Business description of LIBERTY-TRIPADVISOR-HOLDINGS-INC

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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, distributors, suppliers and vendors;

domestic and international 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;

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;

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fluctuations in foreign currency exchange rates; and

threatened terrorist attacks, political unrest in international markets and ongoing military action around the world.

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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 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 features. For example, Delayed Ad Call, which charges customers only when the ad unit is in a user’s view, as well as certain customized co-branded features. For the years ended December 31, 2014, 2013 and 2012, TripAdvisor earned $140 million, $119 million and $94 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 and allows subscribers to list, for a contracted period of time, a website URL, email address and phone number on TripAdvisor-branded websites, as well as to post special offers for travelers. In addition, TripAdvisor earns revenue from making hotel room nights available for booking on its transactional sites, including its Jetsetter and Tingo brands, for which TripAdvisor is the merchant of record; making rentals available through its vacation rental business; selling destination activities through Viator; and online restaurant reservations through Lafourchette; as well as other revenue including content licensing with third-party sites. For the years ended December 31, 2014, 2013 and 2012, TripAdvisor earned $236 million, $130 million and $81 million, respectively, in revenue from subscription-based, transaction and other revenue.

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

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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.

In addition, TripAdvisor competes with newspapers, magazines and other traditional media companies that provide offline and online advertising opportunities.

For TripAdvisor’s vacation rental business, TripAdvisor also faces competition from several companies, including HomeAway and Airbnb, some of whom have a larger inventory of rooms available than TripAdvisor does.

For TripAdvisor’s restaurant reservation and attractions business, the competition is not as consolidated as it is for other areas of its business; however, TripAdvisor faces competition from certain companies like OpenTable in the United States.

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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.

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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.

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.

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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;

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Possible preferences by local populations for local providers;

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

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

Financial risk arising from transactions in multiple currencies, as well as currency exchange restrictions;

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 staff 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.

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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;

Costs associated with litigation or other claims relating to 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, revenue, 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.

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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.

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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.

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Business description of LIBERTY-TRIPADVISOR-HOLDINGS-INC from last 10-k form