Overview
- IndustryServices-Computer Processing & Data Preparation2
- HeadquartersEnglewood, United States2
- Incorporated inCO4
- Business address12300 Liberty Blvd, Englewood, Co 801124
- Filer categoryNon-accelerated filer, Smaller reporting company4
- Legal formCorporation2
- LEI5299006PCRAU736ZJ1552
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressc/o CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 53734142
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Liberty TripAdvisor Holdings, Inc. (“TripCo” or the “Company”) was formed in 2013 as a Delaware corporation. TripCo was a subsidiary of Liberty Interactive Corporation (subsequently renamed Qurate Retail, Inc. (“Qurate Retail”)) until the completion of its spin-off from Qurate Retail on August 27, 2014 (“TripCo Spin-Off”). Following the TripCo Spin-Off, Qurate Retail and TripCo operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. TripCo does not have any operations outside of its controlling interest in its subsidiary, Tripadvisor, Inc. (“Tripadvisor”). As of December 31, 2024, TripCo held an approximate 19% economic interest and 56% voting interest in Tripadvisor.5 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Cost of revenue7¢$128.0M
- Other costs90¢$1.7B
- Income tax3¢$49.0M
Out of $1.8B in revenue.3 The company lost money this year.
Where each dollar of operating cash went, fiscal 2024
- Share buybacks19¢$25.0M
- Kept or used elsewhere81¢$106.0M
Out of $131.0M of cash from operations.3
Financial statements
| Fiscal year | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|---|
| Revenue | $1.6B6 | $1.6B7 | $1.6B8 | $604.0M9 | $902.0M10 | $1.5B3 | $1.8B3 | $1.8B3 |
| Cost of revenue | $78.0M3 | $119.0M3 | $128.0M3 | |||||
| Selling, general and admin | $1.0B6 | $966.0M7 | $874.0M8 | $502.0M9 | $651.0M10 | $969.0M10 | $1.1B10 | |
| Operating expenses | $1.1B10 | $1.3B3 | $1.6B3 | $2.4B3 | ||||
| Operating income | -$1.8B6 | $128.0M7 | -$159.0M8 | -$932.0M9 | -$185.0M10 | $88.0M3 | -$912.0M3 | -$587.0M3 |
| Interest | $25.0M6 | $26.0M7 | $22.0M8 | $41.0M9 | $60.0M10 | $65.0M10 | $67.0M10 | |
| Income before tax | -$5.0M10 | $93.0M3 | -$967.0M3 | -$612.0M3 | ||||
| Income tax | -$229.0M6 | $57.0M7 | -$16.0M8 | -$152.0M9 | -$43.0M10 | $47.0M3 | $53.0M3 | $49.0M3 |
| Net income | -$397.0M6 | -$64.0M7 | -$22.0M8 | -$238.0M9 | $179.0M10 | $30.0M3 | -$285.0M3 | -$178.0M3 |
| Earnings per share | -$5.296 | -$0.867 | -$0.298 | -$5.179 | -$2.5510 | $0.393 | -$3.753 | -$2.313 |
| Earnings per share (diluted) | -$5.296 | -$0.867 | -$0.298 | -$5.179 | -$2.5510 | $0.393 | -$3.753 | -$2.313 |
| Shares (weighted, basic) | 76.0M shares3 | 76.0M shares3 | 77.0M shares3 | |||||
| Shares (weighted, diluted) | 77.0M shares3 | 78.0M shares3 | 78.0M shares3 |
| Fiscal year | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|---|
| Cash | $695.0M14 | $672.0M6 | $341.0M7 | $423.0M8 | $760.0M9 | $1.1B10 | $1.1B3 | $1.1B3 |
| Receivables | $105.0M9 | $173.0M10 | $177.0M3 | $187.0M3 | ||||
| Current assets | $1.0B14 | $932.0M6 | $557.0M7 | $579.0M8 | $976.0M9 | $1.3B10 | $1.3B3 | $1.3B3 |
| Goodwill | $2.2B10 | $2.2B3 | $1.4B3 | $854.0M3 | ||||
| Intangible assets | $133.0M9 | $112.0M10 | $116.0M3 | $121.0M3 | ||||
| Total assets | $5.5B14 | $5.2B6 | $4.7B7 | $4.1B8 | $4.4B9 | $4.6B10 | $3.6B3 | $2.9B3 |
| Short-term debt | $329.0M3 | |||||||
| Current liabilities | $372.0M14 | $613.0M6 | $437.0M7 | $242.0M8 | $356.0M9 | $534.0M10 | $576.0M3 | $1.2B3 |
| Long-term debt | $704.0M14 | $267.0M6 | $353.0M7 | $532.0M8 | $1.1B9 | $1.1B10 | $1.2B3 | $831.0M3 |
| Total liabilities | $1.7B14 | $1.5B6 | $1.4B7 | $1.3B8 | $2.2B9 | $2.4B10 | $2.3B3 | $2.2B3 |
| Retained earnings | -$469.0M9 | -$439.0M10 | -$724.0M3 | -$902.0M3 | ||||
| Shareholders’ equity | $424.0M14 | $336.0M6 | $320.0M7 | -$43.0M8 | -$201.0M9 | -$142.0M10 | -$418.0M3 | -$594.0M3 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
| Fiscal year | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|---|
| Cash from operations | $219.0M6 | $400.0M7 | $391.0M8 | -$215.0M9 | $97.0M10 | $390.0M3 | $226.0M3 | $131.0M3 |
| Depreciation and amortization | $150.0M10 | $97.0M3 | $87.0M3 | $85.0M3 | ||||
| Stock-based compensation | $125.0M10 | $93.0M3 | $99.0M3 | $121.0M3 | ||||
| Cash from investing | -$54.0M10 | -$52.0M3 | -$63.0M3 | -$73.0M3 | ||||
| Share buybacks | $250.0M6 | $100.0M7 | $60.0M8 | $115.0M9 | $100.0M3 | $25.0M3 | ||
| Cash from financing | $306.0M10 | -$22.0M3 | -$127.0M3 | -$62.0M3 |
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Corporate structure
Liberty TripAdvisor Holdings, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Liberty TripAdvisor Holdings, Inc.
- Greg Maffei Filed SCHEDULE 13D/A on Liberty TripAdvisor Holdings, Inc., latest Apr 29, 2025 (7 filings since Jun 2, 2023)
- WITTENBERG INVESTMENT MANAGEMENT, INC. Filed SCHEDULE 13G/A on Liberty TripAdvisor Holdings, Inc., latest Feb 14, 2025 (2 filings since Feb 13, 2024)
- Hilary L Shane Revocable Trust Filed SCHEDULE 13G/A on Liberty TripAdvisor Holdings, Inc., latest Jan 16, 2025 (2 filings since Jan 13, 2025)
- Triad Investment Management Filed SCHEDULE 13G/A on Liberty TripAdvisor Holdings, Inc., latest Dec 30, 2024 (5 filings since Jan 11, 2024)
- Crimson Asset Management Ltd. Filed SCHEDULE 13D on Liberty TripAdvisor Holdings, Inc., latest Nov 29, 2024 (4 filings since Feb 21, 2023)
- Cove Street Capital, LLC Filed SC 13G/A on Liberty TripAdvisor Holdings, Inc., latest Apr 19, 2024 (4 filings since Feb 7, 2022)
- VANGUARD GROUP INC Filed SC 13G on Liberty TripAdvisor Holdings, Inc., latest Feb 9, 2023
- MILLENNIUM MANAGEMENT LLC Filed SC 13G/A on Liberty TripAdvisor Holdings, Inc., latest Jan 17, 2023 (2 filings since Jun 29, 2022)
- JPMorgan Chase Filed SC 13G/A on Liberty TripAdvisor Holdings, Inc., latest Jul 7, 2022 (2 filings since Jan 12, 2022)
- Russell Investments Group, Ltd. Filed SC 13G/A on Liberty TripAdvisor Holdings, Inc., latest Feb 14, 2022
- Liberty TripAdvisor Holdings, Inc. Englewood, Colorado, United States
- LIBERTY TRIPADVISOR, LLC Subsidiary · Englewood, Colorado, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Liberty TripAdvisor Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Finance-lease assets | $57.0M3 Dec 31, 2024 | $67.0M3 Dec 31, 2023 | −14.9% |
| Operating-lease assets (leased space) | $17.0M3 Dec 31, 2024 | $15.0M3 Dec 31, 2023 | +13.3% |
Investments
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $854.0M3 Dec 31, 2024 | $1.4B3 Dec 31, 2023 | −38.4% |
| Trademarks and trade names (indefinite-lived) | $377.0M3 Dec 31, 2024 | $522.0M3 Dec 31, 2023 | −27.8% |
| Finite-lived intangibles, gross | $1.8B3 Dec 31, 2024 | $1.7B3 Dec 31, 2023 | +1.3% |
| Accumulated amortization | $1.6B3 Dec 31, 2024 | $1.6B3 Dec 31, 2023 | +1.1% |
| Finite-lived intangibles, net | $121.0M3 Dec 31, 2024 | $116.0M3 Dec 31, 2023 | +4.3% |
Properties, in its own words
In connection with the TripCo Spin-Off, a wholly owned subsidiary of Liberty Media entered into a facilities sharing agreement with TripCo, pursuant to which TripCo shares office facilities with Liberty Media and related amenities at Liberty Media’s corporate headquarters located at 12300 Liberty Boulevard, Englewood, Colorado.
As of December 31, 2024, Tripadvisor does not own any real estate. Tripadvisor leases approximately 280,000 square feet of office space for its corporate headquarters in Needham, Massachusetts, which has an expiration date of December 2030 and an option to extend the lease term for two consecutive terms of five years each. Tripadvisor also leases an aggregate of approximately 165,000 square feet of office space at nearly 25 locations across North America, Europe and Asia Pacific, primarily used for sales offices, subsidiary headquarters and for international operations, pursuant to leases with various expiration dates, with the latest expiring in March 2034. Tripadvisor believes that its current facilities are adequate for its current operations and that additional leased space can be obtained on reasonable terms if needed.
Item 2 of the 10-K filed Feb 20, 2025.5
Leadership
Who has led Liberty TripAdvisor Holdings, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerGreg Maffei Aug 20, 2014 to now15
- PresidentGreg Maffei Aug 20, 2014 to now15
- Chief financial officerBrian J. Wendling Jan 11, 2016 to now16
- Chief financial officerChristopher W. Shean Aug 20, 2014 to Nov 19, 201517
Board members and other officers (12)
- Senior Vice PresidentAlbert E. Rosenthaler Aug 20, 2014 to Mar 21, 202318
- Board memberChristy Haubegger May 18, 2021 to now19
- Board memberColin Michael Farmer Mar 30, 2020 to Dec 14, 202220
- Board memberAlbert E. Rosenthaler Dec 14, 2016 to now21
- Board memberGreg Maffei Aug 20, 2014 to now15
- Board memberRichard N. Baer Aug 20, 2014 to Aug 20, 201422
- Board memberChris Mueller Aug 28, 2014 to now23
- Board memberJ. David Wargo Aug 28, 2014 to now24
- Board memberLarry E. Romrell Aug 28, 2014 to now25
- Board memberJohn C. Malone Aug 29, 2014 to Apr 1, 201526
- General counselRenee L. Wilm Oct 1, 2019 to now27
- General counselRichard N. Baer Aug 20, 2014 to Jan 18, 201722
Timeline
- Apr 29, 20258-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer28
- Apr 24, 20258-K Listing notice or transfer; Shareholder vote; Regulation FD disclosure29
- Mar 24, 20258-K Regulation FD disclosure30
- Mar 21, 20258-K Entered a material agreement; New debt or obligation31
- Dec 19, 20248-K Entered a material agreement; New debt or obligation; Executive or director change32
- Oct 22, 20248-K Regulation FD disclosure33
- Oct 10, 20248-K Regulation FD disclosure34
- Sep 6, 20248-K Regulation FD disclosure35
- Jul 11, 20248-K Regulation FD disclosure36
- Jul 8, 20248-K Entered a material agreement; New debt or obligation37
- Jul 2, 20248-K Other events38
- Jun 13, 20248-K Shareholder vote39
- Aug 20, 2014New chief executive Greg Maffei becomes CEO15
- Jul 25, 2013Founded Liberty TripAdvisor Holdings, Inc. is founded2
Filings
194 filings to the SEC since October 2021: 5 annual reports, 10 quarterly reports, 44 major events, 72 insider forms, 30 large holders, 33 other. The latest 20:
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 30, 20254 EDGAR
- Apr 29, 202515-12G EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025S-8 POS EDGAR
- Apr 29, 2025SCHEDULE 13D/A EDGAR
- Apr 29, 2025SCHEDULE 13D/A EDGAR
The 194 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
15 open-market trades by officers, directors and large owners since October 2021: 9 buys and 6 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Nov 28, 2023 | Wendling Brian JCFO/SVP | Sale | 15,167 | $0.56 | $8.5K | Form 4 |
| Nov 7, 2023 | Henderson Dustin | Buy | 50,000 | $0.38 | $19.0K | Form 4 |
| Aug 25, 2023 | Wilm Renee LChief Legal/Admin Officer | Sale | 208 | $0.56 | $116 | Form 4 |
| Aug 25, 2023 | ROSENTHALER ALBERT EDirector | Sale | 169 | $0.56 | $95 | Form 4 |
| Mar 17, 2023 | Wilm Renee LChief Legal/Admin Officer | Sale | 14,400 | $0.78 | $11.2K | Form 4 |
| Mar 17, 2023 | Wendling Brian JCFO/SVP | Sale | 8,050 | $0.78 | $6.3K | Form 4 |
| Mar 17, 2023 | ROSENTHALER ALBERT EDirector | Sale | 14,400 | $0.78 | $11.2K | Form 4 |
| Dec 16, 2022 | Henderson Dustin | Buy | 1,000 | $0.69 | $690 | Form 4 |
| Nov 28, 2022 | Henderson Dustin | Buy | 15,000 | $0.85 | $12.8K | Form 4 |
| Nov 8, 2022 | Henderson Dustin | Buy | 25,000 | $0.90 | $22.5K | Form 4 |
| Oct 13, 2022 | Henderson Dustin | Buy | 2,000 | $1.10 | $2.2K | Form 4 |
| Sep 30, 2022 | Henderson Dustin | Buy | 3,500 | $1.11 | $3.9K | Form 4 |
| Sep 21, 2022 | Henderson Dustin | Buy | 25,000 | $1.27 | $31.8K | Form 4 |
| Sep 16, 2022 | Henderson Dustin | Buy | 3,000 | $1.37 | $4.1K | Form 4 |
| Sep 9, 2022 | Henderson Dustin | Buy | 16,900 | $1.38 | $23.3K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Greg MaffeiSCHEDULE 13D/A, 7 filings Jun 2, 2023 to Apr 29, 202540
- WITTENBERG INVESTMENT MANAGEMENT, INC.SCHEDULE 13G/A, 2 filings Feb 13, 2024 to Feb 14, 202541
- Hilary L Shane Revocable TrustSCHEDULE 13G/A, 2 filings Jan 13, 2025 to Jan 16, 202542
- Triad Investment ManagementSCHEDULE 13G/A, 5 filings Jan 11, 2024 to Dec 30, 202443
- Crimson Asset Management Ltd.SCHEDULE 13D, 4 filings Feb 21, 2023 to Nov 29, 202444
- Cove Street Capital, LLCSC 13G/A, 4 filings Feb 7, 2022 to Apr 19, 202445
- VANGUARD GROUP INCSC 13G, 1 filing Feb 9, 202346
- MILLENNIUM MANAGEMENT LLCSC 13G/A, 2 filings Jun 29, 2022 to Jan 17, 202347
- JPMorgan ChaseSC 13G/A, 2 filings Jan 12, 2022 to Jul 7, 202248
- Russell Investments Group, Ltd.SC 13G/A, 1 filing Feb 14, 202249
SEC filer profile
How Liberty TripAdvisor Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARLiberty TripAdvisor Holdings, Inc.1
- CIK0001606745
- Employer ID (EIN)46-33373655
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
- Incorporated inDelaware5
- Fiscal year endsDecember 311
- Industry code (SIC)7374 Services-Computer Processing & Data Preparation1
- SEC reviewing officeOffice of Technology, Division of Corporation Finance1
- Business address12300 Liberty Blvd, Englewood, CO 801121
- Phone72087553001
- Shares outstanding73,084,484 Common Class A shares; 4,815,438 Common Class B shares as of Jan 31, 20255
- Public float$35.0M as of Jun 30, 20245
- AuditorKPMG LLP, Denver CO PCAOB ID 185; no auditor attestation of internal control over financial reporting5
- On EDGAR sinceMay 5, 20141
- Filings537 in all: 4 (159), 8-K (135), SC 13G/A (47), 10-Q (32), SC 13G (26), 3 (16), SC 13D/A (15), 10-K (11)1
All 39 form types
DEF 14A (10), CORRESP (8), S-8 (8), S-8 POS (8), UPLOAD (7), SCHEDULE 13D/A (6), DEFA14A (5), ARS (4), S-1/A (4), SC 13D (4), SC 13E3/A (4), 4/A (3), 8-K/A (3), SCHEDULE 13G/A (3), 10-K/A (2), PRE 14A (2), 15-12G (1), 25-NSE (1), 3/A (1), 8-A12B (1), CERTNAS (1), CT ORDER (1), DEFM14A (1), EFFECT (1), POS EX (1), PREM14A (1), PRER14A (1), S-1 (1), SC 13E3 (1), SCHEDULE 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Feb 20, 2025
Quarterly report (10-Q) Nov 6, 2024
Proxy statement (DEF 14A) Apr 24, 2024
Latest 8-K (8-K) Apr 29, 2025
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| LTRPA | ||
| LTRPB |
From the cover page of the 10-K filed Feb 20, 2025 (Section 12(b) of the Exchange Act).5
Risk factors and legal proceedings
The risks Liberty TripAdvisor Holdings, Inc. names in Item 1A of its 10-K filed Feb 20, 2025: 55 risks under these headings, as written.5
- 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.
- There are questions about our ability to continue to operate as a going concern.
- Notwithstanding our ownership interest in Tripadvisor and our having two nominees on its ten member board of directors, we have no ability to cause Tripadvisor to pay dividends or otherwise make funds available to us. We do not have access to the cash that Tripadvisor generates from its operating activities.
- Our company may have future capital needs and may not be able to obtain additional financing, or refinance our existing indebtedness, on acceptable terms.
- Our Series A Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial condition and result in the interests of Certares (as defined below) differing from those of our common stockholders.
- Holders of our Series A Preferred Stock have certain consent rights, including with respect to dividends on or repurchases of our common stock, incurring certain indebtedness, issuing certain stock, entering certain transactions and transferring certain shares of Tripadvisor stock.
- Holders of Series A Preferred Stock have certain redemption rights. We may not be able to raise the funds necessary to finance such a redemption.
- Our company has overlapping directors and officers with Qurate Retail, Liberty Media, and LBC, which may lead to conflicting interests.
- Certain of our inter-company agreements were negotiated while we were a subsidiary of Qurate Retail.
- Goodwill and other identifiable intangible assets, specifically trademarks, represent a significant portion of our total assets, and we may never realize the full value of our intangible assets.
- If Tripadvisor is unable to continue to attract a significant number of visitors to its platform, to cost-effectively convert these visitors into revenue-generating customers and to continue to engage consumers, its business and financial performance could be harmed.
- Tripadvisor relies on internet search engines, metasearch engines and application marketplaces to drive traffic to its platform, certain providers of which offer products and services that compete directly with Tripadvisor’s. If Tripadvisor is unable to drive traffic cost-effectively, traffic to its platform could decline and its business would be negatively affected.
The other 43 risks
- Tripadvisor’s strategy may be unsuccessful and may expose it to additional risks. If Tripadvisor’s strategy does not achieve its expected benefits, there could be negative impacts to its business, financial condition and results of operations.
- Tripadvisor derives a substantial portion of its revenue from advertising and any significant reduction in spending by advertisers on its platform could harm its business.
- Tripadvisor relies on a relatively small number of significant travel partners and any reduction in spending by or loss of these partners could seriously harm its business.
- Tripadvisor’s business depends on strong brands and any failure to maintain, protect or enhance its brands could hurt its ability to retain and expand its base of consumers and partners, the frequency with which consumers utilize its products and services and its ability to attract partners.
- Weak economic conditions, including those that cause declines or disruptions in the travel industry or reduce consumer discretionary spending have, in the past, had a material adverse impact on Tripadvisor’s businesses and, financial performance and could have a material adverse impact on Tripadvisor’s business, financial performance and the market price of its common stock.
- Tripadvisor operates in a competitive global environment and its failure to compete effectively could reduce its market share and harm its financial performance.
- Tripadvisor relies on information technology to operate its business and remain competitive, and any failure to adapt to technological developments or industry trends could harm its businesses.
- If Tripadvisor is unable to adapt to the evolving demands of its customers, it may not remain competitive, and its business and financial performance could suffer.
- Tripadvisor’s dedication to making the consumer experience its highest priority may cause it to prioritize rapid innovation and consumer experience over short-term financial results.
- Tripadvisor is dependent upon the quality of traffic in its network to provide value to its partners, and any failure in its ability to deliver quality traffic and/or the metrics to demonstrate the value of the traffic could have a material and adverse impact on the value of its platform to its partners and adversely affect its revenue.
- Tripadvisor relies on assumptions and estimates and data to calculate certain of its key metrics, and real or perceived inaccuracies in such metrics may harm its reputation and negatively affect its business.
- Tripadvisor’s future success depends on the performance of its key employees and its ability to attract, retain and engage senior management and a highly skilled workforce.
- The composition of Tripadvisor’s work force, in terms of geographic location, in person or remote and full-time employees or independent contractors, creates challenges and risks and failure to properly manage those risks could have a negative impact on Tripadvisor’s business.
- Acquisitions, investments, significant commercial arrangements and/or new business strategies could present new challenges and risks and disrupt its ongoing business.
- Risks Related to Legal and Regulatory Matters
- Tripadvisor is a global company that operates in many different jurisdictions inside and outside the U.S. and these operations expose Tripadvisor to additional risks.
- Tripadvisor is regularly subject to claims, lawsuits, government investigations, and other proceedings which may result in adverse outcomes and, regardless of the outcome, result in legal costs, diversion of management resources, injunctions or damage awards, and other negative results.
- A failure to comply with existing or new laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect Tripadvisor’s business or financial results.
- Tripadvisor faces risks related to its intellectual property.
- Greenhouse gas emissions are driving global climate change that is expected to have various impacts on travel, including the world’s transportation infrastructure and tourist destinations, and such impact could have a negative impact on Tripadvisor’s operations.
- Increased focus on ESG matters and Tripadvisor’s inability to meet expectations with respect to ESG may have an adverse impact on its reputation, employee retention and business.
- Risks Related to Information Security, Cybersecurity and Data Privacy
- Tripadvisor’s processing of personal information and other data subjects it to risks, laws and regulations and could give rise to cyberattacks and other risks, including damage to Tripadvisor’s reputation and value of its brands.
- System security issues, data protection breaches, cyberattacks and system outage issues could disrupt Tripadvisor’s operations or services provided to its consumers, and any such disruption could damage its reputation and adversely affect its business, financial results and share price.
- Evolving regulations, guidance and practices on the use of “pixels,” "cookies" and similar tracking technologies could negatively impact the way Tripadvisor does business.
- Tripadvisor is subject to risks associated with processing payment transactions and failure to manage those risks may subject it to fines, penalties and/or additional costs and could have a negative impact on its business.
- Risks Related to Financial Matters
- Tripadvisor may fail to meet its publicly announced guidance or other expectations about its business and future operating results, which could cause its stock price to decline.
- Tripadvisor’s financial results are difficult to forecast; they have fluctuated in the past and will likely fluctuate in the future.
- Tripadvisor has indebtedness which could adversely affect its business and financial condition.
- Failure to comply with the various covenants contained in Tripadvisor’s Credit Agreement could have a material adverse effect on its business.
- Tripadvisor is subject to risks relating to its 2026 Convertible Senior Notes.
- Tripadvisor is subject to risks relating to the Capped Calls.
- Tripadvisor may have future capital needs and may not be able to obtain additional financing on acceptable terms.
- Risks Related to Tax Matters
- Tripadvisor’s effective income tax rate is impacted by a number of factors that could have a material impact on its financial results and could increase the volatility of those results.
- Application of U.S., state and local or international tax laws, changes in tax laws or tax rulings, or the examination of Tripadvisor’s tax positions, could materially affect its financial position and results of operations.
- Changes in the tax treatment of companies engaged in e-commerce may adversely affect the commercial use of Tripadvisor’s platform and its financial results.
- Taxing authorities have in the past and may successfully in the future assert that Tripadvisor should have collected or in the future should collect sales and use, occupancy, VAT or similar taxes, and Tripadvisor could be subject to liability with respect to past or future sales, which could adversely affect its operating results.
- Tripadvisor faces risks associated with fluctuations in foreign currency exchange rates.
- Because our common stock is quoted on the OTC, your ability to sell your shares in the secondary trading market may be limited.
- We intend to combine with Tripadvisor. The proposed Merger may not be completed on the currently contemplated timeline or at all and may not achieve the intended benefits.
- We expect to incur costs and expenses in connection with the Merger.
- The announcement and pendency of the Merger could divert the attention of management and cause disruptions in our businesses as a whole, which could have an adverse effect on our business and financial results, including our ability to continue as a going concern.
- We are subject to contractual restrictions while the Merger is pending, which could adversely affect our business and operations.
- The Merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the Merger could negatively impact our business and/or financial results, and if the Merger is not consummated, we may lack sufficient liquidity to continue operations.
- The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, could discourage a potential acquiror from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay a termination fee to Tripadvisor.
Legal proceedings
Refer to note 12 of the accompanying consolidated financial statements for information on our legal proceedings.
The opening of Item 3, Legal Proceedings.5
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 15SEC EDGARGreg Maffei, Chief executive officer
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- 19SEC EDGARChristy Haubegger, Board member
- 20SEC EDGARColin Michael Farmer, Board member
- 21SEC EDGARAlbert E. Rosenthaler, Board member
- 22SEC EDGARRichard N. Baer, Board member
- 23SEC EDGARChris Mueller, Board member
- 24SEC EDGARJ. David Wargo, Board member
- 25SEC EDGARLarry E. Romrell, Board member
- 26SEC EDGARJohn C. Malone, Board member
- 27SEC EDGARRenee L. Wilm, General counsel
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- 30SEC EDGARRegulation FD disclosure
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- 33SEC EDGARRegulation FD disclosure
- 34SEC EDGARRegulation FD disclosure
- 35SEC EDGARRegulation FD disclosure
- 36SEC EDGARRegulation FD disclosure
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- 38SEC EDGAROther events
- 39SEC EDGARShareholder vote
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