners
TripAdvisor strives to give users more choice and to help users find the best
experiences and the best deals possible and it designs its websites to enable
its travel partners to be discovered, to advertise and to sell their services.
TripAdvisor facilitates transactions between users and travel partners in a
number of ways, including by sending referrals to its partners websites, facilitating
bookings on behalf of its partners, by serving as the merchant of record –
as is often the case in its attractions and vacation rentals businesses –
and by offering advertising placements on TripAdvisor websites and mobile apps.
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