Liberty Tripadvisor Holdings Inc Annual Report 2014

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FY2014 Annual Report · Liberty Tripadvisor Holdings Inc

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2014 ANNUAL REPORT

PROXY STATEMENT

Contents

Letter to Shareholders

Stock Performance

Financial Information

F-1

Certain statements in this Annual Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding our business, product and marketing strategies; new service offerings; future investment opportunities; the performance of our current investments; the recoverability of
our goodwill and other long-lived assets; our projected sources and uses of cash; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings
and other matters arising in the ordinary course of business. In particular, statements in our “Letter to Shareholders” and under “Business, “ “Risk Factors, “ “Properties, “ “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk” contain forward-looking 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 there can be no assurance that the expectation or belief will result or be achieved or accomplished. 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 our products and services and our ability to adapt to changes in demand;
• competitor responses to our 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 Federal Communications Commission, 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;
• the regulatory and competitive environment of the industries in which our subsidiaries operate;
• 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;
• threatened terrorist attacks, political unrest in international markets and ongoing military action around the world; and
• ﬂuctuations in foreign currency exchange rates.

These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking
to disseminate any updates or revisions to any forward-looking statement contained herein, 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 any risk factors identiﬁed and other
cautionary statements contained in this Annual Report. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those
contained in any forward-looking statement.

This Annual Report includes information concerning TripAdvisor, Inc., a public company in which we have a controlling interest that ﬁles reports and other information with the SEC
in accordance with the Securities Exchange Act of 1934, as amended. Information contained in this Annual Report concerning this company has been derived from the reports and
other information filed by it with the SEC. If you would like further information about this company, the reports and other information it files with the SEC can be accessed on the
Internet website maintained by the SEC at www.sec.gov. Those reports and other information are not incorporated by reference in this Annual Report.

Annual Report 2014

Letter to Shareholders

Dear Fellow Shareholders,

Welcome to Liberty TripAdvisor Holdings, which was “born” in August 2014 and holds a controlling stake

in TripAdvisor and all of BuySeasons. Liberty TripAdvisor was created and distributed by Liberty Interactive

because we believed the beneﬁts of having our company become a stand-alone entity outweighed the

beneﬁts of keeping it part of Liberty Interactive. Liberty Interactive’s Ventures Group shareholders received

this value tax efﬁciently, while not giving up the value of control.

Although the value of TripAdvisor has been relatively volatile over the past year, business performance

has been very good and the long-term prospects are bright. High-multiple stocks like TripAdvisor must

constantly earn their valuation by demonstrating to the market that growth remains high. Over time, we

expect that Liberty TripAdvisor will trade relatively in-line with the value of its underlying businesses, with

additional upside potential from our controlling vote at TripAdvisor.

TripAdvisor

We have been long-term shareholders of TripAdvisor and believe in its impressive founder and leader,

Steve Kaufer and his vision for the business. TripAdvisor is the world’s largest travel site* empowering

users to plan and book the perfect trip. TripAdvisor branded sites make up the largest travel community

in the world, reaching 315 million unique monthly visitors**, and providing more than 200 million

reviews and opinions covering more than 4.5 million accommodations, restaurants, and attractions.

TripAdvisor’s sites operate in 45 countries worldwide, including China under daodao.com. TripAdvisor’s

robust user-generated content and engaged community are key competitive advantages and have

established TripAdvisor as a trusted travel information resource for a large, globally diverse audience.

TripAdvisor is investing heavily to further strengthen its leadership position throughout more phases of

travel-planning and trip-taking. In 2013, the company implemented hotel price comparison tools, and in

2014, the company began enabling users to complete hotel, restaurant and attractions bookings on the

TripAdvisor platform. These product initiatives demonstrate the company’s dedication to continuously

improving the user experience. This includes TripAdvisor’s strong and growing position in mobile, where

users have downloaded TripAdvisor apps nearly 175 million times and nearly 50% of usage is via mobile

devices. Given the anticipated continued growth in mobile trafﬁc worldwide, we expect TripAdvisor will

continue to commit resources to improving the features, functionality and commercialization of its mobile

websites and applications. We believe TripAdvisor is appropriately taking a longer-term view when it

comes to capitalizing on these market dynamics, and we believe the beneﬁts of these investments are

well worth any associated short-term costs.

*Source: comScore Media Metrix for TripAdvisor Sites, worldwide, December 2014
**Source: Google Analytics, average monthly unique users, Q3 2014; does not include traffic to daodao.com

Liberty TripAdvisor Holdings

Looking Ahead

In 2015, we expect that TripAdvisor will continue to invest to improve its platform for users and partners alike.

In its Hotel segment, this includes expanding its Instant Booking feature for online travel agents and hoteliers.

The company is also amplifying its new “Plan, Compare, and Book” consumer message through online and

ofﬂine marketing channels. The company is leveraging its strong proﬁtability from the core Hotels business

to invest aggressively in Attractions, Restaurants, and Vacation Rentals businesses that comprise its Other

segment. In Attractions and Restaurants, two other large sources of user demand, this includes investing

aggressively in its recent Viator acquisition in the attractions space and its organic and inorganic growth

within TheFork restaurant reservation business. In Vacation Rentals, this includes adding more inventory

and improving its Free-to-List offering. We support this level of investment given the size and attractiveness

of these categories and expect TripAdvisor to continue to pursue product extensions and international

opportunities through both organic and inorganic means.

In conclusion, we are excited for the year ahead and remain enthusiastic shareholders of TripAdvisor.

As discussed above, the company is addressing a number of growth initiatives, and we will provide strategic

guidance at the board level, advising on capital structure and potential capital return and empowering

Steve and his management team to execute on TripAdvisor’s long-term growth plan.

We look forward to seeing many of you at this year’s annual investor meeting, which will take place on

November 12th at the TimesCenter at 242 West 41st Street in New York City.

We appreciate your ongoing support.

Very truly yours,

Gregory B. Maffei

President and Chief Executive Ofﬁcer

April 2015

John C. Malone

Chairman of the Board

Annual Report 2014

Stock Performance

The following graph compares the percentage change in the cumulative total shareholder return on an

investment in Liberty TripAdvisor Series A and Series B common stock from August 28, 2014 (the day

Liberty TripAdvisor began trading “regular-way” following its spin-off from Liberty Interactive Corporation)

through December 31, 2014, to the percentage change in the cumulative total return on the S&P 500 Index

and S&P Information Technology Index.

Liberty TripAdvisor Common Stock vs. S&P 500
and Information Technology Indices
8/28/14 to 12/31/14

$110

$105

$100

$95

$90

$85

$80

$75

$70

$65

$60

Aug-14

Sept-14

Oct-14

Nov-14

Dec-14

Liberty TripAdvisor Series A

Liberty TripAdvisor Series B

S&P 500 Index

S&P 500 Information Technology Index

8/28/14 8/29/14 9/30/14 10/31/14 11/28/14 12/31/14

Liberty TripAdvisor Series A

Liberty TripAdvisor Series B

$100.00

$99.36

$94.17

$87.72

$72.81

$74.72

$100.00 $100.00

$84.38

$80.55

$63.48

S&P 500 Information Technology Index

$100.00 $100.45

$99.69

$101.35 $106.38 $104.53

S&P 500 Index

$100.00 $100.33

$98.78

$101.07 $103.55 $103.11

Note: Trading data for the Series B shares is limited as they are thinly traded.

Liberty TripAdvisor Holdings

Market for Registrant's Common Equity and Related Stockholder Matters of Equity Securities.

Market Information

Our Series A and Series B common stock have been outstanding since August 2014. Each series of our common
stock trades on the Nasdaq Global Select Market. The following table sets forth the range of high and low sales prices of
shares of our common stock for the year ended December 31, 2014, for the periods they were outstanding.

2014
Third quarter (after August 27, 2014) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Holders

Liberty TripAdvisor Holdings, Inc.
Series B

Series A

High

Low

High

Low

$ 38.39
$ 34.04

32.46
23.91

42.00
35.44

35.44
19.64

As of February 28, 2015, there were approximately 1,410 and 67 record holders of our Series A and Series B
common stock, respectively. The foregoing numbers of record holders do not include the number of stockholders whose
shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one
shareholder.

Dividends

We have not paid any cash dividends on our common stock, and we have no present intention of so doing.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings,
financial condition and other relevant considerations.

Securities Authorized for Issuance Under Equity Compensation Plans

Information required by this item is incorporated by reference to our definitive proxy statement for our 2015

Annual Meeting of stockholders.

F-1

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 consolidated financial
statements.

December 31,

2014

509

Summary Balance Sheet Data: . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investments in available for sale securities and other cost
31
investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Investment in affiliates(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
Intangible assets not subject to amortization . . . . . . . . . . . . . . . . $ 5,510
Intangible assets subject to amortization, net . . . . . . . . . . . . . . . $
831
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,381
664
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
821
Deferred income tax liabilities, noncurrent . . . . . . . . . . . . . . . . . $
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
897
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,450

2013

2012
(amounts in millions)
354

369

2011

188
—
5,292
908
7,089
300
853
1,208
4,373

99
—
5,267
1,158
7,205
343
972
1,279
4,340

—
183
46
2
350
1
—
329
—

Years ended December 31,

2010

—
—
46
1
90
—
3
66
—

2013 (1) 2012 (1)

2014
(amounts in millions, except per share amounts)

2011

2010

Summary Statement of Operations Data: . . . . . . . . . . . . . . . . . .
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,329
68
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(13)
Interest Expense, including related party . . . . . . . . . . . . . . . . . . . $
—
Share of earnings (losses) of affiliates . . . . . . . . . . . . . . . . . . . . . $
—
Gains (losses) on transactions, net (1) . . . . . . . . . . . . . . . . . . . . . $
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(11)
Net earnings (loss) attributable to Liberty TripAdvisor
Holdings, Inc. shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Basic net earnings (loss) attributable to Liberty TripAdvisor
Holdings, Inc. stockholders per common share:
Series A and Series B common stock (2) . . . . . . . . . . . . . . . . . . . $
Diluted earnings (loss) attributable to Liberty TripAdvisor
Holdings, Inc. stockholders per common share:
Series A and Series B common stock (2) . . . . . . . . . . . . . . . . . . . $

(22)

(0.30)

1,034
(17)
(12)
—
(1)
—

165
(54)
(1)
38
1,088
—

155
—
—
1
—
—

(7)

983

157
12
—
—
—
—

(0.10)

13.35

0.16

0.17

(0.10)

13.35

0.16

0.17

(1) During May 2012, TripCo sold approximately 8.5 million shares of TripAdvisor for cash proceeds of $338 million.
The sale resulted in a $288 million gain recorded in gain (losses) on transactions, net, based on the average cost of
those shares, in the statement of operations. 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 consolidated statements of operations. See note 4 of the
accompanying consolidated financial statements for further details on the purchase price allocation.

(2) Liberty issued 73,685,924 common shares, which is the aggregate number of shares of Series A and Series B common
stock outstanding upon the completion of the Trip Spin-Off on August 27, 2014. The same number of shares is being
used for both basic and diluted earnings per share for all periods prior to the date of the Trip Spin-Off as no Company
equity awards were outstanding prior to the Trip Spin-Off.

F-2

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 consolidated financial statements and the
notes thereto.

Overview

During October 2013, the Board of Directors of Liberty Interactive Corporation and its subsidiaries (“Liberty”)
authorized a plan to distribute to the stockholders of Liberty’s Liberty Ventures common stock shares of a wholly-owned
subsidiary Liberty TripAdvisor Holdings, Inc. (“TripCo” or the “Company”) which holds 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 was completed on August 27, 2014 and was 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 has been 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 and BuySeasons as
discussed in note 1 in the accompanying consolidated financial statements. These financial statements refer to the
combination of TripAdvisor and BuySeasons as “TripCo,” “the Company,” “us,” “we” and “our” in the notes to the
consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in the
consolidated financial statements.

Our “Corporate and Other” category includes our interest in BuySeasons and corporate expenses.

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 have been and 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.

Strategies and Challenges Related to TripAdvisor

TripAdvisor’s financial results are currently principally dependent on its ability to drive click-based advertising
revenue. TripAdvisor is investing in areas of potential click-based revenue growth, including Instant Booking, international
expansion and innovations in the mobile user experience. TripAdvisor is also investing in display-based advertising,
Business Listings, Vacation Rentals, Restaurants and Attractions. As the largest online travel website, based on comScore
Media Metrix for TripAdvisor Sites, worldwide, December 2014, TripAdvisor is an attractive marketing channel for
advertisers—including hotel chains, independent hoteliers, online travel agencies, destination marketing organizations,
and other travel-related and non-travel related product and service providers—who seek to sell their products and services
to its large user base. 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.

Key Drivers of Click-Based Advertising Revenue

For the years ended December 31, 2014, 2013 and 2012, 70%, 74% and 77%, respectively, of TripAdvisor’s 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.

F-3

Hotel shoppers: TripAdvisor believes 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 visitors who view either a listing of hotels in a city or a specific hotel page. The number of hotel shoppers
tends to vary based on seasonality of the travel industry and general economic conditions, as well as other factors outside
of TripAdvisor’s control. Given these factors, as well as the trend towards increased usage on mobile devices (for which
usage trends continue to evolve) and international growth, quarterly and annual hotel shopper growth is difficult to forecast.
Unique hotel shoppers increased 17% and 35% for the years ended December 31, 2014 and 2013, respectively. The
deceleration of hotel shopper growth for the year ended December 31, 2014 is primarily due to high hotel shopper growth
from search engine optimization (“SEO”) for the year ended December 31, 2013, which provides for a challenging
comparative. Increasing the number of hotel shoppers on TripAdvisor’s sites remains a top strategic priority.

Revenue per hotel shopper: Revenue per hotel shopper is designed to measure how effectively TripAdvisor
converts hotel shoppers into revenue and is made up of these three factors – the number of monthly unique hotel shoppers,
the rate of conversion of a hotel shopper to a paid click and the price per click TripAdvisor received. 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. Hotel shoppers visiting via mobile generally convert to a paid click at a lower rate
than hotel shoppers visiting via personal computer or tablet. Cost per click is the effective CPC that online travel agencies
and hoteliers are willing to pay for a hotel shopper lead, by participating in a competitive bidding process which determines
the CPC price paid. CPC’s are generally lower in emerging international markets as well as on mobile, given the use case
and form factor of those devices. Revenue per hotel shopper increased 7% for the years ended December 31, 2014
compared to 2013 and decreased by 13% for the year ended December, 31, 2013 in comparison to 2012. The increase in
2014 compared to 2013 is largely due to the implementation of hotel metasearch completed in June of 2013, which has
resulted in higher CPC pricing paid by TripAdvisor’s partners, due to higher quality clicks being delivered, offset by
relatively lower rates of hotel shopper conversion. Other factors that can impact revenue per hotel shopper include the
device and IP addresses from which users access TripAdvisor and the IP address of the user. In TripAdvisor’s experience,
hotel shoppers visiting on mobile devices generally exhibit a lower rate of conversion, monetize at a significantly lower
rate than hotel shoppers visiting via personal computer or tablet and emerging international destinations tend to have lower
CPCs associated with them. A growing percentage of TripAdvisor’s hotel shoppers are using mobile; this trend will create
pressure on the revenue per hotel shopper metric, particularly if TripAdvisor fails to realize the opportunities it anticipates
with the transition to more mobile users.

Key Drivers of Display-Based Advertising Revenue

For the years ended December 31, 2014, 2013 and 2012, approximately 11%, 13% and 12%, 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 revenue received for such impressions measured in cost per thousand impressions, or CPM (or
pricing). TripAdvisor’s number of impressions sold increased 19% and 34% for the years ended December 31, 2014 and
2013, respectively, which has typically correlated to TripAdvisor’s hotel shopper growth rates, while pricing over the same
period decreased 1% and 5%, respectively.

Key Growth Areas

TripAdvisor continues to invest in areas of potential growth, including TripAdvisor’s content and community,

product innovation and international expansion.

Content & Community. TripAdvisor is an online community in which travelers share their experiences with the
rest of the community. Establishing and reinforcing that sense of community is a key competitive advantage for
TripAdvisor and is a component of its long-term strategic growth plan. As a result, TripAdvisor continues to look for ways
to make it easier for users to enjoy a more personalized and social travel planning experience when planning their perfect
trip on TripAdvisor and to share their experiences (including by leveraging social features across devices and platforms).

F-4

Mobile. Improving TripAdvisor’s products and engaging its community on devices other than personal
computers, in particular mobile phones, are key priorities that TripAdvisor believes are critical to maintaining and growing
its user base over the long term. As of December 31, 2014, TripAdvisor’s mobile apps reached nearly 175 million
downloads and average monthly unique visitors via smartphone and tablet devices grew over 60% year-over-year from 87
million to 140 million. TripAdvisor anticipates that the rate of growth in mobile visitors will continue to exceed the growth
rate of its overall unique monthly visitors, and that an increasing proportion of users will use mobile devices to access the
full range of services available on TripAdvisor’s sites. TripAdvisor expects to continue to commit resources to improve
the features, functionality and commercialization of its mobile websites and applications.

Business Listings. TripAdvisor’s Business Listings product enable hotel and accommodation owners to buy
placement for pertinent information on TripAdvisor, bringing them closer to potential customers and thereby increasing
awareness, engagement, and potentially, direct bookings. In the year ended December 31, 2014, TripAdvisor grew its
Business Listings customer base 18% to 81,000 subscribers. TripAdvisor continues to expand its sales force and improve
features to grow its subscriber base

Vacation Rentals. In the year ended December 31, 2014, TripAdvisor grew its Vacation Rental property inventory
19% to more than 650,000 properties, driven by strong listings growth in its free-to-list model. TripAdvisor offers
individual property owners and property managers the ability to list using a free-to-list, commission-based structure or a
subscription-based fee option and TripAdvisor believes its highly-engaged and motivated user community creates a
competitive advantage in this market.

Restaurants & Attractions. More than half of TripAdvisor’s users are not hotel shoppers as they visit TripAdvisor
without navigating to pages that contain a listing of hotels in a city or a specific hotel’s page. TripAdvisor has information
and user-generated content on 2.4 million restaurants, and more than 500,000 tours and attractions in 147,000 destinations
throughout the world. TripAdvisor believes it has a unique opportunity to monetize its community of these non-hotel
shoppers looking for places to eat and things to do. With the acquisitions of Lafourchette for online restaurant reservations
and Viator for online bookable tours and attractions, TripAdvisor is attempting to match more users with more businesses
on mobile and desktop.

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 Use of Internet and Social Media to Access Travel Information. Commerce, information and
advertising continue to migrate to the Internet and away from traditional media outlets. TripAdvisor believes that this trend
will continue to create strategic growth opportunities, allowing TripAdvisor to attract new consumers and develop unique
and effective advertising solutions. Consumers are increasingly using online social media channels, such as Facebook and
Twitter, as a means to communicate and exchange information, including travel information and opinions. Over the years,
TripAdvisor has made significant progress using social networking to leverage the expanding use of these channels and
enhance traffic diversification and user engagement. TripAdvisor will continue to adapt its user experience in response to
a changing Internet environment and usage trends.

Increasing Use of Devices Other than Personal Computers. Consumers are increasingly using devices other than
personal computers, such as mobile phones, smartphones, handheld computers such as notebooks and tablets, video game
consoles and television set top devices to access the Internet. To address these demands, TripAdvisor continues to extend
the platform to develop phone and tablet applications to deliver travel information and resources. Although the substantial
majority of users of alternative computing devices 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 alternative computing devices. TripAdvisor displays graphic advertising on smartphones; however, its
mobile phone monetization strategies are still developing, as mobile phone monetization is significantly less than personal

F-5

computer and tablet monetization. Mobile phone growth and development remains a key strategy and TripAdvisor will
continue to invest and innovate in this growing platform to help it maintain and grow its user base, engagement and
monetization over the long term.

Continued Reliance on Click-Based Advertising Revenue. In recent years, the majority of TripAdvisor’s revenue
growth resulted from higher click-based advertising revenue due to increased traffic across its 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.

Risks Associated with Transaction-Based Revenue. TripAdvisor currently derives only a small percentage of its
revenue from transaction-based offerings; however, these types of offerings create additional risk and expense. Transaction
revenue is derived from making online bookings available for, among other things, hotel rooms, vacation rentals and
destination activities. During the course of making these arrangements, TripAdvisor collects, uses, transmits and stores
personal information and other consumer data. The protection of this data is critically important to TripAdvisor. An
increasing number of websites, including the website operated by its subsidiary Viator, have reported compromises of its
systems and the data stored within those systems. TripAdvisor relies on strong encryption, authentication and network
perimeter security to effectively secure confidential information; however, despite TripAdvisor’s security measures,
TripAdvisor’s brands’ information technologies and infrastructures may be vulnerable to cyber-attacks or security
incidents due to system configurations, employee error, malfeasance or other vulnerabilities. Advances in computer
capabilities, new discoveries in the field of cryptography or other developments may result in the breach or compromise
of the technology used by TripAdvisor to protect transaction data. In the future, TripAdvisor expects to expend additional
resources to enhance its security measures, protect against security breaches and/or to address problems caused by
breaches. As TripAdvisor expands its transaction-based businesses, the challenges will become more difficult and the
measures TripAdvisor must take to protect against them will become more costly.

Strategies and Challenges 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 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 adjusted OIBDA margins.

Results of Operations—Consolidated

General. We provide in the tables below information regarding our historical Consolidated 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,
such as BuySeasons. 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

F-6

discussion and analysis of the financial results of the principal reporting segment, see “Results of Operations—
TripAdvisor” below.

Operating Results

Revenue

2014

Years ended December 31,
2013
amounts in millions

2012

TripAdvisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

1,246
83
1,329

945
89
1,034

Adjusted OIBDA

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Operating Income (Loss)

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

468
(26)
442

101
(33)
68

379
(18)
361

8
(25)
(17)

36
129
165

8
(7)
1

(5)
(49)
(54)

Revenue. Our consolidated revenue increased $295 million and $869 million for the years ended December 31,
2014 and 2013, respectively, as compared to the corresponding prior year periods. TripAdvisor revenue increased $301
million during the year ended December 31, 2014 when compared to the same period in 2013, primarily due to an increase
in click-based advertising revenue of $174 million, an increase in display-based advertising of $21 million as well as
growth in Vacation Rentals and other revenue related to the 2014 acquisitions of Lafourchette and Viator. The significant
increase in revenue during 2013 was the result of the full year consolidation of TripAdvisor as compared to 20 days in
2012. Revenue for BuySeasons declined for the years ended December 31, 2014 and 2013, 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, 2014, as compared to the prior year period,
BuySeasons’ order volume decreased 10% and average order valued decreased by 8%. For the year ended December 31,
2013, as compared to the prior year period, order volume decreased 42%, which was partially offset by a 3% increase in
average order value. 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, 2014 consolidated financial statements for a reconciliation of Adjusted OIBDA to earnings (loss) before
income taxes.

Consolidated Adjusted OIBDA increased approximately $81 million and $360 million for the years ended
December 31, 2014 and 2013, respectively, as compared to the corresponding prior year periods. Adjusted OIBDA in

F-7

TripAdvisor increased $89 million during the year ended December 31, 2014 when compared to the same period in 2013,
due to an increase in revenue, partially offset by increased personnel, overhead costs, and other online traffic acquisition
costs. 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, 2014 and 2013, as compared to the
corresponding prior periods, primarily as a result of decreased revenue and declining product margin. Product margin was
21% in 2014, 22% in 2013 and 31% in 2012. The decline in product margin was the result of continued discounting of
product to meet market pricing for costumes and sell through of aged inventory. Also negatively impacting BuySeasons
Adjusted OIBDA in 2014 and 2013 were operating expenses, which, while remaining flat in absolute dollar terms,
increased as a percentage of revenue from 11% in 2012 to 15% in 2013 and to 16% in 2014. Additionally, SG&A expenses
increased 32% in 2014 and decreased 45% in 2013 but remained at approximately 18% 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 improve 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 consolidated operating income increased $85 million and operating loss decreased
$37 million for the years ended December 31, 2014 and 2013, respectively, as compared to the corresponding prior year
periods. The significant increase in 2014 is related to the increase in revenue from TripAdvisor. The significant increase
in 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. 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.

2014

Years ended December 31,
2013
(amounts in millions)

2012

Interest expense (including related party)

TripAdvisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Share of earnings (losses) of affiliates

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Gains (losses) on transactions, net

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Other, net

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(11)
(2)
(13)

—
—
—

(11)
—
(11)

(10)
(2)
(12)

—
—
—

(1)
—
(1)

2
—
2

(1)
—
(1)

—
38
38

—
1,088
1,088

—
33
33

F-8

Interest expense. Interest expense remained relatively flat for the year ended December 31, 2014 and increased
$11 million for the year ended December 31, 2013, as compared to the corresponding prior year periods. The 2013 increase
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, its former wholly owned subsidiary. During the second quarter of 2012 we disposed of
approximately 8.5 million shares of TripAdvisor and then subsequently in the fourth quarter of 2012 we acquired
approximately 5 million shares along with the right to control the vote of the shares of TripAdvisor’s common stock and
Class B common stock. Following the transaction we own approximately 22% of the equity and 57% of the total votes of
all classes of TripAdvisor common stock. As we now control TripAdvisor we ceased accounting for our investment using
the equity method of accounting and consolidated TripAdvisor for the last 20 days of 2012. Share of earnings for
TripAdvisor for the year ended December 31, 2012 only includes TripCo’s share of earnings in TripAdvisor through
December 10, 2012.

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

Other, net. For the year ended December 31, 2014 other, net primarily consisted of fluctuations in foreign
exchange rates. During 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, 2014, 2013 and 2012 was
$(35) million, $55 million and $(124) million, respectively. During 2014, the Company incurred aggregate income tax
expense related to an increase in its estimate of the state effective tax rate used to measure its net deferred tax liabilities,
based on a change to the Company’s estimated state apportionment factors and an increase in its unrecognized tax benefits.
This income tax expense was partially offset with income tax benefits for earnings in foreign jurisdictions taxed at rates
lower than the 35% U.S. federal tax rate. 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 tax 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.

Net earnings (loss). We had a net loss of $22 million, $7 million and net earnings of $983 million for the years
ended December 31, 2014, 2013 and 2012, respectively. The change in net earnings was the result of the above-described
fluctuations in our revenue, expenses and other gains and losses.

F-9

Liquidity and Capital Resources

As of December 31, 2014, substantially all of our cash and cash equivalents consist of cash on hand in global
financial institutions, money market funds and marketable securities, with maturities of 90 days or less at the date
purchased.

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, 2014 TripCo had a cash balance of $509 million. Approximately $455 million of the cash
balance 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. As of
December 31, 2014, approximately $296 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
are expected to be sufficient in future periods.

Years ended
December 31,

2014

2013

2012

(amounts in millions)

Cash flow information

Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 365
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (242)
40
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

336
(205)
(147)

(19)
425
(38)

During the year ended December 31, 2014, TripCo’s primary uses of cash were approximately $331 million to
fund acquisitions by TripAdvisor, $348 million distribution to Liberty prior to the Trip Spin-Off and $90 million capital
expenditures. 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 in
TripAdvisor 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 facilities sharing agreement. We anticipate that TripCo’s corporate cash balance (without
other financial resources potentially available as discussed above) to be sufficient to maintain operations for approximately
five years. The debt service costs of the Margin Loan Agreements described elsewhere are paid in kind and become
outstanding principal. At the maturity of the Margin Loan Agreements, a number of options are available to satisfy the
loan. TripAdvisor’s projected use of cash will primarily consist of repayments of interest and principal on the TripAdvisor
Term Loan and Chinese credit facilities, payment of lease obligations, the repurchase of TripAdvisor common stock under
TripAdvisor’s stock repurchase program approved in 2013 and potential investments or acquisitions in new or existing
businesses.

F-10

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 following 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 consolidated financial statements.

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.

Total

Less than
1 year

Payments due by period

2 - 3 years
(amounts in millions)

4 - 5 years

Consolidated contractual obligations
Long-term debt(1) . . . . . . . . . . . . . . . . . . . . . . . .
Interest payments(2) . . . . . . . . . . . . . . . . . . . . . .
Operating lease obligations . . . . . . . . . . . . . . . . .
Build to suit lease obligation . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

742
$
58
$
150
$
$
143
$ 1,093

78
7
20
1
106

664
4
34
18
720

—
47
33
18
98

After
5 years

—
—
63
106
169

(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, 2014, (ii) assume the interest rates on our variable
rate debt remain constant at the December 31, 2014 rates and (iii) assume that our existing debt is repaid at maturity.

Critical Accounting Policies and 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.

Recognition and Recoverability of Goodwill, Intangible and Long-lived Assets

We account for acquired businesses using the purchase method of accounting which requires that the assets
acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. Any excess of the
purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. We test goodwill for
impairment at the reporting unit level (operating segment or one level below an operating segment). Goodwill is allocated
to our reporting units at the date the goodwill is initially recorded. Once goodwill has been allocated to the reporting units,
it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its
entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill.

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

F-11

included in impairment of long-lived assets in our consolidated 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.

As of December 31, 2014, the intangible assets not subject to amortization for each of our significant reportable

segments was as follows:

TripAdvisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . .

Goodwill

Trademarks
(amounts in millions)

Total

3,691
—
3,691

1,817
2
1,819

5,508
2
5,510

We perform our annual assessment of the recoverability of our goodwill and other non-amortizable intangible
assets during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred.
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. Fair
value, 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).

Websites and Internal Use Software Development Costs

Our subsidiaries capitalize certain costs incurred during the application development stage related to the
development of websites and internal use software when it is probable the project will be completed and the software will
be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset,
generally estimated to be three years. Capitalized costs include internal and external costs, if direct and incremental, and
deemed by management to be significant. The costs related to the planning and post-implementation phases of software
and website development are expensed as these costs are incurred. Maintenance and enhancement costs (including those
costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades
and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized.
Future changes to the manner in which developing and testing new features and functionalities related to our subsidiaries’
websites and internal use software, assessing the ongoing value of capitalized assets or determining the estimated useful
lives over which the costs are amortized, could change the amount of website and internal use software development costs
capitalized and amortized in future periods.

Revenue Recognition

Revenue Recognition. Revenue is recognized from advertising services and the sale of goods 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. Deferred revenue, which primarily relates to
subscription-based programs, is recorded when payments are received in advance of TripAdvisor’s performance as
required by the underlying agreements.

Click-based Advertising. Revenue is derived primarily from click-through fees charged to TripAdvisor’s travel
partners for traveler leads sent to the travel partners’ website. TripAdvisor records revenue from click-through fees after
the traveler makes the click-through to the travel partners’ websites. Instant Booking commission revenue is recorded at
the time a traveler books a hotel transaction on TripAdvisor’s site where TripAdvisor does not assume cancellation risk.

F-12

In transactions in which TripAdvisor assumes cancellation risk, it records revenue when it receives cash from its travel
partners, given the current uncertainty of the traveler’s stay. TripAdvisor has no post-booking service obligations for Instant
Booking transactions.

Display and Other Advertising. TripAdvisor recognizes 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 contractual period over which service is delivered.

Subscriptions, Transactions and Other. Subscription revenue, from the vacation rentals and restaurants
businesses, is recorded as deferred revenue and recognized ratably on a straight-line basis over the contractual period over
which the respective service is delivered. TripAdvisor recognizes reservation revenue from the restaurant business on a
transaction-by-transaction basis as diners are seated by its restaurant customers. The transactions revenue, from the
vacation rentals and attractions businesses, is primarily commission based revenue which is recorded as deferred revenue
and recognized upon completion of stays or activities or as the consumer’s refund privileges lapse. Additionally, cash is
typically collected at the time of booking and recorded as deferred merchant payables in the consolidated balance sheet
and later paid to the merchant after the stay or activity.

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 fair value of the respective common stock on the date of grant. Stock
options granted during the year ended December 31, 2014 typically have a term of ten years from the date of grant and
generally vest over a four-year period.

F-13

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 TripAdvisor’s historical
stock price volatility and that 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.

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

Our economic ownership interest in TripAdvisor is 22% and our 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 consolidated 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. Given that TripAdvisor represents a significant portion of TripCo, 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 years ended 2014, 2013 and 2012 were as
follows (see tables below for a reconciliation of TripAdvisor’s standalone results to those amounts reported by TripCo):

Years ended
December 31,

2014

2013

2012

(amounts in millions)

Revenue

Click-based advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Display-based advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Subscription, transaction and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SG&A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) as reported by TripAdvisor . . . . . . . . . . . . . . . . . . . . . . . . . . . .

870
140
236
1,246
184
594
468
63
65
340

696
119
130
945
127
439
379
49
35
295

588
94
81
763
88
323
352
30
26
296

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 and transaction-based offerings related to its Business Listings and subscription and commission-
based offerings from its Vacation Rentals products, transaction revenue from selling room nights on its transactional sites,
selling destination activities and fulfilling online restaurant reservation through Viator and Lafourchette, respectively, and
other revenue including content licensing. Revenue increased $301 million during the year ended December 31, 2014
when compared to the same period in 2013, primarily due to an increase in click-based advertising revenue of $174 million.
The primary driver of the increase in click-based advertising revenue was an increase in hotel shoppers of 17% and an

F-14

increase in revenue per hotel shopper of 7% for the year ended December 31, 2014. Display-based advertising increased
by $21 million during the year ended December 31, 2014, primarily as a result of a 19% increase in the number of
impressions sold when compared to the same period in 2013, primarily due to increased sales productivity, advertising
technology improvements that have enhanced marketers’ ability to target, coupled with worldwide growth particularly in
emerging markets, partially offset by a decrease in pricing by 1% for the same period. Subscription, transaction and other
revenue increased by $106 million during the year ended December 31, 2014, primarily due to growth in its Business
Listings and Vacation Rentals products, as well as revenue generated by the businesses it acquired during 2014 of $43
million.

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 of 35% 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 our 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 TripAdvisor’s 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 sold due to increased sales productivity coupled with its new Delayed Ad Call product, and worldwide
growth particularly in emerging markets when compared to the same period in 2013, 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, primarily due to growth in its Business Listings and Vacation Rentals products.

TripAdvisor’s international revenue represented 52%, 51%, and 49% of its total revenue during the years ended
December 31, 2014, 2013, and 2012, respectively. TripAdvisor’s increase in international revenue, in absolute dollars and
as a percentage of total revenue, is primarily due to additional investment in international expansion and growth in
international hotel shoppers. See note 13 in the accompanying consolidated financial statements for further details of
revenue by geographic area.

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, content support and maintenance of the TripAdvisor website and its mobile apps. Other costs include
licensing, maintenance expense, computer supply and technology hardware.

Technology and content costs increased $40 million during the year ended December 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 and enhanced site features, as well as additional personnel costs related to
employees joining us through recent business acquisitions and also increased stock-based compensation costs. In total, its
restaurant and attraction businesses contributed $6 million to its technology and content expense in 2014, of which $4
million related to personnel and overhead.

Technology and content costs increased $44 million 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 its products onto smartphone and tablet
platforms, and development of its hotel metasearch product, as well as an increase in stock based compensation and
additional personnel costs related to employees joining TripAdvisor through recent business acquisitions.

F-15

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 selling and marketing costs increased $104 million during the year ended December 31, 2014 when
compared to the same period in 2013, primarily due to increased SEM costs, other online traffic acquisition costs, costs
related to its television campaign, in addition to incremental costs from TripAdvisor’s recent business acquisitions,
partially offset by a decrease in spending in social media costs and other offline advertising costs, excluding television
advertising. TripAdvisor spent $33 million on its new television campaign during the year ended December 31, 2014,
which was launched in May 2014. Personnel and overhead costs increased $30 million during the year ended
December 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 joining TripAdvisor through recent business
acquisitions, which also increased stock-based compensation costs. In total, its restaurant and attraction businesses
contributed $25 million to its selling and marketing expense in 2014, of which $8 million related to personnel and
overhead.

Direct selling and marketing costs increased $66 million during the year ended December 31, 2013 when compared
to the same period in 2012, primarily due to increased SEM costs, other traffic acquisition costs and brand advertising
costs, and an increase in offline advertising costs, primarily television advertising of $30 million, partially offset by a
decrease in spending in social media costs. Personnel and overhead costs increased $36 million 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 joining TripAdvisor through recent business
acquisitions, and also increased stock-based compensation costs.

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 $30 million during the year ended December 31, 2014, when
compared to the same period in 2013, primarily due to personnel costs and overhead costs related to an increase in
headcount to support its business operations, as well as additional personnel costs related to employees joining TripAdvisor
through recent business acquisitions and professional fees primarily related to its 2014 business acquisitions, higher
charitable contributions and increased bad debt expense. In total, its restaurant and attraction businesses contributed $8
million to its cost of revenue in 2014, of which $5 million related to personnel and overhead.

General and administrative costs increased $22 million 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, as well as increased headcount to support business growth and additional professional service fees in order
to support its operations and an increase in its bad debt provision.

F-16

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, 2014

As Reported
By TripAdvisor

Purchase
Accounting
Adjustments

As Reported
By TripCo

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . .

Stock-based compensation expense . . . . . . . . . . .
Depreciation and amortization expense . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . .

1,246
(184)
(594)
468
(63)
(65)
340

—
—
—
—
(10)
(229)
(239)

1,246
(184)
(594)
468
(73)
(294)
101

Year ended December 31, 2013

As Reported
By TripAdvisor

Purchase
Accounting
Adjustments

As Reported
By TripCo

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating expense . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expense . . . .
Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . .
Depreciation and amortization expense . . . . . . . .

Operating income (loss) . . . . . . . . . . . . . . . . . . $

945
(127)
(439)
379
(49)
(35)
295

—
—
—
—
(11)
(276)
(287)

945
(127)
(439)
379
(60)
(311)
8

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 borrowing and investment activities, which
include investments in fixed and floating rate debt instruments and 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 manage our exposure to interest rates by maintaining what we
believe is an appropriate mix of fixed and variable rate debt. We believe this best protects us from interest rate risk. We
expect to achieve this mix by (i) issuing fixed rate debt that we believe has a low stated interest rate and significant term
to maturity, (ii) issuing variable rate debt with appropriate maturities and interest rates and (iii) entering into interest rate
swap arrangements when we deem appropriate. As of December 31, 2014, our debt is comprised of the following amounts:

Variable rate debt

Fixed rate debt

Principal Weighted avg Principal Weighted avg
interest rate
amount

interest rate

amount

TripAdvisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 338
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . $ 404

dollar amounts in millions
—
—

2.1 %
3.7 %

N/A
N/A

F-17

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 stockholders' 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.

Financial Statements and Supplementary Data.

The consolidated financial statements of Liberty TripAdvisor Holdings, Inc. are filed under this Item, beginning
on Page F-19. The financial statement schedules required by Regulation S-X are filed under Item 15 of this Annual Report
on Form 10‑K.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company carried out an evaluation, under the
supervision and with the participation of management, including its chief executive officer and its principal accounting
and financial officer (the "Executives"), of the effectiveness of its disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, the Executives concluded that the Company's disclosure controls
and procedures were effective as of December 31, 2014 to provide reasonable assurance that information required to be
disclosed in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and forms.

This annual report does not include a report on management’s assessment regarding internal control over financial
reporting or an attestation report of the company’s registered public accounting firm due to a transition period established
by the rules of the Securities and Exchange Commission for newly public companies.

There has been no change in the Company's internal control over financial reporting that occurred during the
three months ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting.

Other Information.

None.

F-18

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Liberty TripAdvisor Holdings, Inc.:

We have audited the accompanying consolidated balance sheets of Liberty TripAdvisor Holdings, Inc. (the Company) (as
defined in note 1) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive
earnings (loss), cash flows, and equity for each of the years in the three-year period ended December 31, 2014. These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of
TripAdvisor, Inc., an equity method investment for the period from January 1, 2012 to December 10, 2012 and a
consolidated company for the period from December 11, 2012 to December 31, 2013, which statements reflect total assets
constituting 21 percent as of December 31, 2013 and total revenue constituting 91 percent and 22 percent in 2013 and
2012, respectively, of the related consolidated totals. The Company's equity in earnings of TripAdvisor, Inc. included
$41,146,000 in 2012 that we did not audit. The 2013 and 2012 financial statements of TripAdvisor, Inc. were audited by
other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for
TripAdvisor, Inc., is based solely on the report of the other auditors.

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

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial position of Liberty TripAdvisor Holdings, Inc. as
of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-
year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

Denver, Colorado
March 12, 2015

/s/ KPMG LLP

F-19

LIBERTY TRIPADVISOR HOLDINGS, INC.

Consolidated Balance Sheets

December 31, 2014 and 2013

Assets
Current assets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Trade and other receivables, net of allowance for doubtful accounts of $7 million and

$4 million, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term marketable securities (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax assets (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments in available-for-sale securities (note 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible assets not subject to amortization (note 6):

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Intangible assets subject to amortization, net (note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, at cost, net of accumulated amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

See accompanying notes to consolidated financial statements.

2014
amounts in millions

2013

509

153
12
108
11
29
822
31
187
(39)
148

3,691
1,819
5,510
831
39
7,381

354

122
12
131
6
18
643
188
55
(16)
39

3,460
1,832
5,292
908
19
7,089

(continued)

F-20

LIBERTY TRIPADVISOR HOLDINGS, INC.

Consolidated Balance Sheets (Continued)

December 31, 2014 and 2013

2014

2013

amounts in millions

Liabilities and Equity
Current liabilities:

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Related party notes payable (note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of debt (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt (note 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax liabilities (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity

Stockholders' equity (note 2):

Preferred stock, $.01 par value. Authorized 50,000,000 shares; issued and

outstanding no shares at December 31, 2014. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Series A common stock, $.01 par value. Authorized 200,000,000 shares; issued

and outstanding 71,555,730 shares at December 31, 2014. . . . . . . . . . . . . . . . . . .

Series B common stock, $.01 par value. Authorized 7,500,000 shares; issued and

outstanding 2,929,777 shares at December 31, 2014. . . . . . . . . . . . . . . . . . . . . . . .

Series C common stock, $.01 par value. Authorized 200,000,000 shares; issued

and outstanding no shares at December 31, 2014. . . . . . . . . . . . . . . . . . . . . . . . . .
Parent’s investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive earnings (loss), net of taxes . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests in equity of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Commitments and contingencies (note 12)

118
121
—
78
57
21
395
664
821
154
2,034

—

—
—
296
(12)
612
897
4,450
5,347

42
94
30
69
47
29
311
300
853
44
1,508

—

—
226
—
—
982
1,208
4,373
5,581

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

7,381

7,089

See accompanying notes to consolidated financial statements.

F-21

LIBERTY TRIPADVISOR HOLDINGS, INC.

Consolidated Statements of Operations

Years ended December 31, 2014, 2013 and 2012

2014

2013

2012

Service and other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net retail sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating costs and expenses:

Cost of retail sales (exclusive of depreciation shown separately

amounts in millions,
except per share amounts

1,246
83
1,329

945
89
1,034

below) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating expense, including stock-based compensation (note 2

and 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

229

150

Selling, general and administrative, including stock-based

compensation (note 2 and 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income (expense):
Interest expense, including related party . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (losses) of affiliates, net . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less net earnings (loss) attributable to the noncontrolling interests
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc.

shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Basic net earnings (loss) attributable to Liberty TripAdvisor Holdings,

Inc. shareholders per common share (note 2):
Series A and Series B common stock . . . . . . . . . . . . . . . . . . . . . . . . . . $

Diluted net earnings (loss) attributable to Liberty TripAdvisor

Holdings, Inc. shareholders per common share (note 2):
Series A and Series B common stock . . . . . . . . . . . . . . . . . . . . . . . . . . $

36
129
165

54
16
39
219
(54)

(1)
38
1,088
33
1,158
1,104
(124)
980
(3)

496
315
3
1,051
(17)

(12)
—
(1)
2
(11)
(28)
55
27
34

667
298
2
1,261
68

(13)
—
—
(11)
(24)
44
(35)
9
31

(22)

(7)

983

(0.30)

(0.10)

13.35

(0.30)

(0.10)

13.35

See accompanying notes to consolidated financial statements.

F-22

LIBERTY TRIPADVISOR HOLDINGS, INC.

Consolidated Statements of Comprehensive Earnings (Loss)

Years ended December 31, 2014, 2013 and 2012

Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss), net of taxes:

Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Less comprehensive earnings (loss) attributable to the noncontrolling

interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Comprehensive earnings (loss) attributable to Liberty TripAdvisor

(57)
(57)
(48)

(14)

2014

2013
amounts in millions
9

2012

980

3
3
983

(1)

984

(4)
(4)
23

(8)

Holdings, Inc. shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(34)

See accompanying notes to consolidated financial statements.

F-23

LIBERTY TRIPADVISOR HOLDINGS, INC.

Consolidated Statements of Cash Flows

Years ended December 31, 2014, 2013 and 2012

Cash flows from operating activities:

Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net earnings to net cash provided by operating
activities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . .
Share of (earnings) losses of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gains) losses on transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash interest on margin loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncash charges (credits), net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities

Current and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payables and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by operating activities . . . . . . . . . . . . . . . . . . . . . . .

Cash flows from investing activities:

Capital expended for property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash received for dispositions of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash (paid) for acquisitions, net of cash acquired (see note 3) . . . . . . . . . . . . . . . .
Purchases of short term investments and other marketable securities . . . . . . . . . .
Sales of short term investments and other marketable securities . . . . . . . . . . . . . .
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by investing activities . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash flows from financing activities:

Borrowings of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution to Liberty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares repurchased by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares issued by subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of minimum withholding taxes on net share settlements of equity
awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Option exercises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided (used) by financing activities . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of foreign currency exchange rates on cash . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2014

2013

2012

amounts in millions

980

298
74
(20)
—
—
2
(70)
4
10

(16)
74
365

(90)
—
(331)
(251)
429
1
(242)

429
(43)
(348)
—
3

(33)
12
20
40
(8)
155
354
509

315
60
(8)
—
1
3
(117)
—
1

3
51
336

(60)
—
(35)
(432)
325
(3)
(205)

43
(66)
—
(145)
27

(14)
—
8
(147)
1
(15)
369
354

16
—
(2)
(38)
(1,088)
39
75
—
(32)

8
23
(19)

(6)
338
111
(18)
—
—
425

10
(12)
(38)
—
—

—
—
2
(38)
—
368
1
369

See accompanying notes to consolidated financial statements.

F-24

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S

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2014, 2013 and 2012

(1) Basis of Presentation

During October 2013, the Board of Directors of Liberty Interactive Corporation and its subsidiaries (“Liberty”)
authorized a plan to distribute to the stockholders of Liberty’s Liberty Ventures common stock shares of a wholly-owned
subsidiary, Liberty TripAdvisor Holdings, Inc. (“TripCo” or the “Company”) (the “Trip Spin-Off”). TripCo holds the
subsidiaries TripAdvisor, Inc. (“TripAdvisor”) and BuySeasons, Inc., which includes the retail businesses of
BuyCostumes.com and Celebrate Express (“BuySeasons”), both of which operate as stand-alone operating entities. Both
TripAdvisor and BuySeasons have more revenue in the third quarter, based on a higher travel research period and the
Halloween period, respectively, as compared to the other quarters of the year. The Trip Spin-Off was completed on August
27, 2014 and 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 was intended to be tax-free and was accounted for at historical cost
due to the pro rata nature of the distribution to shareholders of Liberty Ventures common stock.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted
accounting principles in the United States (“GAAP”) and represent a combination of the historical financial information
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 for a more detailed discussion of transactions related to TripAdvisor) and BuySeasons.
Although TripAdvisor was reported as a combined company in 2012, these financial statements present all prior periods
as consolidated. These financial statements refer to the combination of TripAdvisor and BuySeasons as “TripCo,” “the
Company,” “us,” “we” and “our” in the notes to the consolidated financial statements. All significant intercompany
accounts and transactions have been eliminated in the consolidated financial statements.

Description of Business

TripAdvisor is an online travel company, empowering users to plan and book the perfect trip. TripAdvisor’s travel
research platform aggregates reviews and opinions of members about accommodations, destinations, activities and
attractions, and restaurants throughout the world so that its users have access to trusted advice wherever their trip takes
them. TripAdvisor’s platform not only helps users plan their trip with its unique user-generated content, but also enables
users to compare real-time pricing and availability so that they can book hotels, vacation rentals, flights, activities and
attractions, and restaurants. TripAdvisor-branded websites include tripadvisor.com in the United States and localized
versions of the website in 45 countries, including in China under the brand daodao.com. In addition to the flagship
TripAdvisor brand, TripAdvisor manages and operates 24 travel media brands, connected by the common goal of providing
comprehensive travel planning resources across the travel sector. Substantially all of TripAdvisor’s revenue is derived
from advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising sales. In
addition, TripAdvisor earns revenue through a combination of subscription-based and transaction-based offerings
including: Business Listings; subscription and commission-based offerings from its Vacation Rental products, transaction
revenue from selling room nights through Jetsetter and Tingo, selling destination activities and fulfilling online restaurant
reservations through Viator and Lafourchette, respectively and other revenue including content licensing.

Founded in 1999 as an internet specialty retailer, BuySeasons is an online retailer and supplier of costumes,
accessories, seasonal décor, and party supplies. BuySeasons is dedicated to offering a large selection at affordable prices
through its brands BuyCostumes.com and Celebrate Express. BuyCostumes.com is a leading costume and party retailer
on the web. BuySeasons acquired the family friendly retailer, Celebrate Express, in 2008. BuySeasons also operates a
private-label drop ship program for other Internet retailers.

F-26

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Spin-Off of TripCo from Liberty

Following the Trip 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 Trip 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 Trip 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 Trip Spin-Off, certain conditions to the Trip Spin-Off and provisions
governing the relationship between TripCo and Liberty with respect to and resulting from the Trip 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 will reimburse Liberty Media for direct,
out-of-pocket expenses incurred by Liberty Media in providing these services and TripCo will pay a services fee to Liberty
Media under the services agreement that will be subject to adjustment semi-annually, as necessary.

Under the facilities sharing agreement, TripCo will share office space with Liberty, Liberty Media and Liberty
Broadband Corporation (“LBC”) 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 Trip 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 Trip
Spin-Off).

In October 2014, the Internal Revenue Service (“IRS”) completed its examination of the Trip Spin-Off and
notified Liberty that it agreed with the nontaxable characterization of the transaction. Liberty expects to execute a Closing
Agreement with the IRS documenting this conclusion in 2015.

(2) Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash consists of cash deposits held in global financial institutions. Cash equivalents consist of highly liquid

investments with maturities of three months or less at the time of acquisition.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are generally due within 30 days and are recorded net of an allowance for doubtful accounts.
Such allowance aggregated $7 million and $4 million at December 31, 2014 and 2013, respectively. For accounts
outstanding longer than the contractual payment terms, the Company determines an allowance by considering a number
of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s
ability to pay its obligations to us, and the condition of the general economy and industry as a whole.

F-27

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Inventory

Inventory, which consists of party and costume merchandise held for sale, is stated at the lower of cost or market,
determined on a first-in, first-out method. Inventory is stated net of valuation adjustments and inventory obsolescence
reserves, equal to the difference between the cost of inventory and the estimated market value, of approximately $3 million
and $2 million as of December 31, 2014 and 2013, respectively. The Company recorded a $3 million reduction in the value
of inventory during each of the years ended 2014 and 2013 due to the amount of aged inventory on-hand. This charge is
included in cost of goods sold in the statement of operations. Additionally, the Company sold approximately $4 million of
previously reserved inventory during 2014.

Investments

All marketable debt and equity securities held by the Company are classified as available-for-sale (“AFS”) and
are carried at fair value generally based on quoted market prices. Fair values are determined for each individual security
in the investment portfolio. Unrealized gains and losses, net of taxes, arising from changes in fair value are reported in
accumulated other comprehensive income (loss) as a component of equity.

The classification of investments is determined at the time of purchase and reevaluated at each balance sheet date.
We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer,
industry group and currency. The policy requires investments to be investment grade, with the primary objective of
minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and
capital spending requirements and debt repayments.

Marketable debt securities are classified as either short-term or long-term based on each instrument’s underlying
contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date.
Marketable debt securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at
the balance sheet date will be classified as short-term and marketable debt securities with maturities greater than 12 months
from the balance sheet date will generally be classified as long-term. We classify our marketable equity securities, limited
to money market funds and mutual funds, as either short-term or long-term based on the nature of each security and its
availability for use in current operations.

Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost
basis. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but
not limited to, anticipation of credit deterioration and liquidity and duration management. The weighted average maturity
of our total invested cash shall not exceed 18 months, and no security shall have a final maturity date greater than three
years.

F-28

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Property and Equipment

Property and equipment consists of the following (amounts in millions):

Furniture and other equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Computer equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

14
50
34
89
187

10
26
13
6
55

December 31,

2014

2013

Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment,
equipment and furniture and other equipment. Leasehold improvements are depreciated using the straight-line method,
over the shorter of the estimated useful life of the improvement or the remaining term of the lease. Construction-in-progress
costs are related to TripAdvisor’s build-to-suit lease obligation during the years ended December 31, 2014 and 2013, as
discussed in note 12.

Leases

The Company, through its consolidated companies, leases facilities in several countries around the world and
certain equipment under non-cancelable lease agreements. The terms of some of the lease agreements provide for rental
payments on a graduated basis. Rent expense is recognized on a straight-line basis over the lease period and accrued as
rent expense incurred but not paid. Any lease incentives are recognized as reductions of rental expense on a straight-line
basis over the term of the lease. The lease term begins on the date we become legally obligated for the rent payments or
when we take possession of the office space, whichever is earlier.

We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where
we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent we are involved in the
construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of
facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-
leaseback accounting guidance. If we continue to be the deemed owner, the facilities are accounted for as financing leases.

Intangible Assets

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible
assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested
for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed
during the fourth quarter of each year.

The Company utilizes a qualitative assessment for determining whether step one of the goodwill impairment
analysis is necessary. The accounting guidance permits entities to first assess qualitative factors to determine whether it is
more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether
it is necessary to perform the two-step goodwill impairment test. In evaluating goodwill on a qualitative basis the Company
reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant
accounting guidance to determine whether it is more likely than not that an indicated impairment exists for any of our

F-29

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific
conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal
environments and how these factors might impact company specific performance in future periods. As part of the analysis,
the Company also considers fair value determinations for certain reporting units that have been made at various points
throughout the current and prior years for other purposes.

If a step one test is considered necessary based on the qualitative factors, the Company compares the estimated
fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments,
including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market
multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in
Liberty's valuation analysis are based on management's best estimates considering current marketplace factors and risks
as well as assumptions of growth rates in future years. There is no assurance that actual results in the future will
approximate these forecasts. For those reporting units whose carrying value exceeds the fair value, a second test is required
to measure the impairment loss (the "Step 2 Test"). In the Step 2 Test, the fair value of the reporting unit is allocated to all
of the assets and liabilities of the reporting unit with any residual value being allocated to goodwill. The difference between
such allocated amount and the carrying value of the goodwill is recorded as an impairment charge.

The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is
more likely than not that an indefinite-lived intangible asset is impaired. If the qualitative assessment supports that it is
more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill,
exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible
asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. See note 6 for discussion
of goodwill impairment for the year ended December 31, 2012.

Websites and Internal Use Software Development Costs

Certain costs incurred during the application development stage related to the development of websites and
internal use software are capitalized and included in other intangibles. Capitalized costs include internal and external costs,
if direct and incremental, and deemed by management to be significant. Costs related to the planning and post-
implementation phases of software and website development are expensed as these costs are incurred. Maintenance and
enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless
such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in
which case the costs are capitalized.

Impairment of Long-lived Assets

The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets
(other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that
such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected
undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment
is to be recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their
fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting
estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to
estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset
groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell.

F-30

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Noncontrolling Interests

Noncontrolling interest relates to the equity ownership interest in TripAdvisor that the Company does not own.
The Company reports noncontrolling interests of consolidated companies within equity in the consolidated balance sheets
and the amount of net income attributable to the parent and to the noncontrolling interest is presented in the consolidated
statement of operations. Also, changes in ownership interests in consolidated companies in which the Company maintains
a controlling interest are recorded in equity.

Foreign Currency Translation and Transaction Gains and Losses

The functional currency of the Company is the United States (“U.S.”) dollar. The functional currency of the
Company’s foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities
of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated
statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting
unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated
other comprehensive earnings in 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 the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized
(based on the applicable period-end exchange rate) or realized upon settlement of the transactions.

Accordingly, we have recorded foreign exchange losses of $10 million, $0 million and $0 million for the years
ended December 31, 2014, 2013 and 2012, respectively, in other, net on our consolidated statement of operations. These
amounts include gains and losses, realized and unrealized, on foreign currency forward contracts.

Revenue Recognition

Revenue is recognized from the sale of goods and advertising services rendered 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. Deferred revenue, which primarily relates to subscription-based
programs, is recorded when payments are received in advance of TripAdvisor’s performance as required by the underlying
agreements.

Click-based Advertising—Revenue is derived primarily from click-through fees charged to TripAdvisor’s travel
partners for traveler leads sent to the travel partners’ website. TripAdvisor records revenue from click-through fees after
the traveler makes the click-through to the travel partners’ websites. Instant Booking commission revenue is recorded at
the time a traveler books a hotel transaction on TripAdvisor’s site where TripAdvisor does not assume cancellation risk.
In transactions in which TripAdvisor assumes cancellation risk, it records revenue when it receives cash from its travel
partners, given the current uncertainty of the traveler’s stay. TripAdvisor has no post-booking service obligations for Instant
Booking Transactions.

Display and Other Advertising—TripAdvisor recognizes 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 contractual period over which service is delivered.

Subscriptions, Transactions and Other—Subscription revenue, from the vacation rentals and restaurants
businesses, is recorded as deferred revenue and recognized ratably on a straight-line basis over the contractual period over

F-31

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

which the respective service is delivered. TripAdvisor recognizes reservation revenue from the restaurant business on a
transaction-by-transaction basis as diners are seated by its restaurant customers. The transactions revenue, from the
vacation rentals and attractions businesses, is primarily commission based revenue which is recorded as deferred revenue
and recognized upon completion of stays or activities or as the consumer’s refund privileges lapse. Additionally, cash is
typically collected at the time of booking and recorded as deferred merchant payables in the consolidated balance sheet
and later paid to the merchant after the stay or activity.

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 $2 million, $3 million and $4 million for each of the years ended December 31, 2014, 2013 and 2012,
respectively. Shipping revenue is included in net sales and the related costs of shipping are included in cost of goods sold.
Sales tax collected from customers on retail sales is recorded on a net basis and is not included in revenue.

Cost of Goods Sold

Cost of sales primarily includes actual product cost, provision for obsolete inventory, buying allowances received

from suppliers, shipping and handling costs and warehouse costs.

Operating Expense

Operating expenses consist primarily of certain technology and content expenses, including personnel and
overhead expenses which include salaries and benefits, stock-based compensation expense and bonuses for salaried
employees and contractors engaged in the design, development, testing and maintenance of TripAdvisor’s website and
mobile apps. Operating expense also includes to a lesser extent costs of services which are expenses that are closely
correlated or directly related to service revenue generated, including advertising fees, flight search fees, credit card fees
and data center costs. Other costs include licensing, maintenance expense, computer supplies and technology hardware.

General and Administrative

General and administrative expenses consist 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
TripAdvisor’s charitable foundation costs.

Selling and Marketing

Selling and marketing expenses primarily consist of direct costs, including search engine marketing, or SEM, and
catalogue costs. In addition, our indirect sales and marketing expense consists of personnel and overhead expenses,
including salaries, commissions, benefits, and bonuses for sales, sales support, customer support and marketing employees.

The Company incurs advertising expense consisting of traffic generation costs from search engines and Internet
portals, other online and offline advertising expense, promotions and public relations to promote our brands. Costs
associated with advertisements are expensed in the period in which the advertisement takes place. Advertising expense
was $357 million, $251 million and $32 million for each of the years ended December 31, 2014, 2013 and 2012,
respectively.

F-32

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Stock-Based Compensation

As more fully described in note 9, Liberty has previously granted to its directors, employees and employees of
its subsidiaries options, restricted stock and stock appreciation rights (“SARs”) to purchase shares of Liberty Interactive
and/or Liberty Ventures common stock (collectively, “Awards”). Liberty measures the cost of employee services received
in exchange for an Award of equity instruments (such as stock options and restricted stock) based on the grant-date fair
value of the Award, and recognizes that cost over the period during which the employee is required to provide service
(usually the vesting period of the Award). Liberty measures the cost of employee services received in exchange for an
Award of liability instruments (such as stock appreciation rights that will be settled in cash) based on the current fair value
of the Award, and remeasures the fair value of the Award at each reporting date. Certain outstanding awards that were
previously granted by Liberty were assumed by TripCo upon the completion of the Trip Spin-Off. Additionally, as of
December 2012 TripAdvisor is a consolidated company and TripAdvisor has issued stock-based compensation to its
employees related to their common stock. The consolidated statements of operations include stock-based compensation
related to TripAdvisor equity in addition to Liberty Awards already held by BuySeasons employees.

Included in the accompanying consolidated statements of operations are the following amounts of stock-based

compensation for the years ended December 31, 2014 and 2013 (amounts in millions):

Operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Selling, general and administrative . . . . . . . . . . . . . . . . . . . .

December 31,

2014

2013

32
42
74

26
34
60

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying value
amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax
credit carryforwards. The deferred tax assets and liabilities are calculated using enacted tax rates in effect for each taxing
jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered
or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than
not that such net deferred tax assets will not be realized. We consider all relevant factors when assessing the likelihood of
future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future
taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax
planning strategies. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in
income in the period that includes the enactment date. Due to inherent complexities arising from the nature of our
businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated
operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from
these estimates.

When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes
interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest
expense is included in income tax expense in the accompanying consolidated statements of operations. Any accrual of
penalties related to underpayment of income taxes on uncertain tax positions is included in income tax (expense) benefit
in the accompanying consolidated statements of operations.

F-33

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

We recognize in our consolidated financial statements the impact of a tax position, if that position is more likely

than not to be sustained upon an examination, based on the technical merits of the position.

Deferred Merchant Payables

TripAdvisor receives cash from travelers at the time of booking related to its vacation rental, attractions and
transaction-based businesses and it records these amounts, net of commissions, on its consolidated balance sheets as
deferred merchant payables. TripAdvisor pays the hotel, destination activity operators or vacation rental owners after the
travelers’ use and subsequent billing from the hotel, attraction provider or vacation rental owners. Therefore, it receives
cash from the traveler prior to paying the hotel, destination activity operator or vacation rental owners, and this operating
cycle represents a working capital source or use of cash to TripAdvisor. As long as these businesses grow, TripAdvisor
expects that changes in working capital related to these transactions, depending on timing of payments and seasonality,
will continue to impact operating cash flows. TripAdvisor’s deferred merchant payables balance was $93 million and $30
million for the years ended December 31, 2014 and 2013, respectively. A payable balance of $76 million was acquired
during the year ended December 31, 2014, primarily related to the Viator acquisition reflected in the net liabilities assumed
as reported in note 3.

Certain Risks and Concentrations

The TripAdvisor business is subject to certain risks and concentrations including dependence on relationships
with its customers. TripAdvisor is highly dependent on advertising relationships with Expedia and Priceline, which each
accounted for more than 10% of TripAdvisor’s consolidated revenue and combined accounted for approximately 46% and
47% of its total revenue in 2014 and 2013, respectively (TripCo revenue includes only a small portion of the TripAdvisor
revenue in 2012 due to the timing of the acquisition), see notes 4 and 11. As of December 31, 2014 and 2013, Expedia
accounted for 15% and 14%, respectively, of TripAdvisor’s total accounts receivable.

Contingent Liabilities

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure.
When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can
be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure
in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there
is a reasonable possibility that a loss may have been incurred that would be material to the financial statements. Significant
judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably
estimable. We base accruals made on the best information available at the time which can be highly subjective. The final
outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial
statements.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of net income (loss), cumulative foreign currency translation adjustments,

and unrealized gains and losses on available-for-sale securities, net of tax.

Earnings (Loss) per Common Share (EPS)

Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted
average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis
of potential common shares as if they had been converted at the beginning of the periods presented.

F-34

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

The Company issued 73,685,924 common shares, which is the aggregate number of shares of Series A and Series
B common stock outstanding upon the completion of the Trip Spin-Off on August 27, 2014. The number of shares issued
in the Trip Spin-Off is being used for both basic and diluted earnings per share for all periods prior to the date of the Trip
Spin-Off as no Company equities or equity awards were outstanding prior to the Trip Spin-Off.

Year Ended
December 31,
2014

number of shares

in millions

Basic EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potentially dilutive shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

74
—
74

Estimates

The preparation of financial statements in conformity with GAAP requires management 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. Actual results could differ from those estimates. The
Company considers (i) recoverability and recognition of goodwill, intangible and long-lived assets, (ii) accounting for
income taxes and (iii) stock-based compensation to be its most significant estimates.

Prior to December 2012, the Company’s investment in TripAdvisor was accounted for using the equity method.
The Company did not control the decision making process or business management practices of TripAdvisor during the
time that this investment was accounted for as an equity method investment. Accordingly, the Company relied on the
management of TripAdvisor to provide it with accurate financial information prepared in accordance with GAAP that the
Company used in the application of the equity method. In addition, TripAdvisor obtained audit reports that were provided
by the affiliate’s independent auditors on its financial statements, which provided additional comfort over financial
information. The Company is not aware, however, of any errors in or possible misstatements of the financial information
provided by TripAdvisor that would have a material effect on the Company’s consolidated financial statements.

Reclassifications

TripAdvisor no longer considers Expedia a related party. Certain reclassifications have been made to conform
the prior period to the current presentation relating to Expedia transactions, which includes the reclassification of revenue
from Expedia on our statements of operations for the year ending December 31, 2013 and 2012 of $217 million and $8
million, respectively, to service and other revenue and the reclassification of receivables at December 31, 2013 of $16
million, from Expedia Inc., net on our consolidated balance sheets to trade and other receivables. These reclassifications
had no net effect on TripAdvisor’s consolidated financial statements.

All other reclassifications, made to conform the prior periods to the current presentation, were not material and

had no net effect on our consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers. The new
guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised
goods or services to customers. The updated guidance will replace most existing revenue recognition guidance in GAAP

F-35

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

when it becomes effective and permits the use of either a retrospective or cumulative effect transition method. This
guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016.
The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will
have on its financial statements and related disclosures.

(3) Supplemental Disclosures to Consolidated Statements of Cash Flows

Cash paid for acquisitions:

Intangibles not subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Intangibles subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of other assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets (liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of previously held ownership interest . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cash paid for acquisitions, net of cash (acquired) . . . . . . . . . . . . . . . . . . $
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(4) TripAdvisor, Inc. Transactions

2014

Years ended December 31,
2013
amounts in millions

2012

253
194
25
(96)
(40)
(5)
—
—

331
8
54

30
19
2
(15)
1
(2)
—
—
35
9
50

5,259
1,165
349
(158)
(417)
(964)
(1,004)
(4,341)
(111)
—
18

During the fourth quarter of 2011 Expedia, Inc. completed the pro-rata spin-off of TripAdvisor, which was a
wholly owned subsidiary of Expedia prior to the spin-off. TripCo held a non-controlling equity interest in Expedia at the
time of the spin-off (the “Expedia Spin-Off”). Upon completion of the Expedia Spin-Off, TripCo’s investment in
TripAdvisor was treated as an equity contribution from Liberty (at book value) to TripCo. TripCo share of earnings of
TripAdvisor for the year ended December 31, 2012 was $38 million.

During May 2012, TripCo sold approximately 8.5 million shares of TripAdvisor for cash proceeds of
$338 million. The sale resulted in a $288 million gain recorded in gain (losses) on transactions, net, based on the average
cost of those shares, in the statement of operations.

Throughout the year ended December 31, 2012, TripCo recorded approximately $32 million of gains related to
the impact of TripAdvisor issuing additional equity, at an amount in excess of our per share investment, primarily the result
of warrants and options exercised. These gains are reflected in the other, net line item in the statement of operations.

On December 11, 2012, TripCo acquired approximately 4.8 million additional shares of common stock of
TripAdvisor (an additional 4% equity ownership interest), for approximately $300 million, along with the right to control
the vote of the shares of TripAdvisor’s common stock and class B common stock (which holds 10 votes per share) owned
by the Company. Following the transaction, TripCo owned approximately 22% of the equity and 57% of the total votes of
all classes of TripAdvisor common stock. In accordance with TripAdvisor’s outstanding governance arrangements, 25%
of the members of TripAdvisor’s board of directors are elected by a vote of a plurality of the common stock (e.g., the low-
vote shares of TripAdvisor), voting as a single class, and the remainder of the members of TripAdvisor’s board of directors
are elected by a vote of a plurality in voting power of the common stock and Class B common stock of TripAdvisor, voting

F-36

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

together as one class. The governing documents of TripAdvisor do not create a classified board of directors, and do not
prohibit shareholder action by written consent and, accordingly, TripCo has the ability to replace a majority of the board
of directors of TripAdvisor at any time. Consequently, as no other protective or participating rights exist for the minority
voting interest, TripCo was required to consolidate TripAdvisor. Accordingly, TripCo applied the applicable purchase
accounting guidance and recorded a gain on the acquisition of $800 million on its ownership interest held prior to the
transaction, recognized in the gain (loss) on transactions, net line in the consolidated statements of operations. The fair
value (Level 1) of TripCo’s ownership interest previously held and the fair value of the noncontrolling interest was
determined based on the trading price of TripAdvisor common shares on the last trading day prior to the transaction.
Additionally, the noncontrolling interest includes the fair value (Level 2) of TripAdvisor’s fully vested options outstanding
at the date of acquisition. Following the transaction date TripAdvisor is a consolidated company with a 78% noncontrolling
interest accounted for in equity and the consolidated statements of operations.

The final purchase price allocation for TripAdvisor is as follows (amounts in millions):

Fair value of ownership interest held prior to transaction . . . . . . . . . . . . . . . . . $
Controlling interest acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tradenames . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets subject to amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,004
300
4,341
5,645
411
116
233
3,429
1,830
1,165
(417)
(158)
(964)
5,645

The pro forma summarized unaudited statements of operations of TripCo were prepared utilizing the historical

financial statements of TripAdvisor, giving effect to purchase accounting related adjustments made at the time of

F-37

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

acquisition and excluding the impact of the gain from combination, as if the transaction discussed above occurred on
January 1, 2010, are as follows (amounts in millions):

Summary Operations Data:

Year ended

December 31,

2012
(unaudited)

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net earnings (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .
Less earnings (loss) attributable to the noncontrolling interests . . . . . . . . . . . .
Net earnings (loss) from continuing operations attributable to TripCo

shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Unaudited pro forma basic net earnings (loss) attributable to TripCo

892
63
(38)
10
47

(37)

shareholder per common share (note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(0.5)

This pro forma information 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 if the transaction had happened previously and TripCo controlled TripAdvisor during the periods presented.

Acquisitions

During the year ended December 31, 2014, TripAdvisor completed seven acquisitions for total cash consideration
of $331 million, net of cash acquired. The total cash consideration is subject to adjustment based on the finalization of
working capital adjustments for Restopolis and Iens and amounts retained with payment subject to certain indemnification
obligations by the respective sellers. TripAdvisor acquired Vacation Home Rentals, a U.S.-based vacation rental website
featuring properties around the world; London-based Tripbod, a travel community that helps connect travelers to local
experts to deliver travelers relevant recommendations for trip planning; Lafourchette, a provider of an online and mobile
reservations platform for restaurants in Europe; Viator a platform for researching and booking destination activities around
the world; MyTable and Restopolis, a provider of an online and mobile reservations platform for restaurants in Italy; Iens,
a provider of an online and mobile reservations platform for restaurants in the Netherlands.

The following table presents the purchase price allocations initially recorded on our consolidated balance sheet

for all 2014 acquisitions (in millions):

Net assets (including acquired cash) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total purchase price consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94
253
194
(40)
(101)
400

F-38

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

The excess purchase price over identifiable net tangible assets of $253 million has been recorded to goodwill in
the accompanying consolidated balance sheet as of December 31, 2014. The goodwill in these transactions is primarily
attributable to expected operational synergies, the assembled workforces, and the future development initiatives of the
assembled workforces. Approximately $5 million of goodwill is expected to be deductible for tax purposes. A total of
$194 million was allocated to identifiable intangible assets subject to amortization, including customer and supplier
relationships, tradenames, subscription relationships, developed technology and other intangibles. The weighted-average
life of the identifiable definite-lived intangible assets acquired in 2014 is 7.2 years and will be amortized on a straight-line
basis. Pro forma financial information related to these acquisitions has not been provided as they are not material to our
consolidated results of operations.

During the year ended December 31, 2013, TripAdvisor completed six acquisitions for total cash consideration
of approximately $35 million, net of cash acquired. The total cash consideration is subject to adjustment based on certain
indemnification obligations by the respective sellers for TripAdvisor’s benefit in future periods. During 2013, TripAdvisor
acquired TinyPost, the developer of a product that enables users to write over photos and turn them into stories; Jetsetter,
a members-only private sale site for hotel bookings; CruiseWise, a cruise research and planning site; Niumba, a Spain-
based vacation rental site; GateGuru, a mobile app with flight and airport information around the world; Oyster, a hotel
review website featuring expert reviews and photos around the world, all of which complement TripAdvisor’s existing
brands in those areas of the travel ecosystem. The purchase price allocation for the 2013 acquisitions is considered final at
December 31, 2014.

The total purchase price of these acquisitions, all of which were accounted for as purchases of businesses under
the purchase accounting method, has been allocated to the tangible and identifiable intangible assets acquired and the net
liabilities assumed based on their respective fair values on the acquisition date. As of December 31, 2014, the purchase
price allocation of TripAdvisor’s 2014 acquisitions is preliminary and subject to revision as more information becomes
available, but in any case will not be revised beyond 12 months after the acquisition date. Any change to the fair value of
net liabilities acquired will lead to a corresponding change to the purchase price allocable to goodwill on a retroactive
basis. The primary areas of the purchase price allocation that are not yet finalized are related to the fair values of certain
liabilities and income tax balances. Approximately $4 million of acquisition-related costs were expensed as incurred during
the year ended December 31, 2014 and are included in general and administrative expenses in the consolidated statements
of operations.

(5) Assets and Liabilities Measured at Fair Value

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs
to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active
markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2
inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability,
either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have
any recurring assets or liabilities measured at fair value that would be considered Level 3.

F-39

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

The Company’s assets and liabilities measured at fair value are as follows:

December 31, 2014

December 31, 2013

Quoted prices Significant

Description

in active

markets for
identical assets
(Level 1)

Total

Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 58
Marketable securities . . . . . . . . . . . . . . . . . . . $ 108
Available-for-sale securities . . . . . . . . . . . . . . $ 31

58
—
—

other
observable
inputs
(Level 2)
(amounts in millions)
156
131
188

—
108
31

Total

in active

markets for
identical assets
(Level 1)

other
observable
inputs
(Level 2)

156
—
—

—
131
188

The fair value of Level 2 marketable securities and available-for-sale securities were obtained from pricing

sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets.

Other Financial Instruments

Other financial instruments not measured at fair value on a recurring basis include trade receivables, related party
receivables, trade payables, accrued and other current liabilities. The carrying amount approximates fair value due to the
short maturity of these instruments as reported on our consolidated balance sheets.

(6) Goodwill and Other Intangible Assets

Goodwill and Indefinite Lived Intangible Assets

Changes in the carrying amount of goodwill are as follows (amounts in millions):

Balance at January 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Acquisition (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

3,429
30
1
3,460
253
(22)
3,691

—
—
—
—
—
—
—

3,429
30
1
3,460
253
(22)
3,691

TripAdvisor

Corporate
and Other

Total

(1) Additions to goodwill relate to TripAdvisor’s acquisitions. See “Note 4 – TripAdvisor Transactions,” for further

information.

(2) Other changes are primarily due to foreign currency translation on goodwill.

As presented in the accompanying consolidated balance sheet, trademarks are the other significant indefinite lived

intangible asset and the change from the prior year is due to the change in foreign exchange rates.

F-40

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Intangible Assets subject to amortization

Intangible assets subject to amortization are comprised of the following:

December 31, 2014

December 31, 2013

Weighted
Average
Remaining carrying Accumulated carrying carrying Accumulated carrying
amortization amount
Useful Life amount

amortization amount

amount

Gross

Net

Customer relationships . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . .

(in years)
7
7

979
415
1,394

(456)
(107)
(563)

(in millions)
523
308
831

996
227
1,223

(258)
(57)
(315)

738
170
908

Amortization of TripAdvisor intangible assets acquired during 2012 is expected to match the usage of the related

assets and are being amortized on an accelerated basis as reflected in table below.

Amortization expense was $279 million, $303 million and $13 million for the years ended December 31, 2014,

2013 and 2012, respectively.

The estimated future amortization expense for the next five years related to intangible assets with definite lives
as of December 31, 2014, assuming no subsequent impairment of the underlying assets, is as follows (amounts in millions):

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

233
185
167
102
99

Impairments

During the years ended December 31, 2014, 2013 and 2012, we recorded impairments related to BuySeasons,
presented in the statements of operations, which is included in the Corporate and Other segment. The impairments are
primarily related to trademarks and goodwill. Continued declining operating results as compared to budgeted results and
certain trends required a quantitative impairment test and a determination of fair value for BuySeasons. This fair value,
including the related intangibles and goodwill, was determined using projections of future operating performance and
applying a combination of market multiples (market approach) and discounted cash flow (income approach) calculations
(Level 3). As of December 31, 2014 the accumulated impairment losses for BuySeasons was $44 million.

F-41

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

(7) Debt

Outstanding debt at December 31, 2014 and 2013 is summarized as follows:

December 31,
2014
amounts in millions

December 31,
2013

TripAdvisor term loan and revolving credit facility . . . . . . . . . . . . $
TripCo debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chinese credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total consolidated TripCo debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less debt classified as current . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

300
404
38
742
(78)
664

340
—
29
369
(69)
300

TripAdvisor Term Loan Facility Due 2016 and Revolving Credit Facility

Overview

On December 20, 2011, TripAdvisor entered into a Credit Agreement, which provides $600 million of borrowing

including:

•

a Term Loan Facility, or Term Loan, in an aggregate principal amount of $400 million with a term of five
years due December 2016; and

a Revolving Credit Facility in an aggregate principal amount of $200 million available in U.S. dollars, Euros
and British pound sterling with a term of five years expiring December 2016.

The Term Loan and any loans under the Revolving Credit Facility bear interest by reference to a base rate or a
Eurocurrency rate, in either case plus an applicable margin based on TripAdvisor’s leverage ratio. TripAdvisor is also
required to pay a quarterly commitment fee, on the average daily unused portion of the Revolving Credit Facility for each
fiscal quarter and fees in connection with the issuance of letters of credit. The Term Loan and loans under the Revolving
Credit Facility currently bear interest at LIBOR plus 150 basis points, or the Eurocurrency Spread, or the alternate base
rate (“ABR”) plus 50 basis points, and undrawn amounts are currently subject to a commitment fee of 22.5 basis points.

As of December 31, 2014 TripAdvisor used a one-month interest period Eurocurrency Spread which is
approximately 1.7% per annum. As of December 31, 2014, interest is payable on a monthly basis while TripAdvisor is
borrowing under the one-month interest rate period. The current interest rates are based on current assumptions, leverage
and LIBOR rates and do not take into account that rates will reset periodically.

The Term Loan principal is currently repayable in quarterly installments on the last day of each calendar quarter
equal to 2.5% of the original principal, with the balance due on the final maturity date. Principal payments aggregating
$40 million were made during the year ended December 31, 2014.

The Revolving Credit Facility includes $40 million of borrowing capacity available for letters of credit and
$40 million for borrowings on same-day notice. As of December 31, 2014 there were no outstanding borrowings under
the Revolving Credit Facility. As of December 31, 2014, there were $1 million of outstanding letters of credit against the
Revolving Credit Facility.

F-42

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

The remaining future minimum principal payment obligations due under the Credit Agreement related to the Term

Loan is as follows (amounts in millions):

Year Ended December 31,
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Payment
Amount

40
260
300

Prepayments

TripAdvisor may voluntarily repay any outstanding borrowing under the Credit Agreement at any time without

premium or penalty, other than customary breakage costs with respect to Eurocurrency loans.

Guarantees

All obligations under the Credit Agreement are unconditionally guaranteed by TripAdvisor and each of
TripAdvisor’s existing and subsequently acquired or organized direct or indirect wholly-owned domestic and foreign
restricted subsidiaries, subject to certain exceptions for subsidiaries that are controlled foreign corporations, foreign
subsidiaries in jurisdictions where applicable law would otherwise be violated, and non-material subsidiaries.

Covenants

The Credit Agreement contains a number of covenants that, among other things, restrict TripAdvisor’s ability to
incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations,
sell or transfer assets, pay dividends and distributions or repurchase their capital stock, make investments, loans or
advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with
affiliates, amend material agreements governing certain subordinated indebtedness, and change their fiscal year. The Credit
Agreement also requires TripAdvisor to maintain a maximum leverage ratio and a minimum cash interest coverage ratio,
and contain certain customary affirmative covenants and events of default, including a change of control. If an event of
default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration
of all amounts due under Credit Agreement and all actions permitted to be taken by a secured creditor.

TripAdvisor Chinese Credit Facilities

In addition to borrowings under the Credit Agreement, TripAdvisor maintains Chinese Credit Facilities. As of
December 31, 2014 and 2013, there were approximately $38 million and $28 million of short term borrowings outstanding,
respectively.

Certain of TripAdvisor’s Chinese subsidiaries entered into a RMB 189,000,000 (approximately $30 million), one
-year revolving credit facility with Bank of America (the “Chinese Credit Facility—BOA”) that is currently subject to
review on a periodic basis with no specific expiration period. As of December 31, 2014, approximately $19 million of
borrowings were outstanding under this credit facility. The Chinese Credit Facility—BOA bears interest based at 100% of
the People’s Bank of China’s base rate, which was 5.6% as of December 31, 2014.

In addition, certain of TripAdvisor’s Chinese subsidiaries entered into a RMB 125,000,000 (approximately
$20 million) one-year revolving credit facility with J.P. Morgan Chase Bank (“Chinese Credit Facility—JPM”). As of
December 31, 2014, approximately $19 million of borrowings are outstanding under this credit facility. The Chinese Credit

F-43

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Facility—JPM bears interest based at 100% of the People’s Bank of China’s base rate, which was 5.6% as of December
31, 2014.

TripCo Debt

On August 21, 2014, a wholly owned subsidiary of TripCo (“TripSPV”), entered into two margin loan agreements
which aggregated total borrowings of $400 million. Prior to the Trip Spin-Off, approximately $348 million of such amount
was distributed to Liberty. Common Stock and Class B Common Stock of TripAdvisor were pledged as collateral pursuant
to these agreements. Each agreement contains language that indicates that TripSPV, as borrower and transferor of
underlying shares as collateral, has the right to exercise all voting, consensual and other powers of ownership pertaining
to the transferred shares for all purposes, provided that Liberty agrees that it will not vote the shares in any manner that
would reasonably be expected to give rise to transfer or certain other restrictions. Similarly, the loan agreements indicate
that no lender party shall have any voting rights with respect to the shares transferred, except to the extent that a lender
party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreements. The agreements
also contain certain restrictions related to additional indebtedness. Interest on the margin loans will accrue at a rate of
3.65% plus LIBOR for six months and 3.25% thereafter to be paid in kind or cash at the election of TripSPV. The Company
expects that interest on the loan will be paid in kind and added to the principal amount on the loan. The term of the loan is
three years and the maturity date is August 22, 2017.

As of December 31, 2014, the values of TripAdvisor’s shares pledged as collateral pursuant to the margin loan
agreements, determined based on the trading price of the Common Stock and on an as-if converted basis for the Class B
Common Stock, are as follows:

Pledged Collateral

Number of Shares
Pledged

as Collateral as of Share value as of
December 31, 2014 December 31, 2014
amounts in millions

Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18.2 $
12.8 $

1,359
956

The outstanding margin loans contain various affirmative and negative covenants that restrict the activities of the

borrower. The loan agreements do not include any financial covenants.

Fair Value

Due to the primarily variable rate nature, TripCo believes that the carrying amount of its debt approximated fair

value at December 31, 2014 and 2013.

Debt Covenants

As of December 31, 2014, each of the Company and TripAdvisor was in compliance with its respective debt

covenants.

(8) Income Taxes

TripCo was included in the federal consolidated income tax return of Liberty prior to August 27, 2014. The tax
provision included in these financial statements has been prepared on a stand-alone basis, as if TripCo was not part of the

F-44

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

consolidated Liberty group. TripAdvisor, as a consolidated subsidiary for financial statement purposes, is not included in
the Liberty consolidated group tax return and is not included in the TripCo consolidated group tax return subsequent to the
Trip Spin-Off as TripCo owns less than 80% of TripAdvisor. Additionally, upon the completion of the Trip Spin-Off, the
unused stand-alone net operating losses of BuySeasons was treated as a deemed equity distribution at that date.
Furthermore, the income taxes payable allocated to TripCo by Liberty as of August 27, 2014 was treated as a deemed
equity contribution of $29 million from Liberty upon completion of the Trip Spin-Off. As of December 31, 2013 TripCo
had income taxes payable to Liberty of approximately $37 million.

Income tax benefit (expense) consists of:

Years ended
December 31,
2013
(amounts in millions)

2014

2012

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred:

Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . $

(77)
(22)
(6)
(105)

55
(16)
31
70
(35)

(32)
(10)
(20)
(62)

9
76
32
117
55

(41)
(7)
(1)
(49)

(68)
(8)
1
(75)
(124)

The following table presents a summary of our domestic and foreign earnings from continuing operations before

income taxes:

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Years ended
December 31,

2014

2013

2012

(amounts in millions)
4
40
44

(23)
(5)
(28)

1,104
—
1,104

F-45

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of

35% as a result of the following:

Years ended
December 31,
2013
(amounts in millions)

2014

2012

Computed expected tax benefits (expense) . . . . . . . . . . . $
State and local taxes, net of federal income taxes . . . . . .
Foreign taxes, net of foreign tax credits . . . . . . . . . . . . .
Change in estimated tax rate . . . . . . . . . . . . . . . . . . . . . .
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidation of TripAdvisor . . . . . . . . . . . . . . . . . . . . . .
Basis difference in consolidated subsidiary . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . .
Change in unrecognized tax benefits . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . $

(16)
(7)
28
(15)
—
—
(5)
(7)
(14)
1
(35)

10
(3)
15
46
—
—
—
(3)
(9)
(1)
55

(386)
(9)
(1)
—
(13)
294
(8)
—
—
(1)
(124)

During 2014, the Company incurred aggregate income tax expense related to an increase in its estimate of the
state effective tax rate used to measure its net deferred tax liabilities, based on a change to the Company’s estimated state
apportionment factors and an increase in its unrecognized tax benefits. This income tax expense was partially offset with
income tax benefits for earnings in foreign jurisdictions taxed at rates lower than the 35% U.S. federal tax rate.

During 2013, the Company changed its estimate of the effective state tax rate used to measure its net deferred tax
liabilities, based on expected changes to the Company’s state apportionment factors. The rate change required an
adjustment to the recognized deferred taxes at the TripAdvisor level.

The tax benefit from the change to consolidation of a previously held equity method affiliate for the year ended
December 31, 2012 is the result of the acquisition of a controlling interest in TripAdvisor in the fourth quarter of 2012.
The Company recorded an $800 million dollar gain on the transaction, due to the application of purchase accounting,
which was excluded from taxable income in 2012 and is not expected to be included in taxable income in the future. In
addition, a portion of the difference between the book basis and tax basis of the Company’s investment in TripAdvisor, as
previously accounted for under the equity method, was reversed as a result of the transaction.

F-46

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets

and deferred income tax liabilities are presented below:

Deferred tax assets:

Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liabilities:

Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

December 31,

2014
(amounts in millions)

2013

48
45
61
154
(23)
131

(870)
(12)
(57)
(939)
(808)

27
28
10
65
(15)
50

(869)
(8)
(19)
(896)
(846)

The Company’s deferred tax assets and liabilities are reported in the accompanying consolidated balance sheets

as follows:

Current deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Noncurrent deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

December 31,

2014
(amounts in millions)

2013

11
2
(821)
(808)

6
1
(853)
(846)

The Company’s valuation allowance increased $8 million in 2014. Of the net change in valuation allowance

during the year ended December 31, 2014, $7 million affected tax expense, and $1 million related to the Trip Spin-Off.

TripAdvisor has not provided for deferred U.S. income taxes on undistributed earnings of certain foreign
consolidated companies that it intends to reinvest permanently outside the United States; the total amount of such earnings
as of December 31, 2014 was $630 million. Should these earnings be distributed or treated under certain U.S. tax rules as
having distributed earnings of foreign consolidated companies in the form of dividends or otherwise, TripAdvisor 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.

At December 31, 2014, TripCo had gross net operating loss carryforwards for income tax purposes of
$245 million, which, if not utilized to reduce income tax liabilities in future periods, will expire at various times between
2015 and 2034. These net operating losses are expected to be utilized prior to expiration, except for $4 million state and
$19 million foreign net operating losses (on a tax effected basis), which based on current projections of state and foreign
taxable income may expire unused.

F-47

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

As of December 31, 2014, the Company had recorded tax reserves of $67 million related to unrecognized tax
benefits for uncertain tax positions, which is classified as long-term and included in other long-term liabilities. Prior to the
acquisition of a controlling interest in TripAdvisor during December 2012, the Company did not have any unrecognized
tax benefits for uncertain tax positions. If the unrecognized tax benefits were to be recognized for financial statement
purposes, approximately $65 million would be reflected in the Company’s tax expense and affect its effective tax rate. The
Company’s estimate of its unrecognized tax benefits related to uncertain tax positions requires a high degree of judgment.
The Company does not believe it is reasonably possible the gross unrecognized tax benefits may increase or be paid within
the next twelve months.

A reconciliation of unrecognized tax benefits is as follows (amounts in millions):

Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Additions based on tax positions related to the current year . . . . . .
Additions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . .
Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . .
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

36
13
18
—
67

24
12
4
(4)
36

Years ended
December 31,

2014

2013

As of December 31, 2014, Liberty’s 2001 through 2010 tax years are closed for federal income tax purposes, and
the IRS has completed its examination of Liberty’s 2011 and 2012 tax years. The tax loss carryforwards from the 2010
through 2012 tax years are still subject to adjustment. Liberty’s 2013 and 2014 tax years are being examined currently as
part of the IRS’s Compliance Assurance Process (“CAP”) program, and TripCo’s short tax year for 2014 is also being
examined currently as part of the CAP program. As discussed earlier, because TripCo’s ownership of TripAdvisor is less
than the required 80%, TripAdvisor does not consolidate with TripCo for federal income tax purposes. Prior to December
2011, Trip Advisor was included in the consolidated federal income tax returns filed by Expedia. Expedia’s 2009 and 2010
tax years are currently being audited by the IRS. TripAdvisor is undergoing a separate audit by the IRS for the 2012 tax
year. Various states are currently examining the Company’s prior year’s state income tax returns.

As of December 31, 2014 and 2013, the Company had recorded approximately $4 million and $2 million,

respectively, of accrued interest and penalties related to uncertain tax positions.

(9) Stock-Based Compensation

TripCo Incentive Plans

In connection with the Trip Spin-Off, awards with respect to Liberty Ventures Series A and Series B common
stock were converted to awards with respect to TripCo Series A and Series B common stock pursuant to the Liberty
TripAdvisor Holdings, Inc. Transitional Stock Adjustment Plan (“TSAP”). The TSAP governs the terms and conditions
of such stock options and stock appreciation rights (“SARs”) (collectively, “Awards”) in respect of a maximum of 1.1
million shares of TripCo common stock, to purchase shares of Series A and Series B TripCo common stock. No additional
grants may be made pursuant to the TSAP.

Pursuant to the Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (the “2014 Plan”), as amended,
the Company may grant Awards in respect of a maximum of 6.7 million shares of TripCo common stock. Awards generally
vest over 4-5 years and have a term of 7-10 years. TripCo issues new shares upon exercise of equity awards. The Company

F-48

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

measures the cost of employee services received in exchange for an Award of equity instruments (such as stock options
and restricted stock) based on the grant-date fair value of the Award, and recognizes that cost over the period during which
the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of
employee services received in exchange for an Award of liability instruments (such as SARs that will be settled in cash)
based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

In connection with the Trip Spin-Off in August 2014, all outstanding Awards with respect to Liberty Ventures
common stock (“Liberty Ventures Award”) were adjusted pursuant to the anti-dilution provisions of the incentive plans
under which the equity awards were granted, such that a holder of a Liberty Ventures Award received:

i. An adjustment to the exercise price or base price, as applicable, and the number of shares subject to the

Liberty Ventures Award (as so adjusted, an “Adjusted Liberty Ventures Award”) and

ii. A corresponding equity award relating to shares of TripCo common stock (a “TripCo Award”)

The exercise prices and number of shares subject to the Adjusted Liberty Ventures Award and the TripCo Award

were determined based on 1) the exercise prices and number of shares subject to the Liberty Ventures Award, 2) the pre-
distribution trading price of Liberty Ventures common stock and 3) the post-distribution trading prices of Liberty
Ventures common stock and TripCo common stock, such that all of the pre-distribution intrinsic value of the Liberty
Ventures Award was allocated between the Adjusted Liberty Ventures Award and the TripCo Award.

Following the Trip Spin-Off, employees of Liberty hold Awards in both Liberty Ventures common stock and
TripCo common stock. The compensation expense relating to employees of Liberty is recorded at Liberty. Therefore,
compensation expense related to options resulting from the Trip Spin-Off will not be recognized in the Company’s
consolidated financial statements.

TripCo - Grants

Awards granted for the year ended December 31, 2014 pursuant to the 2014 Plan discussed above are summarized

as follows:

Series A Liberty TripAdvisor Holdings, Inc. common stock . . . . . . . . . . . .
Series B Liberty TripAdvisor Holdings, Inc. common stock . . . . . . . . . . . .

Options
Granted

17,000 $
1,797,000 $

Weighted average
grant-date
fair value

11.01
13.94

During the year ended December 31, 2014, TripCo granted approximately 1.8 million Series B options to the
CEO of TripCo; of those options, one half vest on December 21, 2018 and the other half vest on December 21, 2019. The
Series A options, which were granted to TripCo employees (other than the CEO), cliff vest over a 2 year vesting period.

F-49

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

The Company has calculated the grant-date fair value for all of its equity classified awards and any subsequent
remeasurement of its liability classified awards using the Black-Scholes Model. The Company estimates the expected
term of the Awards based on historical exercise and forfeiture data. For grants made in 2014, the range of expected terms
was 6.3 years to 7.3 years. The volatility used in the calculation for Awards is based on the historical volatility of TripCo’s
stocks and the implied volatility of publicly traded TripCo options; for grants made in 2014, the range of volatilities used
in the Black-Scholes Model was 43.7% - 45.9%. The Company uses a zero dividend rate and the risk-free rate for Treasury
Bonds with a term similar to that of the subject options.

TripCo - Outstanding Awards

The following table presents the number and weighted average exercise price (“WAEP”) of Awards to purchase

TripCo common stock granted to certain officers, employees and directors of the Company, as well as the weighted
average remaining life and aggregate intrinsic value of the Awards.

Series A
(in thousands)

WAEP

Weighted
average
remaining
contractual
life
(in years)

Aggregate
intrinsic
value
(in millions)

Outstanding at January 1, 2014 . . . . . . . . . . .
Trip Spin-Off adjustment . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited/Cancelled. . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014 . . . . . . . .
Exercisable at December 31, 2014 . . . . . . . . .

—
1,846
17
(773)
—
1,090
698

Series B
(in thousands)

—
44
1,797
(44)
—
1,797
—

$
$
$
$
$
$
$

—
13.90
24.23
14.06
—
13.94
13.37

WAEP

—
11.21
27.83
11.21
—
27.83

—

4.3
3.9

$
$

14
9

Weighted
average
remaining
contractual
life
(in years)

Aggregate
intrinsic
value
(in millions)

10.0
—

$
$

—
—

F-50

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

As of December 31, 2014, the total unrecognized compensation cost related to unvested equity Awards was
$25 million. Such amount will be recognized in the Company’s statements of operations over a weighted average period
of approximately 2.9 years.

TripCo - Exercises

The aggregate intrinsic value of all TripCo options exercised during the year ended December 31, 2014 was

$10.7 million.

The aggregate intrinsic value of all Liberty options, related to BuySeasons employees, exercised during the years

ended December 31, 2013 and 2012 was $1.6 million and $4.6 million, respectively.

TripCo — Restricted Stock

The aggregate fair value of all restricted shares of TripCo common stock and Liberty common stock that vested

during the years ended December 31, 2014, 2013 and 2012, respectively, was less than a million.

TripAdvisor Equity Grant Awards

On December 21, 2011, TripAdvisor adopted the TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan (the
“2011 Incentive Plan”), under which TripAdvisor may grant restricted stock, restricted stock awards, RSUs, stock options
and other stock-based awards to TripAdvisor directors, officers, employees and consultants. As discussed in note 4, at the
time a controlling interest in TripAdvisor was obtained, in December 2012, the Company determined the fair value of the
options assumed. The fair value of the options was determined based on the Black-Scholes model with a volatility of
53.5%, a zero dividend rate, and the applicable treasury rate for the expected term of 6.2 years. The value was $136 million
(based on a weighted average grant date fair value of $17.78 per option) at the time of acquisition and the vested portion
of the value ($61 million) was recognized as a noncontrolling interest, and included in the purchase price, while the
remaining unvested portion ($75 million) is being amortized over the applicable vesting period (3 years). Subsequent to
that period, grants were valued using a volatility of 44.0% and the applicable risk free rate for an expected term of 5.8 years
for the year ended December 31, 2014 and a volatility of 50.8% and the applicable risk free interest rate for an expected
term of 6.1 years for the year ended December 31, 2013.

Performance-based stock options and RSUs vest upon achievement of certain TripAdvisor company-based
performance conditions and a requisite service period. On the date of grant, the fair value of stock options is calculated
using a Black-Scholes model, which incorporates assumptions to value stock-based awards, including the risk-free rate of
return, expected volatility, expected term and expected dividend yield. If, upon grant, TripAdvisor assesses the
achievement of performance targets as probable, compensation expense is recorded for the awards over the estimated
performance period on a straight-line basis. At each reporting period, the probability of achieving the performance targets
and the performance period required to meet those targets is assessed. To the extent actual results or updated estimates
differ from TripAdvisor’s estimates, the cumulative effect on current and prior periods of those changes will be recorded
in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the
change affects the estimate of total compensation cost to be recognized or merely affects the period over which
compensation cost is to be recognized.

F-51

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

The following table presents the number, weighted average exercise price (“WAEP”) and aggregate intrinsic value

of stock options to purchase TripAdvisor common stock granted under their 2011 Incentive Plan:

Outstanding at January 1, 2014 . . . . . . . . . . . . . . . . . . . .
Assumed options from acquisition . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cancelled or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2014 . . . . . . . . . . . . . . . . .
Exercisable at December 31, 2014 . . . . . . . . . . . . . . . . . .

Number of
Options
(in thousands)
9,470
101
579
(1,202)
(297)
8,651
4,080

Weighted
Average
Remaining
Contractual
Life
(in years)

Aggregate
Intrinsic
Value
(in millions)

WAEP

$ 40.18
$ 16.36
$ 95.87
$ 32.87
$ 45.40
$ 44.47
$ 32.05

5.0
2.7

$
$

273
174

During the year ended December 31, 2014, TripAdvisor granted 0.6 million of primarily service based stock
options under their 2011 Incentive Plan, excluding assumed options from acquisition, with a weighted average estimated
grant-date fair value per option of $46.65. These stock options generally have a contractual term of ten years from the date
of grant and generally vest over a four year requisite service period. As of December 31, 2014, the total number of shares
available under the 2011 Incentive Plan is 17,691,977 shares. TripAdvisor related stock-based compensation for the year
ended December 31, 2014 was approximately $73 million. As of December 31, 2014, the total unrecognized compensation
cost related to unvested TripAdvisor stock options was approximately $89 million and will be recognized over a weighted
average period of approximately 2.7 years.

Restricted Stock Units RSUs are stock awards that are granted to employees entitling the holder to shares of
TripAdvisor common stock as the award vests. RSUs are measured at fair value based on the number of shares granted
and the quoted price of TripAdvisor common stock at the date of grant. The fair value of RSUs, 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.

During the year ended December 31, 2014, TripAdvisor granted 0.8 million service based RSUs under their 2011
Incentive Plan for which the fair value was measured based on the quoted price of TripAdvisor common stock at the date
of grant. The weighted average grant date fair value for RSUs granted during 2014 was $93.36 per share. The unvested
TripAdvisor RSUs had a weighted average grant date fair value of $71.33 as of December 31, 2014. As of December 31,
2014, the total unrecognized compensation cost related to 1.4 million unvested TripAdvisor RSU’s outstanding was
approximately $70 million which will be recognized over the remaining vesting term of approximately 2.9 years.

(10) Employee Benefit Plans

Consolidated companies of TripCo sponsor 401(k) plans, which provide their employees an opportunity to make
contributions to a trust for investment in Liberty common stock, as well as other mutual funds. The Company’s
consolidated companies make matching contributions to the plans based on a percentage of the amount contributed by
employees. Employer cash contributions related to BuySeasons and TripAdvisor were $5 million and $5 million for the
years ended December 31, 2014 and 2013, respectively and less than a million for 2012.

F-52

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

(11) Related Party Transactions

Expedia

TripAdvisor provides click-based advertising and other advertising services to Expedia (TripAdvisor’s former
parent) and is recorded at contract value, which TripAdvisor believes is a reasonable reflection of the value of the services
provided. Expedia revenue represented 21% of TripAdvisor’s total revenue in 2014 through the date of the Trip Spin-Off
and 23% for the year ended December 31, 2013. As discussed in note 4, only one month of TripAdvisor revenue has been
recorded in the consolidated statements of TripCo for the year ended December 31, 2012. During the three months ended
December 31, 2012 Expedia-revenue represented 23% of TripAdvisor’s revenue.

Other Expedia-operating expenses which are included within selling and marketing expense are approximately
$6 million for the year ended December 31, 2013, which primarily consisted of marketing expense for TripAdvisor exit
windows.

Following the Expedia Spin-Off, as a result of an irrevocable proxy of Liberty, Mr. Diller was effectively able to
control the outcome of all matters submitted to a vote or for the consent of TripAdvisor’s stockholders (other than with
respect to the election by the holders of TripAdvisor common stock of 25% of the members of TripAdvisor’s Board of
Directors and matters as to which Delaware law requires a separate class vote). Additionally, Mr. Diller was the Chairman
and Senior Executive of Expedia, and through similar arrangements between Mr. Diller and Liberty, Mr. Diller was
effectively able to control the outcome of all matters submitted to a vote or for the consent of Expedia’s stockholders (other
than with respect to the election by the holders of Expedia common stock of 25% of the members of Expedia’s Board of
Directors and matters as to which Delaware law requires a separate class vote). As a result, from the completion of the
Expedia Spin-Off until December 11, 2012, TripAdvisor and Expedia were related parties since they were under common
control. On December 11, 2012, as a result of Liberty’s purchase of an aggregate of 4,799,848 shares of common stock of
TripAdvisor from Mr. Diller, Expedia and TripAdvisor are no longer under common control. For TripCo, Expedia is not
expected to be an affiliated entity on a go-forward basis, but because of Liberty’s ownership interest in Expedia, disclosure
of this relationship was deemed appropriate until the time of spin-off. Therefore, as of December 31, 2014 the two entities
are not considered related parties and certain reclassifications have been made to prior period presentation relating to
Expedia to conform to current period classifications.

Additionally, TripAdvisor and Expedia entered into a tax sharing agreement. 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.

BuySeasons

As of December 31, 2012, BuySeasons was in violation of the financial covenants specified by its amended
revolving credit and term loan agreement. As a result, on February 10, 2013, Liberty assumed and repaid the outstanding
liabilities under the amended loan agreement and BuySeasons issued a corresponding promissory note to Liberty for
$11 million, which was in excess of the amount outstanding under BuySeasons’ amended revolving credit and term loan
at that time. The loan agreement provided BuySeasons the ability to borrow an additional amount up to a total balance of
$25 million, which was amended to increase the total borrowing capacity to $50 million. BuySeasons has borrowed the

F-53

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

full capacity pursuant to this agreement during 2013. The interest rate on amounts borrowed is 6.25%, payable at the end
of each calendar quarter. Principal and accrued interest on amounts borrowed pursuant to this agreement are due in full
during February 2015. During August 2014, prior to completion of the Trip Spin-Off, Liberty forgave the balance of $46
million pursuant to the BuySeasons note.

Additionally, income taxes payable of $29 million due to Liberty was forgiven upon completion of the Trip Spin-

Off and have been reflected as contributed capital in the consolidated statement of equity.

Agreement with President and CEO

Because of the significant voting power that Mr. Maffei would possess upon exercise of the options granted to
him on December 21, 2014 and as a result of the share exchange between Mr. Maffei and certain of our stockholders in
December 2014, the Compensation Committee of the Board and members of the Board independent of Mr. Maffei
determined it was appropriate to request that Mr. Maffei and TripCo enter into a standstill agreement that would cap his
voting interest at 34.9% (the “Standstill Agreement”), subject to a variety of limitations and exceptions.

(12) Commitments and Contingencies

Operating Leases

TripCo’s consolidated companies have contractual obligations in the form of operating leases for office and
warehouse space for which the related expense is recorded on a monthly basis. Certain leases contain periodic rent
escalation adjustments and renewal options. Rent expense related to such leases is recorded on a straight-line basis.
Operating lease obligations expire at various dates with the latest maturity in December 2030.

TripAdvisor leases approximately 119,000 square feet for their corporate headquarters in Newton, Massachusetts,
pursuant to a lease with an expiration date of April 2015. TripAdvisor is currently in the process of negotiating an extension
of the lease until mid-2015. TripAdvisor also leases an aggregate of approximately 470,000 square feet at approximately
40 other locations across North America, Europe and Asia Pacific, primarily for its international management teams, sales
offices, and subsidiary headquarters, pursuant to leases with expiration dates through November 2024. In June 2013,
TripAdvisor entered into an additional lease to move its headquarters to Needham, Massachusetts in 2015. The lease
payments under the new lease will approximate $9.5 million annually.

TripAdvisor is the deemed owner (for accounting purposes only) of the new building during the construction
period under build to suit lease accounting. As building construction began in the fourth quarter of 2013, TripAdvisor
recorded estimated project construction costs incurred by the landlord as an asset and a corresponding long term liability
in “Property and equipment, at cost” and “Other liabilities,” respectively, in our consolidated balance sheets. TripAdvisor
will increase the asset and corresponding long term liability as additional building costs are incurred by the landlord during
the construction period. Once the landlord completes the construction of the new building (estimated to be June 2015), we
will evaluate the lease in order to determine whether or not the lease meets the criteria for “sale-leaseback” treatment.
Upon completion of construction TripAdvisor currently expects that the lease will not meet the "sale-leaseback" criteria.
Although TripAdvisor will not begin making lease payments pursuant to the Lease until November 2015, the portion of
the lease obligations allocated to the land is treated for accounting purposes as an operating lease that commenced in 2013.
TripAdvisor incurred approximately $62 million and $8 million of non-cash construction costs and related obligations in
connection with the capitalization of construction-in-progress and tenant improvement costs during the years ended
December 31, 2014 and 2013.

F-54

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

For the years ended December 31, 2014, 2013 and 2012, TripCo recorded rental expense of $22 million,
$15 million and $4 million, respectively. The following table presents TripCo’s estimated future minimum rental payments
under operating leases with non-cancelable lease terms, including the new TripAdvisor headquarters lease, that expire after
December 31, 2014 (amounts in millions):

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21
26
26
26
25
169
293

Off-Balance Sheet Arrangements

TripCo did not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a current
or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital
resources.

Litigation

In the ordinary course of business, the Company and its subsidiaries are parties to legal proceedings and claims
involving, among other things, arising out of our operations. These matters may relate to claims involving alleged
infringement of third-party intellectual property rights, defamation, taxes, regulatory compliance and other claims.
Although it is reasonably possible that the Company 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 consolidated financial
statements.

(13) Segment Information

TripCo, through its ownership interests in subsidiaries and other companies, is primarily engaged in the on-line
commerce industries. TripCo identifies its reportable segments as (A) those consolidated companies that represent 10% or
more of its consolidated annual revenue, annual adjusted operating income before depreciation and amortization
(“Adjusted OIBDA”) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more
of TripCo’s annual pre-tax earnings. The segment presentation for prior periods has been conformed to the current period
segment presentation.

TripCo evaluates performance and makes decisions about allocating resources to its operating segments based on
financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped
and revenue or sales per customer equivalent. In addition, TripCo reviews nonfinancial measures such as unique website
visitors, conversion rates and active customers, as appropriate.

TripCo defines Adjusted OIBDA as revenue less cost of sales, operating expenses, and selling, general and
administrative expenses (excluding stock- based compensation). TripCo believes this measure is an important indicator of the
operational strength and performance of its businesses, including each business’s ability to service debt and fund capital
expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and
benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes

F-55

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

depreciation and amortization, stock-based compensation, separately reported litigation settlements 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. TripCo generally
accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices.

TripCo’s operating segments are strategic business units that offer different products and services. They are
managed separately because each segment requires different technologies, distribution channels and marketing strategies.
The accounting policies of the segments that are also consolidated companies are the same as those described in the
Company’s summary of significant accounting policies.

Performance Measures

2014

Years ended December 31,
2013
Adjusted

Adjusted
OIBDA Revenue OIBDA
(amounts in millions)

2012
Adjusted
Revenue OIBDA

Revenue

TripAdvisor . . . . . . . . . . . . . . . . . .
Corporate and other . . . . . . . . . . . . . . . . . . . .

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . .

$ 1,246
83
$ 1,329

468
(26)
442

945
89
1,034

379
(18)
361

36
129
165

8
(7)
1

Other Information

TripAdvisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

7,352
29
7,381

(amounts in millions)

81
9
90

7,057
32
7,089

57
3
60

December 31, 2014

Total
Assets

Capital

expenditures

December 31, 2013

Total
Assets

Capital
expenditures

Revenue by Geographic Area

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . .

670
191
468
1,329

541
141
352
1,034

136
5
24
165

2014

December 31,
2013
(amounts in millions)

2012

F-56

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

Long-lived Assets by Geographic Area

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated TripCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134
14
148

32
7
39

December 31,

2014
(amounts in millions)

2013

The following table provides a reconciliation of consolidated Adjusted OIBDA to earnings (loss) before income

taxes:

2014

Years ended December 31,
2013
(amounts in millions)

2012

Consolidated Adjusted OIBDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share of earnings (loss) of affiliates, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gains (losses) on transactions, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Earnings (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

442
(74)
(298)
(2)
(13)
—
—
(11)
44

361
(60)
(315)
(3)
(12)
—
(1)
2
(28)

1
—
(16)
(39)
(1)
38
1,088
33
1,104

(14) Quarterly Financial Information (Unaudited)

1st

Quarter

2nd
Quarter

3rd

Quarter

4th
Quarter

(amounts in millions, except per share amounts)

2014:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 294
29
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
23
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. Series

335
31
17

375
17
2

325
(9)
(33)

A and Series B stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(1)

(5)

(21)

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

Series A and Series B stockholders per common share . . . . . . . . . . . . . . . . $ 0.07

(0.01)

(0.07)

(0.29)

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

Series A and Series B Stockholders per common share . . . . . . . . . . . . . . . . $ 0.07

(0.01)

(0.07)

(0.29)

F-57

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Consolidated Financial Statements (Continued)

December 31, 2014, 2013 and 2012

1st

Quarter

2nd
Quarter

3rd

Quarter

4th
Quarter

(amounts in millions, except per share amounts)

2013:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 247
8
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. Series

263
17
13

A and Series B stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(5)

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

274
10
47

250
(52)
(37)

(11)

Series A and Series B stockholders per common share . . . . . . . . . . . . . . . . $ (0.07)

0.01

0.11

(0.15)

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

Series A and Series B Stockholders per common share . . . . . . . . . . . . . . . . $ (0.07)

0.01

0.11

(0.15)

F-58

This page has been intentionally left blank.

TRIPADVISOR HOLDINGS

19APR201501462463

LIBERTY TRIPADVISOR HOLDINGS, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5200

April 21, 2015

Dear Stockholder:

You are cordially invited to attend the 2015 annual meeting of stockholders of Liberty TripAdvisor

Holdings, Inc. (Liberty TripAdvisor) to be held at 9:20 a.m., local time, on June 2, 2015, at the
corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700.

At the annual meeting, you will be asked to consider and vote on the proposals described in the

accompanying notice of annual meeting and proxy statement, as well as on such other business as may
properly come before the meeting.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to
attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the
Internet or telephone or, if you received a paper proxy card, by completing, signing and returning by
mail the enclosed proxy card. Doing so will not prevent you from later revoking your proxy or changing
your vote at the meeting.

Thank you for your cooperation and continued support and interest in Liberty TripAdvisor.

Very truly yours,

28MAR200617334700

Gregory B. Maffei
President and Chief Executive Officer

The Notice of Internet Availability of Proxy Materials is first being mailed on or about April 22, 2015,

and the proxy materials relating to the annual meeting will first be made available on or about the same
date.

This page has been intentionally left blank.

LIBERTY TRIPADVISOR HOLDINGS, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be Held on June 2, 2015

NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty TripAdvisor

Holdings, Inc. (Liberty TripAdvisor) to be held at 9:20 a.m., local time, on June 2, 2015, at the
corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700,
to consider and vote on the following proposals:

1. A proposal (which we refer to as the election of directors proposal) to elect Gregory B.
Maffei, John C. Malone, Michael J. Malone, Chris Mueller, Larry E. Romrell, Albert E.
Rosenthaler and J. David Wargo to continue serving as members of our board in the classes
indicated under ‘‘Proposal 1—The Election of Directors Proposal,’’ until their respective
successors are elected and qualified, for the applicable term prescribed in our restated
certificate of incorporation (the restated charter) or their earlier resignation or removal;

2. A proposal (which we refer to as the incentive plan proposal) to adopt the Liberty

TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (Amended and Restated as of
March 11, 2015);

3. A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis,
the compensation of our named executive officers as described in this proxy statement under
the heading ‘‘Executive Compensation’’;

4. A proposal (which we refer to as the say-on-frequency proposal) to approve, on an advisory

basis, the frequency at which future say-on-pay votes will be held; and

5. A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of
KPMG LLP as our independent auditors for the fiscal year ending December 31, 2015.

You may also be asked to consider and vote on such other business as may properly come before

the annual meeting.

Holders of record of our Series A common stock, par value $0.01 per share, and Series B common

stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on
April 7, 2015, the record date for the annual meeting, will be entitled to notice of the annual meeting
and to vote at the annual meeting or any adjournment or postponement thereof. These holders will
vote together as a single class on each proposal. A list of stockholders entitled to vote at the annual
meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for
review by our stockholders for any purpose germane to the annual meeting for at least ten days prior
to the annual meeting.

We describe the proposals in more detail in the accompanying proxy statement. We encourage you

to read the proxy statement in its entirety before voting.

Our board of directors has unanimously approved each proposal and recommends that you vote

‘‘FOR’’ the election of each director nominee and ‘‘FOR’’ each of the incentive plan proposal, the
say-on-pay proposal and the auditors ratification proposal. Our board of directors also recommends
that you vote in favor of the ‘‘3 YEARS’’ frequency option with respect to the say-on-frequency
proposal.

Votes may be cast in person at the annual meeting or by proxy prior to the meeting by telephone,

via the Internet, or by mail.

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own,

will aid us in reducing the expense of any further proxy solicitation in connection with the annual
meeting.

By order of the board of directors,

Pamela L. Coe
Vice President, Deputy General Counsel and Secretary

15JAN200913495548

Englewood, Colorado
April 21, 2015

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE VOTE
PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, IF
YOU RECEIVED A PAPER PROXY CARD, PLEASE COMPLETE, SIGN AND RETURN BY MAIL
THE ENCLOSED PAPER PROXY CARD.

TABLE OF CONTENTS

THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notice and Access of Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Electronic Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Time, Place and Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Who May Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Votes You Have . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recommendation of Our Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Number of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voting Procedures for Record Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Voting Procedures for Shares Held in Street Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revoking a Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Matters to Be Voted on at the Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . .
Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Management
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in Control
PROPOSALS OF OUR BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . .
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vote and Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 2—THE INCENTIVE PLAN PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Key Features of the Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (Amended and Restated as of
March 11, 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Federal Income Tax Consequences of Awards Granted under the Incentive Plan . . . . . . .
New Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vote and Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 3—THE SAY-ON-PAY PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Advisory Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vote and Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 4—THE SAY-ON-FREQUENCY PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vote and Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPOSAL 5—THE AUDITORS RATIFICATION PROPOSAL . . . . . . . . . . . . . . . . . . . . . . . .
Audit Fees and All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor . .
Vote and Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
MANAGEMENT AND GOVERNANCE MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . .
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board Role in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Committees of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Director Attendance at Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stockholder Communication with Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Sessions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding Equity Awards at Fiscal Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Option Exercises and Stock Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Potential Payments Upon Termination or Change-in-Control . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits Payable Upon Termination or Change-in-Control
DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nonemployee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Director Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . .
Letter Agreement with Mr. Maffei
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Agreements Entered into in Connection with the Spin-Off . . . . . . . . . . . . . . . . . . . . . . . . . . .
STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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ANNEX A: Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (As Amended and

Restated as of March 11, 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

LIBERTY TRIPADVISOR HOLDINGS, INC.
a Delaware corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5200

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

We are furnishing this proxy statement in connection with the board of directors’ solicitation of

proxies for use at our 2015 Annual Meeting of Stockholders to be held at 9:20 a.m., local time, at the
corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112 on June 2, 2015, or at any
adjournment or postponement of the annual meeting. At the annual meeting, we will ask you to
consider and vote on the proposals described in the accompanying Notice of Annual Meeting of
Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting
proxies from holders of our Series A common stock, par value $0.01 per share (LTRPA), and Series B
common stock, par value $0.01 per share (LTRPB). We refer to LTRPA and LTRPB together as our
common stock.

On August 27, 2014, the spin-off of our company (formerly a wholly-owned subsidiary of Liberty
Interactive Corporation (Liberty Interactive)) from Liberty Interactive was completed (the Spin-Off).
We are comprised of, among other things, (i) Liberty Interactive’s former 22% ownership interest and
57% voting interest in TripAdvisor, Inc. (TripAdvisor), (ii) Liberty Interactive’s former 100% ownership
interest in BuySeasons, Inc., (iii) corporate level cash and cash equivalents and (iv) initial indebtedness,
pursuant to margin loans entered into prior to the Spin-Off.

Following the Spin-Off, our company and Liberty Interactive operate as separate, publicly traded

companies, and neither has any stock ownership, beneficial or otherwise, in the other.

Notice and Access of Proxy Materials

THE ANNUAL MEETING

We have elected, in accordance with the Securities and Exchange Commission’s ‘‘Notice and

Access’’ rule, to deliver a Notice of Internet Availability of Proxy Materials (the Notice) to our
stockholders and to post our proxy statement and our annual report to our stockholders (collectively,
the proxy materials) electronically. The Notice is first being mailed to our stockholders on or about
April 22, 2015. The proxy materials will first be made available to our stockholders on or about the
same date.

The Notice instructs you how to access and review the proxy materials and how to submit your
proxy via the Internet or by telephone. The Notice also instructs you how to request and receive a
paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We
will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

Electronic Delivery

Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign
up for electronic delivery, go to www.computershare.com/investor. Stockholders who hold shares through
a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by Internet at
www.proxyvote.com, by following the prompts. Also, stockholders who hold shares through a bank,
brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once
you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request
them. If you are a registered holder, you may suspend electronic delivery of the notices and proxy

materials at any time by contacting our transfer agent, Computershare, at 866-367-6355 (outside the
United States 1-781-575-3400). Stockholders who hold shares through a bank, brokerage firm or other
nominee should contact their nominee to suspend electronic delivery.

Time, Place and Date

The annual meeting of stockholders is to be held at 9:20 a.m., local time, on June 2, 2015, at the
corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700.

Purpose

At the annual meeting, you will be asked to consider and vote on each of the following:

(cid:127) the election of directors proposal, to elect Gregory B. Maffei, John C. Malone, Michael J.
Malone, Chris Mueller, Larry E. Romrell, Albert E. Rosenthaler and J. David Wargo to
continue serving as members of our board in the classes indicated under ‘‘Proposal 1—The
Election of Directors Proposal,’’ until their respective successors are elected and qualified, for
the applicable term prescribed in our restated certificate of incorporation (the restated charter)
or their earlier resignation or removal;

(cid:127) the incentive plan proposal, to adopt the Liberty TripAdvisor Holdings, Inc. 2014 Omnibus

Incentive Plan (Amended and Restated as of March 11, 2015);

(cid:127) the say-on-pay proposal, to approve, on an advisory basis, the compensation of our named

executive officers as described in this proxy statement under the heading ‘‘Executive
Compensation’’;

(cid:127) the say-on-frequency proposal, to approve, on an advisory basis, the frequency at which future

say-on-pay votes will be held; and

(cid:127) the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent

auditors for the fiscal year ending December 31, 2015.

You may also be asked to consider and vote on such other business as may properly come before

the annual meeting, although we are not aware at this time of any other business that might come
before the annual meeting.

Quorum

In order to conduct the business of the annual meeting, a quorum must be present. This means
that the holders of at least a majority of the aggregate voting power represented by the shares of our
common stock outstanding on the record date and entitled to vote at the annual meeting must be
represented at the annual meeting either in person or by proxy. For purposes of determining a quorum,
your shares will be included as represented at the meeting even if you indicate on your proxy that you
abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the
broker does not have discretionary authority to vote those shares on a particular proposal or proposals,
or if those shares are voted in circumstances in which proxy authority is defective or has been withheld,
those shares (broker non-votes) will nevertheless be treated as present for purposes of determining the
presence of a quorum. See ‘‘—Voting Procedures for Shares Held in Street Name—Effect of Broker
Non-Votes’’ below.

Who May Vote

Holders of shares of our common stock, as recorded in our stock register as of 5:00 p.m., New
York City time, on April 7, 2015 (such date and time, the record date for the annual meeting), will be

entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or
postponement thereof.

Votes Required

Each director nominee who receives a plurality of the affirmative votes of the outstanding shares

of our common stock that are entitled to vote at the annual meeting and are voted in person or by
proxy, voting together as a single class, will be elected to office.

Approval of each of the incentive plan proposal, the say-on-pay proposal and the auditors
ratification proposal requires the affirmative vote of the holders of a majority of the aggregate voting
power of the outstanding shares of our common stock that are present in person or by proxy, and
entitled to vote at the annual meeting, voting together as a single class.

The say-on-frequency proposal provides for stockholders to vote for one of three potential
frequencies (every one year, two years or three years) for future say-on-pay votes. Stockholders also
have the option to abstain from such vote if they do not wish to express a preference. If one of such
frequencies receives a majority of the affirmative votes cast on the say-on-frequency proposal by the
holders of shares of our common stock that are present, in person or by proxy, and entitled to vote at
the annual meeting, voting together as a single class, the frequency receiving such majority vote will be
the frequency selected by our board of directors for future say-on-pay votes.

Votes You Have

At the annual meeting, holders of shares of LTRPA will have one vote per share and holders of
shares of LTRPB will have ten votes per share, in each case, that our records show are owned as of the
record date.

Recommendation of Our Board of Directors

Our board of directors has unanimously approved each of the proposals and recommends that you
vote ‘‘FOR’’ the election of each director nominee and ‘‘FOR’’ each of the incentive plan proposal, the
say-on-pay proposal and the auditors ratification proposal. Our board of directors also recommends
that you vote in favor of the ‘‘3 YEARS’’ frequency option with respect to the say-on-frequency
proposal.

Shares Outstanding

As of the record date, an aggregate of 71,863,874 shares of LTRPA and 2,929,777 shares of

LTRPB were issued and outstanding and entitled to vote at the annual meeting.

Number of Holders

There were, as of the record date, 1,120 and 67 record holders of LTRPA and LTRPB, respectively

(which amounts do not include the number of stockholders whose shares are held of record by banks,
brokers or other nominees, but include each such institution as one holder).

Voting Procedures for Record Holders

Holders of record of our common stock as of the record date may vote in person at the annual

meeting, by telephone or through the Internet. Alternatively, if they received a paper proxy card, they
may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for
voting by using the telephone or the Internet are printed on the Notice or the proxy card. In order to
vote through the Internet, holders should have their Notices or proxy cards available so they can input
the required information from the Notice or the proxy card, and log onto the Internet website address

shown on the Notice or proxy card. When holders log onto the Internet website address, they will
receive instructions on how to vote their shares. The telephone and Internet voting procedures are
designed to authenticate votes cast by use of a personal identification number, which will be provided
to each voting stockholder separately. Unless subsequently revoked, shares of our common stock
represented by a proxy submitted as described herein and received at or before the annual meeting will
be voted in accordance with the instructions on the proxy.

YOUR VOTE IS IMPORTANT.

It is recommended that you vote by proxy even if you plan to

attend the annual meeting. You may change your vote at the annual meeting.

If you submit a properly executed proxy without indicating any voting instructions as to a proposal
enumerated in the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will
be voted ‘‘FOR’’ the election of each director nominee, ‘‘FOR’’ each of the incentive plan proposal, the
say-on-pay proposal and the auditors ratification proposal and, in the case of the say-on-frequency
proposal, will be voted in favor of the ‘‘3 YEARS’’ frequency option.

If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no
effect on the election of directors proposal or the say-on-frequency proposal, and it will have the same
effect as a vote ‘‘AGAINST’’ each of the other proposals.

If you do not submit a proxy or you do not vote in person at the annual meeting, your shares will
not be counted as present and entitled to vote for purposes of determining a quorum, and your failure
to vote will have no effect on determining whether any of the proposals are approved (if a quorum is
present).

Voting Procedures for Shares Held in Street Name

General.

If you hold your shares in the name of a broker, bank or other nominee, you should

follow the instructions provided by your broker, bank or other nominee when voting your shares or to
grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq
Stock Market prohibit brokers, banks and other nominees from voting shares on behalf of their clients
with respect to numerous matters, including, in our case, all the proposals described in this proxy
statement other than the auditors ratification proposal. Accordingly, to ensure your shares held in
street name are voted on these matters, we encourage you to provide promptly specific voting
instructions to your broker, bank or other nominee.

Effect of Broker Non-Votes. Broker non-votes are counted as shares of our common stock present

and entitled to vote for purposes of determining a quorum but will have no effect on any of the
proposals. You should follow the directions your broker, bank or other nominee provides to you
regarding how to vote your shares of common stock or how to change your vote or revoke your proxy.

Revoking a Proxy

If you submitted a proxy prior to the start of the annual meeting, you may change your vote by

voting in person at the annual meeting or by delivering a signed proxy revocation or a new signed
proxy with a later date to Liberty TripAdvisor Holdings, Inc., c/o Computershare Trust Company, N.A.,
P.O. Box 43102, Providence, Rhode Island 02940. Any signed proxy revocation or new signed proxy
must be received before the start of the annual meeting. In addition, you may change your vote
through the Internet or by telephone (if you originally voted by the corresponding method) not later
than 2:00 a.m., New York City time, on June 2, 2015.

Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.

If your shares are held in an account by a broker, bank or other nominee, you should contact your

nominee to change your vote or revoke your proxy.

Solicitation of Proxies

We are soliciting proxies by means of our proxy statement and our annual report (together, the
proxy materials) on behalf of our board of directors. In addition to this mailing, our employees may
solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse
brokers and other nominees for their expenses in sending the Notice and, if requested, paper proxy
materials to you and getting your voting instructions. We have also retained D.F. King & Co., Inc.
(D.F. King) to assist in the solicitation of proxies at a cost of $5,000, plus reasonable out of pocket
expenses.

If you have any further questions about voting or attending the annual meeting, please contact

Liberty TripAdvisor Investor Relations at (844) 826-8736 or our proxy solicitor, D.F. King, at
(212) 269-5550 (brokers and banks only) or (877) 478-5040 (toll free).

Other Matters to Be Voted on at the Annual Meeting

Our board of directors is not currently aware of any business to be acted on at the annual meeting

other than that which is described in the Notice of Annual Meeting of Stockholders and this proxy
statement. If, however, other matters are properly brought to a vote at the annual meeting, the persons
designated as proxies will have discretion to vote or to act on these matters according to their best
judgment. In the event there is a proposal to adjourn or postpone the annual meeting, the persons
designated as proxies will have discretion to vote on that proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning shares of our common stock beneficially
owned by each person or entity known by us to own more than five percent of the outstanding shares
of any series of our common stock. All of such information is based on publicly available filings.

The security ownership information is given as of February 28, 2015, and, in the case of percentage

ownership information, is based upon 71,709,941 LTRPA shares and 2,929,777 LTRPB shares, in each
case, outstanding on that date. The percentage voting power is presented on an aggregate basis for all
series of common stock.

Name and Address of Beneficial Owner

Gregory B. Maffei

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c/o Liberty TripAdvisor Holdings, Inc.
12300 Liberty Blvd.
Englewood, CO 80112

Title of
Series

Amount and Nature of
Beneficial Ownership

LTRPA
LTRPB

*(1)
2,770,173(1)

Percent
of Series
(%)

**
94.6

Voting
Power
(%)

27.4

John C. Malone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

4,241,646(2)

5.9

4.1

c/o Liberty TripAdvisor Holdings, Inc.
12300 Liberty Blvd.
Englewood, CO 80112

D. E. Shaw & Co., L.P.

. . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

3,771,506(3)

5.3

3.7

1166 Avenue of the Americas, 9th Floor
New York, NY 10036

Citadel Advisors LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

5,592,061(4)

7.8

5.5

399 Park Avenue
New York, NY 10022

BlackRock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

4,861,360(5)

6.8

4.8

55 East 52nd Street
New York, NY 10022

The Vanguard Group . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

4,128,897(6)

5.8

4.1

100 Vanguard Blvd.
Malvern, PA 19355

Less than 1,000 shares.

** Less than one percent.

(1)

(2)

Information with respect to shares of our common stock beneficially owned by Mr. Maffei, a director and our
President and Chief Executive Officer, is also set forth in ‘‘—Security Ownership of Management.’’

Information with respect to shares of our common stock beneficially owned by Mr. Malone, our Chairman of
the Board, is also set forth in ‘‘—Security Ownership of Management.’’

(3) Based on Amendment No. 1 to Schedule 13G, dated February 17, 2015, filed by D. E. Shaw & Co., L.P.

(D. E. Shaw) and David E. Shaw, which states that D. E. Shaw and Mr. Shaw have shared voting power over
3,753,306 shares and shared dispositive power over 3,771,506 shares. Mr. Shaw disclaims beneficial ownership
over such shares.

(4) Based on Amendment No. 1 to Schedule 13G, dated February 17, 2015, filed by Citadel Advisors LLC,
Citadel Advisors Holdings II LP, Citadel GP LLC and Kenneth Griffin, which states that (i) Citadel
Advisors LLC has shared voting and shared dispositive power over 5,323,619 shares, (ii) Citadel Advisors
Holdings II LP has shared voting and shared dispositive power over 5,581,921 shares and
(iii) Citadel GP LLC and Kenneth Griffin each have shared voting and shared dispositive power over
5,592,061 shares.

(5) Based on Schedule 13G, dated February 2, 2015, filed by BlackRock, Inc. (BlackRock), which states that
BlackRock has sole voting power over 4,133,676 shares and sole dispositive power over 4,861,360 shares.

(6) Based on Schedule 13G, dated February 9, 2015, filed by The Vanguard Group (Vanguard), which states that

Vanguard has sole dispositive power over 4,087,682 shares, shared dispositive power over 41,215 shares and
sole voting power over 46,815 shares.

Security Ownership of Management

The following table sets forth information with respect to the ownership by each of our directors
and named executive officers and by all of our directors and executive officers as a group of shares of
(1) each series of our common stock (LTRPA and LTRPB) and (2) the Common Stock, par value
$0.001 per share (TRIP), of our consolidated subsidiary TripAdvisor. None of our directors or named
executive officers own shares of TripAdvisor’s Class B Common Stock, par value $0.001 per share
(TripAdvisor Class B). The security ownership information with respect to our common stock is given
as of February 28, 2015 and, in the case of percentage ownership information, is based upon 71,709,941
LTRPA shares and 2,929,777 LTRPB shares, in each case, outstanding on that date. The security
ownership information with respect to TripAdvisor is given as of February 28, 2015, and, in the case of
percentage ownership information, is based on 130,126,683 TRIP shares and 12,799,999 TripAdvisor
Class B shares, in each case, outstanding on February 6, 2015. The percentage voting power is
presented in the table below on an aggregate basis for all series of common stock.

Shares of restricted stock that have been granted pursuant to our incentive plans are included in
the outstanding share numbers, for purposes of the table below and throughout this proxy statement.
Shares of common stock issuable upon exercise or conversion of options, warrants and convertible
securities that were exercisable or convertible on or within 60 days after February 28, 2015 are deemed
to be outstanding and to be beneficially owned by the person holding the options, warrants or
convertible securities for the purpose of computing the percentage ownership of that person and for
the aggregate percentage owned by the directors and named executive officers as a group, but are not
treated as outstanding for the purpose of computing the percentage ownership of any other individual
person. For purposes of the following presentation, beneficial ownership of shares of LTRPB, though
convertible on a one-for-one basis into shares of LTRPA, are reported as beneficial ownership of
LTRPB only, and not as beneficial ownership of LTRPA. So far as is known to us, the persons
indicated below have sole voting and dispositive power with respect to the shares indicated as owned by
them, except as otherwise stated in the notes to the table.

The number of shares indicated as owned by the following persons includes interests in shares held

by the Liberty Media 401(k) Savings Plan as of February 28, 2015. The shares held by the trustee of

the Liberty Media 401(k) Savings Plan for the benefit of these persons are voted as directed by such
persons.

Name

John C. Malone . . . . . . . . . . . . . . . . . . . . . . . . . .

Chairman of the Board

Gregory B. Maffei

. . . . . . . . . . . . . . . . . . . . . . . .

President, Chief Executive Officer and Director

Michael J. Malone . . . . . . . . . . . . . . . . . . . . . . . .

Director

Chris Mueller
Director

. . . . . . . . . . . . . . . . . . . . . . . . . . .

Larry E. Romrell

. . . . . . . . . . . . . . . . . . . . . . . . .

Director

Albert E. Rosenthaler . . . . . . . . . . . . . . . . . . . . . .

Senior Vice President and Director

J. David Wargo . . . . . . . . . . . . . . . . . . . . . . . . . .

Director

Richard N. Baer . . . . . . . . . . . . . . . . . . . . . . . . . .

Senior Vice President and General Counsel

Christopher W. Shean . . . . . . . . . . . . . . . . . . . . . .

Senior Vice President and Chief Financial Officer

All directors and executive officers as a group

(9 persons) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Title of Amount and Nature of
Beneficial Ownership
Series

Percent Voting
of Series Power

(%)

LTRPA
LTRPB
TRIP

(In thousands)

4,242(1)(2)(3)(4)

—
—

**(5)(6)

2,770(6)

9(7)(8)

—
—
—

7(4)(9)(10)
**(10)
—

37(4)(5)(9)
—
—

157(11)(12)

—
—

9(9)
—
—

97(4)(5)(9)
—
7(7)

5.9
—
—

—
94.6
*

—
—
—

*
*
—

*
—
—

*
—
*

4.1

—

27.4

—

4,550(1)(2)(3)(4)(5)(6)(9)(10)(11)(12) 6.3
94.6
2,770(6)(10)
*
17(7)(8)

31.9

(1)

(2)

(3)

Less than one percent

Less than 1,000 shares

Includes 172,337 LTRPA shares held by Mr. Malone’s wife, Mrs. Leslie Malone, as to which shares Mr. Malone has
disclaimed beneficial ownership.

Includes 78,629 shares of LTRPA held by two trusts which are managed by an independent trustee, of which the
beneficiaries are Mr. Malone’s adult children and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the
right to substitute assets held by the trusts and has disclaimed beneficial ownership of the shares held by the trusts.

Includes 3,985,664 shares of LTRPA pledged to Bank of America (BoA) and 172,337 shares of LTRPA pledged to Merrill
Lynch, Pierce, Fenner and Smith Incorporated (Merrill Lynch) in connection with loan facilities extended by BoA and
Merrill Lynch, respectively.

(4)

Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options and stock
appreciation rights exercisable within 60 days after February 28, 2015.

John C. Malone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Larry E. Romrell
Albert E. Rosenthaler
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Christopher W. Shean . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

5,016
4,365
17,254
60,203

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86,838

(5)

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

Gregory B. Maffei . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Albert E. Rosenthaler
Christopher W. Shean . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

570
1,222
853

2,645

(6) Mr. Maffei is party to a standstill agreement with our company, dated December 21, 2014, as described in more detail

under ‘‘Certain Relationships and Related Transactions—Letter Agreement with Mr. Maffei’’ below.

(7)

(8)

Includes 4,430 restricted shares of TRIP held by each of Messrs. Maffei and Shean, none of which has vested.

Includes 1,938 shares of TRIP held by the Maffei Foundation. Mr. Maffei and his wife, as the two directors of the Maffei
Foundation, have shared voting and investment power with respect to any shares held by the Maffei Foundation.

(9)

Includes restricted shares, none of which has vested, as follows:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Larry E. Romrell
Albert E. Rosenthaler
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Richard N. Baer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Christopher W. Shean . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPA

318
5,250
9,104
5,250

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,922

(10) Includes 1,308 LTRPA shares and 80 LTRPB shares pledged to Fidelity Brokerage Services, LLC (Fidelity) in connection

with a margin loan facility extended by Fidelity to Mr. Romrell.

(11) Includes 30,000 LTRPA shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has

disclaimed beneficial ownership. Also includes 174 LTRPA shares held by Mr. Wargo’s spouse and 1,200 LTRPA shares held
by Mr. Wargo’s brother as to which, in each case, Mr. Wargo has disclaimed beneficial ownership.

(12) Includes (i) 122,370 shares of LTRPA pledged to Fidelity in connection with a margin loan facility extended by Fidelity to
Mr. Wargo, (ii) 3,102 shares of LTRPA pledged to UBS Financial Services, Inc. (UBS) in connection with margin loan
facilities extended by UBS to Mr. Wargo and (iii) 1,200 shares of LTRPA held by Mr. Wargo’s brother that are pledged to
Fidelity in connection with a margin loan facility extended by Fidelity to Mr. Wargo’s brother.

Changes in Control

We know of no arrangements, including any pledge by any person of our securities, the operation

of which may at a subsequent date result in a change in control of our company.

The following proposals will be presented at the annual meeting by our board of directors.

PROPOSALS OF OUR BOARD

PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

Board of Directors

Our board of directors currently consists of seven directors. Our directors, whose terms will expire

at the annual meeting, are Gregory B. Maffei, John C. Malone, Michael J. Malone, Chris Mueller,
Larry E. Romrell, Albert E. Rosenthaler and J. David Wargo. These directors are nominated for
election to our board to continue to serve as directors in the classes described below, and we have been
informed that each of these directors is willing to continue to serve as a director of our company. If
any nominee should decline election or should become unable to serve as a director of our company
for any reason before election at the annual meeting, votes will be cast by the persons appointed as
proxies for a substitute nominee, if any, designated by the board of directors.

Upon the Spin-Off, it was determined that each member of our board of directors would serve an

initial one-year term. Pursuant to the terms of our restated charter and our bylaws, commencing with
the election of directors at the 2015 annual meeting of our stockholders, the members of our board of
directors, other than those who may be elected by holders of any then-outstanding preferred stock, will
be divided into three classes, with each class consisting, as nearly as possible, of a number of directors
equal to one-third of the then-authorized number of board members. Each of our directors is being
nominated for re-election to our board of directors to serve in the following classes, effective upon
their respective election to our board of directors:

Class I
John C. Malone
Larry E. Romrell
J. David Wargo

Class II
Chris Mueller
Albert E. Rosenthaler

Class III
Gregory B. Maffei
Michael J. Malone

The term of office of our Class I directors will expire at the annual meeting of our stockholders in
2016. The term of office of our Class II directors will expire at the annual meeting of our stockholders
in 2017. The term of office of our Class III directors will expire at the annual meeting of our
stockholders in 2018. Commencing with the election of directors at the 2016 annual meeting of our
stockholders, at each annual meeting of our stockholders, the successors of that class of directors whose
term expires at that meeting will be elected to hold office for a term expiring at the annual meeting of
our stockholders held in the third year following the year of their election. The directors of each class
will hold office until the expiration of the term of such class and their respective successors are elected
and qualified or until such director’s earlier death, resignation or removal.

The following lists the nominees for election as directors at the annual meeting and includes as to

each person how long such person has been a director of our company, such person’s professional
background, other public company directorships and other factors considered in the determination that
such person possesses the requisite qualifications and skills to serve as a member of our board of
directors. All positions referenced in the biographical information below with our company include,
where applicable, positions with our predecessors. The number of shares of our common stock
beneficially owned by each director, as of February 28, 2015, is set forth in this proxy statement under
the caption ‘‘Security Ownership of Certain Beneficial Owners and Management—Security Ownership
of Management.’’

Nominees for Election as Directors

Gregory B. Maffei

(cid:127) Age: 54

(cid:127) Chief Executive Officer, President and a director of our company.

(cid:127) Professional Background: Mr. Maffei has served as a director and the President and Chief

Executive Officer of our company since July 2013. Mr. Maffei has served as the President and
Chief Executive Officer of Liberty Media Corporation (Liberty Media) (including its
predecessor) since May 2007, Liberty Broadband Corporation (Liberty Broadband) since June
2014 and Liberty Interactive since February 2006, having previously served as its CEO-Elect
from November 2005 through February 2006. 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.

(cid:127) Other Public Company Directorships: Mr. Maffei has served as (i) a director of Liberty Media

(including its predecessor) since May 2007, (ii) a director of Liberty Interactive since November
2005, (iii) a director of Liberty Broadband since June 2014 and (iv) as the Chairman of the
Board of Starz since January 2013. He has served as (i) the Chairman of the Board of Sirius
XM Holdings, Inc. (Sirius XM) since April 2013 and as a director since March 2009, (ii) the
Chairman of the Board of Live Nation Entertainment, Inc. (Live Nation) since March 2013 and
as a director since February 2011, (iii) the Chairman of the Board of TripAdvisor since February
2013, (iv) a director of Charter Communications, Inc. (Charter) since May 2013 and (v) a
director of Zillow Group, Inc. since February 2015, having previously served as a director of its
predecessor, Zillow, Inc., from May 2005 to February 2015. Mr. Maffei served as (i) a director
of DIRECTV and its predecessors from February 2008 to June 2010, (ii) a director of Electronic
Arts, Inc. from June 2003 to July 2013 and (iii) a director of Barnes & Noble, Inc. from
September 2011 to April 2014.

(cid:127) Board Membership Qualifications: Mr. Maffei brings to our board significant financial and

operational experience based on his senior policy making positions at our company, Liberty
Interactive, Liberty Media, Liberty Broadband, 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.

John C. Malone

(cid:127) Age: 74

(cid:127) Chairman of the Board of our company.

(cid:127) Professional Background: Mr. Malone has served as the Chairman of the Board of our company
since August 2014. He has served as Chairman of the Board of Liberty Interactive, including its
predecessors, since its inception in 1994 and served as Liberty Interactive’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.

(cid:127) Other Public Company Directorships: Mr. Malone has served as (i) a director and Chairman of

the Board of Liberty Interactive since 1994, (ii) Chairman of the Board of Liberty Media
(including its predecessor) since August 2011 and as a director since December 2010,
(iii) Chairman of the Board of Liberty Broadband since November 2014, (iv) 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) from June 2005 to June 2013 and LGI’s predecessor,
Liberty Media International, Inc. (LMI), from March 2004 to June 2005, and 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, (iii) a director of Charter since May 2013 and (iv) a
director of Lions Gate Entertainment Corp. since March 2015. Previously, he served as (i) a
director of 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 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.

(cid:127) Board Membership Qualifications: Mr. Malone, as President of TCI, co-founded Liberty

Interactive’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.

Michael J. Malone

(cid:127) Age: 70

(cid:127) A director of our company.

(cid:127) Professional Background: Mr. Malone has served as a director of our company since August

2014. Mr. Malone is currently Chief Executive Officer and principal of Hunters Capital, LLC, a
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
Interactive in May 2001, following which he served as Chairman of Maxide Acquisition, Inc., a
subsidiary of Liberty Interactive and the holding company for DMX, from May 2001 to February
2005.

(cid:127) 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.

(cid:127) 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

(cid:127) Age: 56

(cid:127) A director of our company.

(cid:127) Professional Background: Mr. Mueller has served a director of our company since August 2014.

He has served as the Managing Partner of Post Closing 360 LLC, a private investment company,
since January 2012. He served as the Vice Chairman and Chief Financial Officer of 360networks
Corporation from February 2005 to January 2012, and previously held various senior
management positions with 360networks Corporation. 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.

(cid:127) Other Public Company Directorships: None.

(cid:127) 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 our company.

Larry E. Romrell

(cid:127) Age: 75

(cid:127) A director of our company.

(cid:127) Professional Background: Mr. Romrell has served as a director of our company since August

2014. Mr. Romrell held numerous executive positions with TCI from 1991 to 1999. Previously,
Mr. Romrell held various executive positions with Westmarc Communications, Inc.

(cid:127) Other Public Company Directorships: Mr. Romrell has served as a director of Liberty Interactive
since December 2011, having previously served as a director from March 1999 to September
2011. He 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.

(cid:127) 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

(cid:127) Age: 55

(cid:127) Senior Vice President and a director of our company.

(cid:127) Professional Background: Mr. Rosenthaler has served as a director of our company since August

2014 and as a Senior Vice President since July 2013. He has also served as a Senior Vice
President of Liberty Media (including its predecessor) since May 2007, a Senior Vice President
of Liberty Interactive since April 2002 and a Senior Vice President of Liberty Broadband since
June 2014.

(cid:127) Other Public Company Directorships: None.

(cid:127) Board Membership Qualifications: Mr. Rosenthaler has significant executive and financial

experience gained through his service as a Senior Vice President of Liberty Interactive and
Liberty Media for many years and as a partner with a major national accounting firm for more
than five years before joining Liberty Interactive. Mr. Rosenthaler brings a unique perspective to
our company’s board of directors, focused in particular on the area of tax management.
Mr. Rosenthaler’s perspective and expertise assist the board in developing strategies that take
into consideration a wide range of issues resulting from the application and evolution of tax laws
and regulations.

J. David Wargo

(cid:127) Age: 61

(cid:127) A director of our company.

(cid:127) Professional Background: Mr. Wargo has served as a director of our company since August 2014.

Mr. Wargo is the founder and president of Wargo & Company, Inc., a private company
specializing in investing in the communications industry since 1993. Mr. Wargo is a co-founder
and was a member of New Mountain Capital, LLC from 2000 to 2008. Prior to starting Wargo &
Company, he was a managing director and senior analyst of The Putnam Companies from 1989
to 1992, senior vice president and a partner in Marble Arch Partners from 1985 to 1989 and
senior analyst, assistant director of research and a partner in State Street Research and
Management Company from 1978 to 1985.

(cid:127) Other Public Company Directorships: Mr. Wargo 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. He has served as a director of Liberty Broadband
since March 2015. He has served as a director of Discovery since September 2008, having
previously served as a director of DHC from May 2005 to September 2008, and as a director of
Strayer Education, Inc. since March 2001.

(cid:127) Board Membership Qualifications: Mr. Wargo’s extensive background in investment analysis and
management, experience as a public company board member and his particular expertise in
finance and capital markets contribute to our board’s consideration of our capital structure and
evaluation of investment and financial opportunities and strategies and strengthen our board’s
collective qualifications, skills and attributes.

Vote and Recommendation

A plurality of the affirmative votes of the outstanding shares of our common stock that are
entitled to vote at the annual meeting and are voted in person or by proxy, voting together as a single
class, is required to elect each of Messrs. Maffei, John C. Malone, Michael J. Malone, Mueller,
Romrell, Rosenthaler and Wargo as a member of our board of directors.

Our board of directors unanimously recommends a vote ‘‘FOR’’ the election of each nominee to

our board of directors.

PROPOSAL 2—THE INCENTIVE PLAN PROPOSAL

The following is a description of the material provisions of the Liberty TripAdvisor Holdings, Inc.
2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) (the incentive plan). The
summary that follows is not intended to be complete, and we refer you to the copy of the incentive
plan set forth as Annex A to this proxy statement for a complete statement of its terms and provisions.

Key Features of the Incentive Plan

(cid:127) No Discounted Options or SARs. Stock options and SARs may not be granted with an exercise

price below fair market value.

(cid:127) Dividend Equivalents. Only an award of restricted stock units may include dividend equivalents.

With respect to a performance-based award, dividend equivalents may only be paid to the extent
the underlying award is actually paid.

(cid:127) Limited Terms for Options and SARs. The term for stock options and SARs granted under the

incentive plan is limited to ten years.

(cid:127) No Transferability. Awards generally may not be transferred, except as permitted by will or the
laws of descent and distribution or pursuant to a domestic relations order, unless otherwise
provided for in an award agreement.

(cid:127) No Tax Gross-Ups. Holders do not receive tax gross-ups under the incentive plan.

(cid:127) Award Limitations. In any calendar year, no person may be granted awards relating to more
than 2,000,000 shares of our common stock or cash awards in excess of $10,000,000, and no
nonemployee director may be granted awards having a value in excess of $3,000,000 on the date
of grant.

Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (Amended and Restated as of

March 11, 2015)

The incentive plan is administered by the compensation committee of our board of directors, other

than awards granted to nonemployee directors which are currently administered by our full board of
directors. In connection with the Spin-Off, our board of directors approved the incentive plan and
Liberty Interactive approved the plan as our sole stockholder. The incentive plan is designed to provide
additional remuneration to eligible officers and employees of our company, our nonemployee directors
and independent contractors (including any employees of Liberty Media or Liberty Interactive
providing services to our company) and to encourage their investment in our capital stock, thereby
increasing their proprietary interest in our business. The incentive plan is also intended to (1) attract
persons of exceptional ability to become our officers and employees, and (2) induce directors and
independent contractors (including any directors, independent contractors or employees of Liberty
Media or Liberty Interactive providing services to our company) to provide services to us. Such persons
will be eligible to participate in and may be granted awards under the incentive plan. The number of
individuals who will receive awards under the incentive plan will vary from year to year and will depend
on various factors, such as the quantity of services we require of Liberty Media employees under the
services agreement. Therefore, we cannot predict the number of future award recipients.

Under the incentive plan, the compensation committee may grant non-qualified stock options,
stock appreciation rights (SARs), restricted shares, restricted stock units, cash awards, performance
awards or any combination of the foregoing (as used in this description of the incentive plan,
collectively, awards). The maximum number of shares of our common stock with respect to which
awards may be granted under the incentive plan is 6,700,000, subject to anti-dilution and other
adjustment provisions of the incentive plan. With limited exceptions, no person will be granted in any

calendar year awards under the incentive plan covering more than 2,000,000 shares of our common
stock, subject to anti-dilution and other adjustment provisions of the incentive plan. In addition, no
person may receive payment for cash awards during any calendar year aggregating in excess of
$10 million. No nonemployee director may be granted during any calendar year awards having a value
(as determined on the grant date of such award) in excess of $3 million.

Shares of our common stock issuable pursuant to awards made under the incentive plan will be

made available from either authorized but unissued shares of our common stock or shares of our
common stock that we have issued but reacquired, including shares purchased in the open market.
Shares of our common stock that are subject to (i) any award that expires, terminates or is cancelled or
annulled for any reason without having been exercised, (ii) any award of any SARs the terms of which
provide for settlement in cash, and (iii) any award of restricted shares or restricted stock units that
shall be forfeited prior to becoming vested, will once again be available for issuance under the incentive
plan. Shares of our common stock that are (i) not issued or delivered as a result of the net settlement
of an outstanding option or SAR, (ii) used to pay the purchase price or withholding taxes relating to an
outstanding award, or (iii) repurchased in the open market with the proceeds of an option purchase
price will not be again made available for issuance under the incentive plan.

Subject to the provisions of the incentive plan, the compensation committee is authorized to
establish, amend and rescind such rules and regulations as it deems necessary or advisable for the
proper administration of the incentive plan and to take such other action in connection with or in
relation to the incentive plan as it deems necessary or advisable.

Unless otherwise determined by the compensation committee and expressly provided for in an

agreement, awards are not transferrable except as permitted by will or the laws of descent and
distribution or pursuant to a domestic relations order.

Stock Options. Non-qualified stock options awarded under the incentive plan will entitle the
holder to purchase a specified number of shares of a series of our common stock at a specified exercise
price subject to the terms and conditions of the applicable option grant. The exercise price of an option
awarded under the incentive plan may be no less than the fair market value of the shares of the
applicable series of our common stock as of the day the option is granted. The term of an option may
not exceed ten years. The compensation committee will determine, and each individual award
agreement will provide, (1) the series and number of shares of our common stock subject to the option,
(2) the per share exercise price, (3) whether that price is payable in cash, by check, by promissory note,
in whole shares of any series of our common stock, by the withholding of shares of our common stock
issuable upon exercise of the option, by cashless exercise, or any combination of the foregoing,
(4) other terms and conditions of exercise, (5) restrictions on transfer of the option and (6) other
provisions not inconsistent with the incentive plan. Dividend equivalents will not be paid with respect to
any stock options.

Stock Appreciation Rights. A SAR awarded under the incentive plan entitles the recipient to
receive a payment in stock or cash equal to the excess of the fair market value (on the day the SAR is
exercised) of a share of the applicable series of our common stock with respect to which the SAR was
granted over the base price specified in the grant. A SAR may be granted to an option holder with
respect to all or a portion of the shares of our common stock subject to a related stock option (a
tandem SAR) or granted separately to an eligible person (a free standing SAR). Tandem SARs are
exercisable only at the time and to the extent that the related stock option is exercisable. Upon the
exercise or termination of the related stock option, the related tandem SAR will be automatically
cancelled to the extent of the number of shares of our common stock with respect to which the related
stock option was so exercised or terminated. The base price of a tandem SAR is equal to the exercise
price of the related stock option. Free standing SARs are exercisable at the time and upon the terms
and conditions provided in the relevant award agreement. The term of a free standing SAR may not

exceed ten years. The base price of a free standing SAR may be no less than the fair market value of a
share of the applicable series of our common stock as of the day the SAR is granted. Dividend
equivalents will not be paid with respect to any SARs.

Restricted Shares and Restricted Stock Units. Restricted shares are shares of our common stock

that become vested and may be transferred upon completion of the restriction period. The
compensation committee will determine, and each individual award agreement will provide, (1) the
price, if any, to be paid by the recipient of the restricted shares, (2) whether dividends or distributions
paid with respect to restricted shares will be retained by us during the restriction period (retained
distributions), (3) whether the holder of the restricted shares may be paid a cash amount any time
after the shares become vested, (4) the vesting date or vesting dates (or basis of determining the same)
for the award and (5) other terms and conditions of the award. The holder of an award of restricted
shares, as the registered owner of such shares, may vote the shares.

A restricted stock unit is a unit evidencing the right to receive, in specified circumstances, one
share of the specified series of our common stock, or its cash equivalent, subject to a restriction period
or forfeiture conditions. The compensation committee is authorized to award restricted stock units
based upon the fair market value of shares of any series of our common stock under the incentive plan.
The compensation committee will determine, and each individual award agreement will provide, the
terms, conditions, restrictions, vesting requirements and payment rules for awards of restricted stock
units, including whether the holder will be entitled to dividend equivalent payments with respect to the
restricted stock units. Restricted stock units will be issued at the beginning of the restriction period and
holders will not be entitled to shares of our common stock covered by restricted stock unit awards until
such shares are issued to the holder at the end of the restriction period. Awards of restricted stock
units or the common stock covered thereunder may not be transferred, assigned or encumbered prior
to the date on which such shares are issued or as provided in the relevant award agreement.

Upon the applicable vesting date, all or the applicable portion of restricted shares or restricted

stock units will vest, any retained distributions or unpaid dividend equivalents with respect to the
restricted shares or restricted stock units will vest to the extent that the awards related thereto have
vested, and any cash amount to be received by the holder with respect to the restricted shares or
restricted stock units will become payable, all in accordance with the terms of the individual award
agreement. The compensation committee may permit a holder to elect to defer delivery of any
restricted shares or restricted stock units that become vested and any related cash payments, retained
distributions or dividend equivalents, provided that such deferral elections are made in accordance with
Section 409A of the Internal Revenue Code of 1986, as amended (the Code).

Cash Awards. The compensation committee is also authorized to provide for the grant of cash
awards under the incentive plan. A cash award is a bonus paid in cash that may be based upon the
attainment of one or more performance goals over a performance period established by the
compensation committee. The terms, conditions and limitations applicable to any cash awards will be
determined by the compensation committee.

Performance Awards. At the discretion of the compensation committee, any of the above-
described awards may be designated as a performance award. All cash awards shall be designated as
performance awards. Performance awards are contingent upon performance measures applicable to a
particular period, as established by the compensation committee and set forth in individual agreements,
based upon any one or more of the following business criteria:

(cid:127) increased revenue;

(cid:127) net income measures (including income after capital costs and income before or after taxes);

(cid:127) stock price measures (including growth measures and total stockholder return);

(cid:127) price per share of our common stock;

(cid:127) market share;

(cid:127) earnings per share (actual or targeted growth);

(cid:127) earnings before interest, taxes, depreciation and amortization (EBITDA);

(cid:127) operating income before depreciation and amortization (OIBDA);

(cid:127) economic value added (or an equivalent metric);

(cid:127) market value added;

(cid:127) debt to equity ratio;

(cid:127) cash flow measures (including cash flow return on capital, cash flow return on tangible capital,

net cash flow and net cash flow before financing activities);

(cid:127) return measures (including return on equity, return on average assets, return on capital,

risk-adjusted return on capital, return on investors’ capital and return on average equity);

(cid:127) operating measures (including operating income, funds from operations, cash from operations,

after-tax operating income, sales volumes, production volumes and production efficiency);

(cid:127) expense measures (including overhead cost and general and administrative expense);

(cid:127) margins;

(cid:127) stockholder value;

(cid:127) total stockholder return;

(cid:127) proceeds from dispositions;

(cid:127) total market value; and

(cid:127) corporate values measures (including ethics compliance, environmental and safety).

Performance measures may apply to the award recipient, to one or more business units, divisions
or subsidiaries of our company or an applicable sector of our company, or to our company as a whole.
Goals may also be based on performance relative to a peer group of companies. A performance
measure need not be based upon an increase or positive result under a particular business criterion and
could include, for example, maintaining the status quo or limiting economic losses (measured, in each
case, by reference to specific business criteria). If the compensation committee intends for the
performance award to be granted and administered in a manner that preserves the deductibility of the
compensation resulting from such award in accordance with Section 162(m) of the Code, the applicable
performance goals must be established (1) no later than 90 days after the commencement of the period
of service to which the performance goals relate and (2) prior to the completion of 25% of such period
of service. The compensation committee will have no discretion to modify or waive such performance
goals to increase the amount of compensation payable that would otherwise be due upon attainment of
the goal, unless the applicable award is not intended to qualify as qualified performance-based
compensation under Section 162(m) of the Code and the relevant agreement provides for such
discretion. The compensation committee shall have the authority to determine whether the
performance measures and other terms and conditions of the award are satisfied, and the compensation
committee’s determination as to the achievement of performance measures relating to a performance
award shall be made in writing. Section 162(m) of the Code generally disallows deductions for
compensation in excess of $1 million for our Chief Executive Officer and some of our executive
officers, unless the awards meet the requirements for being performance-based.

Awards Generally. Awards under the incentive plan may be granted either individually, in tandem

or in combination with each other. Where applicable, the securities underlying, or relating to, awards
granted under the incentive plan may be shares of LTRPA and LTRPB as provided in the relevant
grant, the closing prices of which shares were $31.89 as of April 14, 2015 and $36.69 as of April 10,
2015, respectively. Under certain conditions, including the occurrence of certain approved transactions,
a board change or a control purchase (all as defined in the incentive plan), options and SARs will
become immediately exercisable, and the restrictions on restricted shares and restricted stock units will
lapse, unless individual agreements state otherwise. At the time an award is granted, the compensation
committee will determine, and the relevant agreement will provide for, any vesting or early termination,
upon a holder’s termination of employment with our company, of any unvested options, SARs,
restricted stock units or restricted shares and the period during which any vested options and SARs
must be exercised. Unless otherwise provided in the relevant agreement, (1) no option or SAR may be
exercised after its scheduled expiration date (however, if the term of an option or SAR expires when
trading in our common stock is prohibited by law or our company’s insider trading policy, then the
term of such option or SAR shall expire on the 30th day after the expiration of such prohibition), (2) if
the holder’s service terminates by reason of death or disability (as defined in the incentive plan), his or
her options or SARs shall remain exercisable for a period of at least one year following such
termination (but not later than the scheduled expiration date) and (3) any termination of the holder’s
service for ‘‘cause’’ (as defined in the incentive plan) will result in the immediate termination of all
options and SARs and the forfeiture of all rights to any restricted shares, restricted stock units,
retained distributions, unpaid dividend equivalents and related cash amounts held by such terminated
holder. If a holder’s service terminates due to death or disability, options and SARs will become
immediately exercisable, and the restrictions on restricted shares and restricted stock units will lapse
and become fully vested, unless individual agreements state otherwise.

Adjustments. The number and kind of shares of our common stock that may be awarded or
otherwise made subject to awards under the incentive plan, the number and kind of shares of our
common stock covered by outstanding awards and the purchase or exercise price and any relevant
appreciation base with respect to any of the foregoing will be subject to appropriate adjustment as the
compensation committee deems equitable, in its sole discretion, in the event (1) we subdivide the
outstanding shares of any series of our common stock into a greater number of shares of such series of
common stock, (2) we combine the outstanding shares of any series of our common stock into a
smaller number of shares of such series of common stock or (3) there is a stock dividend, extraordinary
cash dividend, reclassification, recapitalization, reorganization, stock redemption, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase any series of our common
stock, or any other similar corporate event (including mergers or consolidations, other than approved
transactions (as defined in the incentive plan) for which other provisions are made pursuant to the
incentive plan). In addition, in the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the compensation committee has the discretion to (i) provide,
prior to the transaction, for the acceleration of vesting and exercisability, or lapse of restrictions, with
respect to the awards, or in the case of a cash merger, termination of unexercised awards, or (ii) cancel
such awards and deliver cash to holders based on the fair market value of such awards as determined
by the compensation committee, in a manner that is in compliance with the requirements of
Section 409A of the Code. If the purchase price of options or the base price of SARs, as applicable, is
greater than the fair market value of such options or SARs, the options or SARs may be canceled for
no consideration.

Amendment and Termination. The incentive plan will terminate on the fifth anniversary of the

plan’s effective date (which was August 27, 2014) unless earlier terminated by the compensation
committee. The compensation committee may suspend, discontinue, modify or amend the incentive
plan at any time prior to its termination, except that outstanding awards may not be amended to
reduce the purchase or base price of outstanding options or SARs. However, before an amendment

may be made that would adversely affect a participant who has already been granted an award, the
participant’s consent must be obtained, unless the change is necessary to comply with Section 409A of
the Code.

U.S. Federal Income Tax Consequences of Awards Granted under the Incentive Plan

Consequences to Participants

The following is a summary of the U.S. federal income tax consequences that generally will arise
with respect to awards granted under the incentive plan and with respect to the sale of any shares of
our common stock acquired under the incentive plan. This general summary does not purport to be
complete, does not describe any state, local or non-U.S. tax consequences, and does not address issues
related to the tax circumstances of any particular recipient of an award under the incentive plan.

Non-Qualified Stock Options; SARs. Holders will not recognize taxable income upon the grant of

a non-qualified stock option or a SAR. Upon the exercise of a non-qualified stock option or a SAR,
the holder will recognize ordinary income (subject to withholding, if applicable) in an amount equal to
the excess of (1) the fair market value on the date of exercise of the shares received over (2) the
exercise price or base price (if any) he or she paid for the shares. The holder will generally have a tax
basis in any shares of our common stock received pursuant to the exercise of a SAR, or pursuant to the
cash exercise of a non-qualified stock option, that equals the fair market value of such shares on the
date of exercise. The disposition of the shares of our common stock acquired upon exercise of a
non-qualified stock option will ordinarily result in capital gain or loss. We are entitled to a deduction in
an amount equal to the income recognized by the holder upon the exercise of a non-qualified stock
option or SAR.

Cash Awards; Restricted Stock Units; Restricted Shares. A holder will recognize ordinary

compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time such cash
is otherwise made available for the holder to draw upon it, and we will have a corresponding deduction
for federal income tax purposes, subject to certain limits on deductibility discussed below. A holder will
not have taxable income upon the grant of a restricted stock unit but rather will generally recognize
ordinary compensation income at the time the award is settled in an amount equal to the fair market
value of the shares received, at which time we will have a corresponding deduction for federal income
tax purposes, subject to certain limits on deductibility discussed below.

Generally, a holder will not recognize taxable income upon the grant of restricted shares, and we

will not be entitled to any federal income tax deduction upon the grant of such award. The value of the
restricted shares will generally be taxable to the holder as compensation income in the year or years in
which the restrictions on the shares of common stock lapse. Such value will equal the fair market value
of the shares on the date or dates the restrictions terminate. A holder, however, may elect pursuant to
Section 83(b) of the Code to treat the fair market value of the shares subject to the restricted share
award on the date of such grant as compensation income in the year of the grant of the restricted
share award. The holder must make such an election pursuant to Section 83(b) of the Code within
30 days after the date of grant. If such an election is made and the holder later forfeits the restricted
shares to us, the holder will not be allowed to deduct, at a later date, the amount such holder had
earlier included as compensation income. In any case, we will receive a deduction for federal income
tax purposes corresponding in amount to the amount of compensation included in the holder’s income
in the year in which that amount is so included, subject to certain limits on deductibility discussed
below.

A holder who is an employee will be subject to withholding for federal, and generally for state and

local, income taxes at the time the holder recognizes income under the rules described above with
respect to the cash or the shares of our common stock received pursuant to awards. Dividend
equivalents that are received by a holder prior to the time that the restricted shares are taxed to the

holder under the rules described in the preceding paragraph are taxed as additional compensation, not
as dividend income. The tax basis of a holder in the shares of our common stock received will equal
the amount recognized by the holder as compensation income under the rules described in the
preceding paragraph, and the holder’s holding period in such shares will commence on the date income
is so recognized.

Certain Tax Code Limitations on Deductibility.

In order for us to deduct the amounts described

above, such amounts must constitute reasonable compensation for services rendered or to be rendered
and must be ordinary and necessary business expenses. The ability to obtain a deduction for awards
under the incentive plan could also be limited by Section 280G of the Code, which provides that
certain excess parachute payments made in connection with a change in control of an employer are not
deductible. The ability to obtain a deduction for amounts paid under the incentive plan could also be
affected by Section 162(m) of the Code, which limits the deductibility, for U.S. federal income tax
purposes, of compensation paid to certain employees to $1 million during any taxable year. However,
certain exceptions apply to this limitation in the case of qualified performance-based compensation. In
certain cases, we may determine it is in our interests to not satisfy the requirements for the qualified
performance-based exception.

Code Section 409A. Section 409A of the Code generally provides that any deferred compensation
arrangement must satisfy specific requirements, both in operation and in form, regarding (1) the timing
of payment, (2) the advance election of deferrals, and (3) restrictions on the acceleration of payment.
Failure to comply with Section 409A of the Code may result in the early taxation (plus interest) to the
participant of deferred compensation and the imposition of a 20% penalty on the participant on such
deferred amounts included in the participant’s income. We intend to structure awards under the
incentive plan in a manner that is designed to be exempt from or comply with Section 409A of the
Code.

New Plan Benefits

Except as otherwise described below, due to the nature of the incentive plan and the discretionary

authority afforded the compensation committee in connection with the administration thereof, we
cannot determine or predict the value, number or type of awards to be granted pursuant to the
incentive plan.

Prior to the date of this proxy statement, we have granted awards of stock options under the
incentive plan with respect to 17,040 shares of LTRPA and 1,797,107 shares of LTRPB to an officer
and our directors, which results in 4,885,853 shares of our common stock being available for future
grants. The exercise prices of the stock options granted under the incentive plan range from $24.23 per
share to $27.83 per share, and these options have terms ranging from seven to ten years.

Vote and Recommendation

The affirmative vote of the holders of a majority of the aggregate voting power of the outstanding
shares of our common stock that are present in person or by proxy, and entitled to vote at the annual
meeting, voting together as a single class, is required to approve the incentive plan proposal.

Our board of directors unanimously recommends a vote ‘‘FOR’’ the approval of the Liberty

TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (Amended and Restated as of March 11,
2015).

PROPOSAL 3—THE SAY-ON-PAY PROPOSAL

We are providing our stockholders the opportunity to vote to approve, on an advisory basis, the
compensation of our named executive officers as described below in accordance with Section 14A of
the Securities Exchange Act of 1934, as amended (the Exchange Act). This advisory vote is often
referred to as the ‘‘say-on-pay’’ vote and allows our stockholders to express their views on the overall
compensation paid to our named executive officers. Our company values the views of our stockholders
and is committed to the efficiency and effectiveness of our company’s executive compensation program.

We are seeking stockholder approval of the compensation of our named executive officers as
disclosed in this proxy statement in accordance with applicable SEC rules, which include the disclosures
under ‘‘Compensation Discussion and Analysis,’’ the compensation tables (including all related
footnotes) and any additional narrative discussion of compensation included herein. Stockholders are
encouraged to read the ‘‘Compensation Discussion and Analysis’’ section of this proxy statement, which
provides an overview of our company’s executive compensation policies and procedures.

In accordance with Section 14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder,
and as a matter of good corporate governance, our board of directors is asking stockholders to approve
the following advisory resolution at the 2015 annual meeting of stockholders:

‘‘RESOLVED, that the stockholders of Liberty TripAdvisor Holdings, Inc. hereby approve, on
an advisory basis, the compensation paid to our company’s named executive officers, as
disclosed in this proxy statement pursuant to the rules of the SEC, including the
Compensation Discussion and Analysis, compensation tables and any related narrative
discussion.’’

Advisory Vote

Although this vote is advisory and non-binding on our board and our company, our board and the

compensation committee, which are responsible for designing and administering our company’s
executive compensation program, value the opinions expressed by our stockholders in their vote on this
proposal and will consider the outcome of the vote when making future compensation policies and
decisions for named executive officers.

Vote and Recommendation

This advisory resolution, which we refer to as the say-on-pay proposal, will be considered approved

if it receives the affirmative vote of the holders of a majority of the aggregate voting power of the
outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at
the annual meeting, voting together as a single class.

Our board of directors unanimously recommends a vote ‘‘FOR’’ the approval of the say-on-pay

proposal.

PROPOSAL 4—THE SAY-ON-FREQUENCY PROPOSAL

In accordance with the requirements of Section 14A of the Exchange Act and related rules of the
SEC, we are submitting for stockholder consideration a separate resolution for an advisory vote as to
whether a stockholder vote to approve the compensation paid to our named executive officers should
occur every one, two or three years.

After consideration, our board of directors has determined that an advisory vote on executive

compensation that occurs every three years is the most appropriate policy for us.

Our board of directors believes an advisory vote every three years would allow stockholders to
focus on the structure of our overall compensation program rather than any single event in a given
year. Doing so would be compatible with our compensation philosophy of compensating our executives
in a way that ensures they are aligned with our stockholders and have a continuing stake in our
long-term success. An advisory vote every three years would allow stockholders to consider the
achievement of our corporate goals over a longer period and would allow stockholders to engage in
more thoughtful analysis of our company’s executive compensation program by providing more time
between votes. As a result, our board of directors recommends a vote for the holding of advisory votes
on named executive officer compensation every three years.

You may cast your vote on your preferred voting frequency by choosing the option of one year,
two years, three years or abstaining from voting when you vote in response to the following resolution:

‘‘RESOLVED, that the option of once every one year, two years or three years that receives a
majority of the affirmative votes cast for this resolution will be determined to be the frequency
for the advisory vote on the compensation of the named executive officers as disclosed
pursuant to the SEC’s compensation disclosure rules that has been selected by Liberty
TripAdvisor Holdings, Inc.’s stockholders.’’

Vote and Recommendation

Stockholders will be able to cast their vote for one of four choices for this proposal on the proxy
card: one year, two years, three years or abstain. Stockholders are not being asked to vote to approve
or disapprove our board of directors’ recommendation.

If one of the frequencies receives the affirmative vote of the holders of a majority of the votes cast

on the say-on-frequency proposal by the holders of shares of our common stock that are present, in
person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, the
frequency receiving such majority vote will be the frequency selected by our board of directors for
future executive compensation votes. If no frequency receives the requisite majority, our board of
directors will carefully consider the outcome of the vote and decide the frequency at which future
advisory votes on executive compensation will be held.

Our board of directors unanimously recommends that stockholders vote in favor of ‘‘3 YEARS’’

with respect to the frequency with which stockholders are provided an advisory vote on the
compensation paid to our named executive officers.

PROPOSAL 5—THE AUDITORS RATIFICATION PROPOSAL

We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors

for the fiscal year ending December 31, 2015.

Even if the selection of KPMG LLP is ratified, the audit committee of our board of directors in its

discretion may direct the appointment of a different independent accounting firm at any time during
the year if our audit committee determines that such a change would be advisable. In the event our
stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a
direction to select other auditors for the year ending December 31, 2015.

A representative of KPMG LLP is expected to be present at the annual meeting, will have the

opportunity to make a statement if he or she so desires and is expected to be available to respond to
appropriate questions.

Audit Fees and All Other Fees

The following table presents fees incurred after the Spin-Off for professional audit services

rendered by KPMG LLP for the audit of our consolidated financial statements for 2014 (the only
calendar year in which we paid fees to KPMG LLP) and fees billed for other services rendered by
KPMG LLP:

Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit related fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$325,260
26,965

Audit and audit related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

352,225
—

Total fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$352,225

2014(1)

(1) Such fees with respect to 2014 exclude audit fees, audit related fees and tax fees billed by

KPMG LLP to TripAdvisor for services rendered. TripAdvisor is a separate public
company and its audit fees, audit related fees and tax fees (which aggregated $1,355,185
in 2014) are reviewed and approved by the audit committee of the board of directors of
TripAdvisor.

(2) Audit related fees consist of professional consultations with respect to accounting issues
affecting our financial statements, reviews of registration statements and issuance of
consents, due diligence related to potential business combinations and audits of financial
statements of certain employee benefits plans.

(3) Tax fees consist of tax compliance and consultations regarding the tax implications of

certain transactions.

Our audit committee has considered whether the provision of services by KPMG LLP to our
company other than auditing is compatible with KPMG LLP maintaining its independence and believes
that the provision of such other services is compatible with KPMG LLP maintaining its independence.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible

non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee

has approved the engagement of our independent auditor to provide the following services (all of which
are collectively referred to as pre-approved services):

(cid:127) audit services as specified in the policy, including (i) financial audits of our company and our
subsidiaries, (ii) services associated with registration statements, periodic reports and other
documents filed or issued in connection with securities offerings (including comfort letters and
consents), (iii) attestations of management reports on our internal controls and (iv) consultations
with management as to accounting or disclosure treatment of transactions;

(cid:127) audit related services as specified in the policy, including (i) due diligence services, (ii) financial

statement audits of employee benefit plans, (iii) consultations with management as to the
accounting or disclosure treatment of transactions, (iv) attest services not required by statute or
regulation, (v) certain audits incremental to the audit of our consolidated financial statements,
(vi) closing balance sheet audits related to dispositions, and (vii) general assistance with
implementation of the requirements of certain SEC rules or listing standards; and

(cid:127) tax services as specified in the policy, including federal, state, local and international tax

planning, compliance and review services, and tax due diligence and advice regarding mergers
and acquisitions.

Notwithstanding the foregoing general pre-approval, if an individual project involving the provision

of pre-approved services is expected to result in fees in excess of $50,000, or if individual projects
under $50,000 are expected to total $250,000 during the period between the regularly scheduled
meetings of the audit committee, then such projects will require the specific pre-approval of our audit
committee. Our audit committee has delegated the authority for the foregoing approvals to the
chairman of the audit committee, subject to his subsequent disclosure to the entire audit committee of
the granting of any such approval. Chris Mueller currently serves as the chairman of our audit
committee. In addition, the independent auditor is required to provide a report at each regularly
scheduled audit committee meeting on all pre-approved services incurred during the preceding quarter.
Any engagement of our independent auditors for services other than the pre-approved services requires
the specific approval of our audit committee.

Under our policy, any fees incurred by TripAdvisor in connection with the provision of services by

TripAdvisor’s independent auditor are expected to be reviewed and approved by TripAdvisor’s audit
committee pursuant to TripAdvisor’s policy regarding the pre-approval of all audit and permissible
non-audit services provided by its independent auditor in effect at the time of such approval. Such
approval by TripAdvisor’s audit committee pursuant to its policy is deemed to be pre-approval of the
services by our audit committee.

Our pre-approval policy prohibits the engagement of our independent auditor to provide any

services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

All services provided by our independent auditor during 2014 were approved in accordance with

the terms of the policy in place.

Vote and Recommendation

Our board of directors unanimously recommends a vote ‘‘FOR’’ the auditors ratification proposal.

Executive Officers

MANAGEMENT AND GOVERNANCE MATTERS

The following lists the executive officers of our company (other than Gregory B. Maffei, our
President and Chief Executive Officer, and Albert E. Rosenthaler, a Senior Vice President of our
company, who also serve as directors of our company and who are listed under ‘‘Proposals of Our
Board—Proposal 1—The Election of Directors Proposal’’), their ages and a description of their
business experience, including positions held with our company. All positions referenced in the table
below with our company include, where applicable, positions with our predecessors.

Name

Positions

Richard N. Baer . . . . . . . . . . . . Mr. Baer has served as a Senior Vice President and General
Age: 58

Counsel of our company since July 2013. He has also served as a
Senior Vice President and General Counsel of Liberty Interactive
and Liberty Media since January 2013 and Liberty Broadband
since June 2014. Previously, Mr. Baer served as Executive Vice
President and Chief Legal Officer of UnitedHealth Group
Incorporated from May 2011 to December 2012. He served as
Executive Vice President and General Counsel of Qwest
Communications International Inc. from December 2002 to April
2011 and Chief Administrative Officer from August 2008 to April
2011.

Christopher W. Shean . . . . . . . Mr. Shean has served as a Senior Vice President and Chief
Age: 49

Financial Officer of our company since July 2013. He has also
served as a Senior Vice President of Liberty Media (including its
predecessor) since May 2007, the Chief Financial Officer since
November 2011 and the Controller from May 2007 to October
2011. Mr. Shean has served as a Vice President of Liberty
Interactive from October 2000 to January 2002, a Senior Vice
President since January 2002, the Controller from October 2000 to
October 2011 and the Chief Financial Officer since November
2011. He also has served as a Senior Vice President and Chief
Financial Officer of Liberty Broadband since June 2014. Mr. Shean
has served as a director of TripAdvisor since February 2013.

Our executive officers will serve in such capacities until their respective successors have been duly

elected and have been qualified, or until their earlier death, resignation, disqualification or removal
from office. There is no family relationship between any of our executive officers or directors, by blood,
marriage or adoption.

During the past ten years, none of the above persons has had any involvement in such legal

proceedings as would be material to an evaluation of his ability or integrity.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who

own more than ten percent of a registered class of our equity securities, to file reports of ownership
and changes in ownership with the SEC. Officers, directors and greater than ten-percent stockholders
are required by SEC regulation to furnish us with copies of all Section 16 forms they file.

Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms

furnished to us during our most recent fiscal year, or written representations that no Forms 5 were

required, we believe that, during the year ended December 31, 2014, all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten-percent beneficial owners were
met.

Code of Ethics

We have adopted a code of ethics that applies to all of our employees, directors and officers,
which constitutes our ‘‘code of ethics’’ within the meaning of Section 406 of the Sarbanes-Oxley Act.
Our code of ethics is available on our website at www.libertytripadvisorholdings.com.

Director Independence

It is our policy that a majority of the members of our board of directors be independent of our

management. For a director to be deemed independent, our board of directors must affirmatively
determine that the director has no direct or indirect material relationship with us. To assist our board
of directors in determining which of our directors qualify as independent for purposes of Nasdaq rules
as well as applicable rules and regulations adopted by the SEC, the nominating and corporate
governance committee of our board of directors follows the Corporate Governance Rules of The
Nasdaq Stock Market on the criteria for director independence.

Our board of directors has determined that each of Michael J. Malone, Chris Mueller, Larry E.

Romrell and J. David Wargo qualifies as an independent director of our company.

Board Composition

As described above under ‘‘Proposals of Our Board—Proposal 1—The Election of Directors
Proposal,’’ our board is comprised of directors with a broad range of backgrounds and skill sets,
including in media and telecommunications, technology, venture capital, private equity, real estate
finance, auditing and financial engineering. For more information on our policies with respect to board
candidates, see ‘‘—Committees of the Board of Directors—Nominating and Corporate Governance
Committee’’ below.

Board Leadership Structure

Our board has separated the positions of Chairman of the Board and Chief Executive Officer
(principal executive officer). John C. Malone, one of our largest stockholders, holds the position of
Chairman of the Board, leads our board and board meetings and provides strategic guidance to our
Chief Executive Officer. Gregory B. Maffei, our President, holds the position of Chief Executive
Officer, leads our management team and is responsible for driving the performance of our company.
We believe this division of responsibility effectively assists our board in fulfilling its duties.

Board Role in Risk Oversight

The board as a whole has responsibility for risk oversight, with reviews of certain areas being
conducted by the relevant board committees. Our audit committee oversees management of financial
risks and risks relating to potential conflicts of interest. Our compensation committee oversees the
management of risks relating to our compensation arrangements with senior officers. Our nominating
and corporate governance committee oversees risks associated with the independence of the board.
These committees then provide reports periodically to the full board. The oversight responsibility of the
board and its committees is enabled by management reporting processes that are designed to provide
visibility to the board about the identification, assessment and management of critical risks. These areas
of focus include strategic, operational, financial and reporting, succession and compensation, legal and
compliance, and other risks. Our management reporting processes include regular reports from our
Chief Executive Officer, which are prepared with input from our senior management team, and also
include input from our Internal Audit group.

Committees of the Board of Directors

Executive Committee

Our board of directors has established an executive committee, whose members are John C.
Malone, Gregory B. Maffei and Albert E. Rosenthaler. Except as specifically prohibited by the General
Corporation Law of the State of Delaware, the executive committee may exercise all the powers and
authority of our board of directors in the management of our business and affairs, including the power
and authority to authorize the issuance of shares of our capital stock.

Compensation Committee

Our board of directors has established a compensation committee, whose chairman is Larry E.

Romrell and whose other members are Michael J. Malone and J. David Wargo. See ‘‘—Director
Independence’’ above.

In connection with the Spin-Off, we entered into a Services Agreement, dated August 27, 2014,
with Liberty Media (the services agreement), pursuant to which Liberty Media will provide us with
administrative, executive and management services. The compensation committee will evaluate the
services fee under the services agreement on at least an annual basis. In addition, the compensation
committee may approve incentive awards or other forms of compensation to employees of Liberty
Media who are providing services to our company, which employees include our executive officers. For
example, in December 2014, the compensation committee determined to grant the 2014 Options (as
defined below) to Mr. Maffei. See ‘‘Executive Compensation—Compensation Discussion and Analysis—
Elements of 2014 Executive Compensation.’’

If we engage a chief executive officer or other officer at the senior vice president level or higher to

perform services for our company outside the services agreement, the compensation committee will
review and approve corporate goals and objectives relevant to the compensation of any such person.
The compensation committee also oversees the compensation of the chief executive officers of our non-
public operating subsidiaries. For a description of our current processes and policies for consideration
and determination of executive compensation, including the role of our Chief Executive Officer and
outside consultants in determining or recommending amounts and/or forms of compensation, see
‘‘Executive Compensation—Compensation Discussion and Analysis.’’

Our board of directors has adopted a written charter for the compensation committee, which is

available on our website at www.libertytripadvisorholdings.com.

Compensation Committee Report

The compensation committee has reviewed and discussed with our management the

‘‘Compensation Discussion and Analysis’’ included under ‘‘Executive Compensation’’ below. Based on
such review and discussions, the compensation committee recommended to our board of directors that
the ‘‘Compensation Discussion and Analysis’’ be included in this proxy statement.

Submitted by the Members of the Compensation Committee
Larry E. Romrell
Michael J. Malone
J. David Wargo

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee is or has been an officer or employee of our
company, or has engaged in any related party transaction in which our company was a participant.

Nominating and Corporate Governance Committee

Our board of directors has established a nominating and corporate governance committee, whose
chairman is J. David Wargo and whose other members are Michael J. Malone and Larry E. Romrell.
See ‘‘—Director Independence’’ above.

The nominating and corporate governance committee identifies individuals qualified to become
board members consistent with criteria established or approved by our board of directors from time to
time, identifies director nominees for upcoming annual meetings, develops corporate governance
guidelines applicable to our company and oversees the evaluation of our board and management.

The nominating and corporate governance committee will consider candidates for director

recommended by any stockholder provided that such recommendations are properly submitted. Eligible
stockholders wishing to recommend a candidate for nomination as a director should send the
recommendation in writing to the Corporate Secretary, Liberty TripAdvisor Holdings, Inc.,
12300 Liberty Boulevard, Englewood, Colorado 80112. Stockholder recommendations must be made in
accordance with our bylaws, as discussed under ‘‘Stockholder Proposals’’ below, and contain the
following information:

(cid:127) the name and address of the proposing stockholder and the beneficial owner, if any, on whose

behalf the nomination is being made, and documentation indicating the number of shares of our
common stock owned beneficially and of record by such person and the holder or holders of
record of those shares, together with a statement that the proposing stockholder is
recommending a candidate for nomination as a director;

(cid:127) the candidate’s name, age, business and residence addresses, principal occupation or

employment, business experience, educational background and any other information relevant in
light of the factors considered by the nominating and corporate governance committee in making
a determination of a candidate’s qualifications, as described below;

(cid:127) a statement detailing any relationship, arrangement or understanding between the proposing
stockholder and/or beneficial owner(s), if different, and any other person(s) (including their
names) under which the proposing stockholder is making the nomination and any affiliates or
associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing stockholder(s) or
beneficial owner (each a Proposing Person);

(cid:127) a statement detailing any relationship, arrangement or understanding that might affect the

independence of the candidate as a member of our board of directors;

(cid:127) any other information that would be required under SEC rules in a proxy statement soliciting

proxies for the election of such candidate as a director;

(cid:127) a representation as to whether the Proposing Person intends (or is part of a group that intends)
to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

(cid:127) a representation by each Proposing Person who is a holder of record of our common stock as to

whether the notice is being given on behalf of the holder of record and/or one or more
beneficial owners, the number of shares held by any beneficial owner along with evidence of
such beneficial ownership and that such holder of record is entitled to vote at the annual
stockholders meeting and intends to appear in person or by proxy at the annual stockholders
meeting at which the person named in such notice is to stand for election;

(cid:127) a signed consent of the candidate to be named in the proxy statement and to serve as a director,

if nominated and elected;

(cid:127) a representation as to whether the Proposing Person has received any financial assistance,

funding or other consideration from any other person regarding the nomination (a Stockholder
Associated Person) (including the details of such assistance, funding or consideration); and

(cid:127) a representation as to whether and the extent to which any hedging, derivative or other

transaction has been entered into with respect to our company within the last six months by, or
is in effect with respect to, the Proposing Person, any person to be nominated by the proposing
stockholder or any Stockholder Associated Person, the effect or intent of which transaction is to
mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the
voting power of, the Proposing Person, its nominee, or any such Stockholder Associated Person.

In connection with its evaluation, the nominating and corporate governance committee may
request additional information from the proposing stockholder and the candidate. The nominating and
corporate governance committee has sole discretion to decide which individuals to recommend for
nomination as directors.

To be nominated to serve as a director, a nominee need not meet any specific minimum criteria.

However, the nominating and corporate governance committee believes that nominees for director
should possess the highest personal and professional ethics, integrity, values and judgment and should
be committed to the long-term interests of our stockholders. When evaluating a potential director
nominee, including one recommended by a stockholder, the nominating and corporate governance
committee will take into account a number of factors, including, but not limited to, the following:

(cid:127) independence from management;

(cid:127) his or her unique background, including education, professional experience and relevant skill

sets;

(cid:127) judgment, skill, integrity and reputation;

(cid:127) existing commitments to other businesses as a director, executive or owner;

(cid:127) personal conflicts of interest, if any; and

(cid:127) the size and composition of the existing board of directors, including whether the potential
director nominee would positively impact the composition of the board by bringing a new
perspective or viewpoint to the board of directors.

The nominating and corporate governance committee does not assign specific weights to particular
criteria and no particular criterion is necessarily applicable to all prospective nominees. The nominating
and corporate governance committee does not have a formal policy with respect to diversity; however,
our board and the nominating and corporate governance committee believe that it is important that
our board members represent diverse viewpoints.

When seeking candidates for director, the nominating and corporate governance committee may
solicit suggestions from incumbent directors, management, stockholders and others. After conducting an
initial evaluation of a prospective nominee, the nominating and corporate governance committee will
interview that candidate if it believes the candidate might be suitable to be a director. The nominating
and corporate governance committee may also ask the candidate to meet with management. If the
nominating and corporate governance committee believes a candidate would be a valuable addition to
our board of directors, it may recommend to the full board that candidate’s nomination and election.

Prior to nominating an incumbent director for re-election at an annual meeting of stockholders,
the nominating and corporate governance committee will consider the director’s past attendance at, and
participation in, meetings of the board of directors and its committees and the director’s formal and
informal contributions to the various activities conducted by the board and the board committees of
which such individual is a member.

The members of our nominating and corporate governance committee have determined that
Messrs. Maffei, John C. Malone, Michael J. Malone, Chris Mueller, Larry E. Romrell, Albert E.
Rosenthaler and J. David Wargo, who are nominated for election at the annual meeting, continue to be
qualified to serve as directors of our company and such nomination was approved by the entire board
of directors.

Our board of directors has adopted a written charter for the nominating and corporate governance

committee. Our board of directors has also adopted corporate governance guidelines, which were
developed by the nominating and corporate governance committee. The charter and the corporate
governance guidelines are available on our website at www.libertytripadvisorholdings.com.

Audit Committee

Our board of directors has established an audit committee, whose chairman is Chris Mueller and

whose other members are Michael J. Malone and J. David Wargo. See ‘‘—Director Independence’’
above.

Our board of directors has determined that Mr. Mueller is an ‘‘audit committee financial expert’’
under applicable SEC rules and regulations. The audit committee reviews and monitors the corporate
financial reporting and the internal and external audits of our company. The committee’s functions
include, among other things:

(cid:127) appointing or replacing our independent auditors;

(cid:127) reviewing and approving in advance the scope and the fees of our annual audit and reviewing

the results of our audits with our independent auditors;

(cid:127) reviewing and approving in advance the scope and the fees of non-audit services of our

independent auditors;

(cid:127) reviewing compliance with and the adequacy of our existing major accounting and financial

reporting policies;

(cid:127) reviewing our management’s procedures and policies relating to the adequacy of our internal
accounting controls and compliance with applicable laws relating to accounting practices;

(cid:127) confirming compliance with applicable SEC and stock exchange rules; and

(cid:127) preparing a report for our annual proxy statement.

Our board of directors has adopted a written charter for the audit committee, which is available

on our website at www.libertytripadvisorholdings.com.

Audit Committee Report

Each member of the audit committee is an independent director as determined by our board of

directors, based on the listing standards of The Nasdaq Stock Market. Each member of the audit
committee also satisfies the SEC’s independence requirements for members of audit committees. Our
board of directors has determined that Mr. Mueller is an ‘‘audit committee financial expert’’ under
applicable SEC rules and regulations.

The audit committee reviews our financial reporting process on behalf of our board of directors.

Management has primary responsibility for establishing and maintaining adequate internal controls, for
preparing financial statements and for the public reporting process. Our independent auditor,
KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated
financial statements with U.S. generally accepted accounting principles. Our independent auditor also
expresses its opinion as to the effectiveness of our internal control over financial reporting.

Our audit committee has reviewed and discussed with management and KPMG LLP our most

recent audited consolidated financial statements, as well as management’s assessment of the
effectiveness of our internal control over financial reporting and KPMG LLP’s evaluation of the
effectiveness of our internal control over financial reporting. Our audit committee has also discussed
with KPMG LLP the matters required to be discussed by the Public Company Accounting Oversight
Board Auditing Standard No. 16, Communications with Audit Committees, including that firm’s
judgment about the quality of our accounting principles, as applied in its financial reporting.

KPMG LLP has provided our audit committee with the written disclosures and the letter required

by the applicable requirements of the Public Company Accounting Oversight Board regarding
KPMG LLP’s communications with the audit committee concerning independence, and the audit
committee has discussed with KPMG LLP that firm’s independence from the company and its
subsidiaries.

Based on the reviews, discussions and other considerations referred to above, our audit committee
recommended to our board of directors that the audited financial statements be included in our Annual
Report on Form 10-K for the year ended December 31, 2014, which was filed on March 12, 2015 with
the SEC.

Submitted by the Members of the Audit Committee
Chris Mueller
Michael J. Malone
J. David Wargo

Other

Our board of directors, by resolution, may from time to time establish other committees of our

board of directors, consisting of one or more of our directors. Any committee so established will have
the powers delegated to it by resolution of our board of directors, subject to applicable law.

Board Meetings

During 2014, there were three meetings of our full board of directors, no meetings of our

executive committee, six meetings of our compensation committee, one meeting of our nominating and
corporate governance committee and two meetings of our audit committee.

During 2014, each of John C. Malone, Gregory B. Maffei and Albert Rosenthaler attended fewer

than 75% of (i) the total number of meetings of the full board of directors (during the period for
which such individual was a director) and (ii) the total number of meetings held by all committees of
the board of directors on which such individual served (during the periods served). The only committee
on which each of Messrs. Malone, Maffei and Rosenthaler serves is the executive committee, of which
there were no meetings in 2014. Each of Messrs. Malone, Maffei and Rosenthaler attended two of the
three meetings of our full board of directors in 2014, recusing themselves from one joint meeting of the
board of directors and the compensation committee at which a grant of the 2014 Options to Mr. Maffei
and the entry of Mr. Maffei and our company into a standstill letter were discussed. See ‘‘Certain
Relationships and Related Transactions—Letter Agreement with Mr. Maffei.’’

Director Attendance at Annual Meetings

Our board of directors encourages all members of the board to attend the 2015 annual meeting of

our stockholders, which is our first annual meeting, and to attend future annual meetings of our
stockholders.

Stockholder Communication with Directors

Our stockholders may send communications to our board of directors or to individual directors by

mail addressed to the Board of Directors or to an individual director c/o Liberty TripAdvisor
Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. All such communications from
stockholders will be forwarded to our directors on a timely basis.

Executive Sessions

In 2014, the independent directors of our company, then serving, met at one executive session of

the full board of directors without management participation.

Any interested party who has a concern regarding any matter that it wishes to have addressed by
our independent directors, as a group, at an upcoming executive session may send its concern in writing
addressed to Independent Directors of Liberty TripAdvisor Holdings, Inc., c/o Liberty TripAdvisor
Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. The current independent
directors of our company are Michael J. Malone, Chris Mueller, Larry E. Romrell and J. David Wargo.

EXECUTIVE COMPENSATION

This section sets forth information relating to, and an analysis and discussion of, compensation
paid by our company to the following persons (who we collectively refer to as our named executive
officers):

(cid:127) Gregory B. Maffei, our Chief Executive Officer and President; and

(cid:127) Christopher W. Shean, our Chief Financial Officer.

Pursuant to the services agreement (as described below), employees of Liberty Media perform
management services for our company for a monthly fee, which is reviewed quarterly by the audit
committees of our company and Liberty Media. As described above, our executive officers are
comprised of Messrs. Maffei, Baer, Rosenthaler and Shean, each of which is an employee of Liberty
Media and provides executive services to our company under the services agreement. They are not
separately compensated by our company other than with respect to any equity awards relating to our
common stock that our compensation committee may determine to grant. Messrs. Baer and
Rosenthaler did not receive any equity awards relating to our common stock in 2014, and the portions
of their individual compensation packages related to services that they provided to our company under
the services agreement were deemed to be less than $100,000. Accordingly, they are not considered
‘‘named executive officers’’ of our company for purposes of the Exchange Act and the rules adopted by
the Securities and Exchange Commission.

Compensation Discussion and Analysis

Compensation Overview

Services Agreement

In August 2014, we were spun off from our former parent, Liberty Interactive. Liberty Interactive

is currently party to a services agreement with Liberty Media under which Liberty Media provides
Liberty Interactive with certain specific services. In connection with the Spin-Off, we entered into a
services agreement with Liberty Media (the services agreement), pursuant to which Liberty Media
provides to our company certain administrative and management services, and we pay Liberty Media a
monthly management fee, the amount of which is subject to semi-annual review (and at least an annual
review by our compensation committee). As a result, employees, including our named executive
officers, who provide services to our company pursuant to the services agreement are not separately
compensated by our company other than with respect to equity awards with respect to our common
stock. For the year ended December 31, 2014, we accrued management fees payable to Liberty Media
under the services agreement of $841,667.

Role of Chief Executive Officer in Compensation Decisions; Setting Executive Compensation

The Chief Executive Officer did not have any role in making compensation decisions for the year

ended December 31, 2014, because our company had been a wholly owned subsidiary of Liberty
Interactive until August 2014, and between the time of the Spin-Off and the end of 2014, no separate
compensation decisions were made with respect to any of the executive officers (other than the grant of
Mr. Maffei’s 2014 Options (as defined below), which was made in the sole discretion of our
compensation committee).

Prospectively, our Chief Executive Officer may make recommendations with respect to any equity

compensation to be awarded to our executive officers. As a result of the management fee paid to
Liberty Media, the compensation committee does not expect to provide any cash compensation to the
executive officers, rather it may determine to separately compensate the executive officers with equity
incentive compensation. It is expected that our Chief Executive Officer, in making any related

recommendations to our compensation committee, will evaluate the performance and contributions of
each of our executive officers, given his respective area of responsibility, and, in doing so, will consider
various qualitative factors such as:

(cid:127) the executive officer’s experience and overall effectiveness;

(cid:127) the executive officer’s performance;

(cid:127) the responsibilities of the executive officer, including any changes to those responsibilities over

the year; and

(cid:127) the executive officer’s demonstrated leadership and management ability.

Elements of 2014 Executive Compensation

For 2014, the principal component of Mr. Maffei’s compensation was an equity incentive award
granted on December 21, 2014. Mr. Maffei received a one-time grant of 1,797,107 options to purchase
shares of LTRPB at an exercise price of $27.83 per share (the 2014 Options). One-half of the 2014
Options will vest on the fourth anniversary of the grant date with the remaining 2014 Options vesting
on the fifth anniversary of the grant date, in each case, subject to Mr. Maffei being employed on the
applicable vesting date. The 2014 Options will have a term of ten years. The 2014 Options are
multi-year awards that have a cliff vesting feature to align Mr. Maffei’s interests with the long-term
interests of our stockholders, particularly in the absence of any direct cash compensation to be paid to
him. As described below, multi-year stock awards are consistent with the compensation policy of our
compensation committee and that of our predecessor.

Mr. Shean, our other named executive officer, did not receive any equity compensation from our

company during 2014. The equity awards held by Mr. Shean and reported below in ‘‘—Outstanding
Equity Awards at Fiscal Year-End’’ were issued as a result of the anti-dilution adjustments applied to
his outstanding equity awards relating to Liberty Interactive’s Liberty Ventures common stock at the
time of the completion of the Spin-Off, including his unvested multi-year grant described below.

Equity Incentive Compensation

Consistent with our compensation philosophy, our compensation committee believes in aligning the

interests of the named executive officers with those of our stockholders through awards of stock-based
incentive compensation. This ensures that our executives have a continuing stake in our long-term
success.

As described above in ‘‘Proposal 2—The Incentive Plan Proposal,’’ the incentive plan provides for

the grant of a variety of incentive awards, including stock options, restricted shares, restricted stock
units, stock appreciation rights and performance awards. Our compensation committee has a preference
for grants of stock options and awards of restricted stock or restricted stock units (as compared with
other types of available awards under the incentive plan) based on the belief that they better promote
retention of key employees through the continuing, long-term nature of an equity investment. It is the
policy of our compensation committee that stock options be awarded with an exercise price equal to
fair market value on the date of grant, typically measured by reference to the closing price on the grant
date.

Recently, the Liberty Interactive compensation committee determined to make larger grants
(equaling approximately four to five years’ value of the annual grants made in years prior to 2009) that
vest between four and five and three-quarters years after grant, rather than making annual grants over
the same period. These multi-year grants provide for back-end weighted vesting and generally expire
ten years after grant to encourage executives to remain with the company over the long-term and to
better align their interests with those of the stockholders. In that regard, multi-year awards were

granted to our executive officers prior to 2014, including to Mr. Shean, and, accordingly, the multi-year
awards were adjusted in connection with the Spin-Off pursuant to the anti-dilution provisions of the
incentive plans under which they were granted.

Policy on Restatements

In those instances where we grant equity-based incentive compensation, we expect to include in the
related agreement with the executive a right, in favor of our company, to require the executive to repay
or return to the company any cash, stock or other incentive compensation (including proceeds from the
disposition of shares received upon exercise of options or stock appreciation rights). That right will
arise if (1) a material restatement of any of our financial statements is required and (2) in the
reasonable judgment of our compensation committee, (A) such restatement is due to material
noncompliance with any financial reporting requirement under applicable securities laws and (B) such
noncompliance is a result of misconduct on the part of the executive. In determining the amount of
such repayment or return, our compensation committee may take into account, among other factors it
deems relevant, the extent to which the market value of the applicable series of our common stock was
affected by the errors giving rise to the restatement. The cash, stock or other compensation that we
may require the executive to repay or return must have been received by the executive during the
12-month period beginning on the date of the first public issuance or the filing with the SEC,
whichever occurs earlier, of the financial statement requiring restatement. The compensation required
to be repaid or returned will include (1) cash or company stock received by the executive (A) upon the
exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon
the payment during that 12-month period of any incentive compensation, the value of which is
determined by reference to the value of company stock, and (2) any proceeds received by the executive
from the disposition during that 12-month period of company stock received by the executive upon the
exercise, vesting or payment during that 12-month period of any award of equity-based incentive
compensation.

Summary Compensation Table

Name and Principal Position
(as of 12/31/14)

Year

Stock
Salary Bonus Awards
($)

($)

Non-Equity
Incentive
Plan
Compensation
($)

Option
Awards
($)(1)

Gregory B. Maffei

.
President and Chief Executive
Officer

2014

—

25,057,422

Christopher W. Shean .

.
Senior Vice President and Chief
Financial Officer

2014

—

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)

—

All Other
Compensation
($)

—

Total
($)

25,057,422

—

(1)

Reflects the grant date fair value of stock options awarded to Mr. Maffei, which has been computed in accordance with FASB ASC
Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in
these calculations, see Note 9 to our consolidated financial statements for the year ended December 31, 2014 (which are included in our
Annual Report on Form 10-K as filed with the SEC on March 12, 2015 (the 2014 10-K)).

Executive Compensation Arrangements

Gregory B. Maffei

Option Grant. On December 21, 2014, Mr. Maffei received a one-time grant of the 2014 Options

consisting of 1,797,107 options to purchase shares of LTRPB at an exercise price of $27.83 per share.
One-half of the 2014 Options will vest on the fourth anniversary of the grant date with the remaining
2014 Options vesting on the fifth anniversary of the grant date, in each case, subject to Mr. Maffei

being employed on the applicable vesting date. The 2014 Options will have a term of ten years.
Pursuant to the services agreement, as an employee of Liberty Media, Mr. Maffei provides services to
our company and is not separately compensated by our company other than with respect to equity
awards with respect to our common stock.

Upon a ‘‘change in control’’ (as defined in the award agreement relating to the 2014 Options)
prior to Mr. Maffei’s termination or in the event of Mr. Maffei’s termination for death or disability, all
of his unvested 2014 Options will become exercisable. If Mr. Maffei is terminated by our company for
‘‘cause’’ (as such term is defined in the award agreement relating to the 2014 Options), all of his
unvested 2014 Options will terminate. If Mr. Maffei is terminated by our company without ‘‘cause’’ or
if he terminates his employment for ‘‘good reason’’ (as such term is defined in the award agreement
relating to the 2014 Options), then each unvested tranche of 2014 Options will vest pro rata based on
the number of days in the vesting period for such tranche elapsed since the grant date plus 548
calendar days; however, in the event (i) all members of the ‘‘Malone Group’’ (as such term is defined
in the award agreement relating to the 2014 Options) cease to beneficially own our company’s
securities representing at least 20% of our voting power, (ii) within 90 to 210 days of clause (i)
Mr. Maffei’s employment is terminated by our company without cause or by Mr. Maffei for good
reason and (iii) at the time of clause (i) Mr. Maffei does not beneficially own our company’s securities
representing at least 20% of our voting power, then all unvested 2014 Options will vest in full as of the
date of Mr. Maffei’s termination. In no event will the vesting of the 2014 Options accelerate upon
Mr. Maffei’s voluntary termination of his employment with our company without good reason. In
addition, in no event will the vesting of the 2014 Options accelerate upon termination of Mr. Maffei’s
employment for any reason with Liberty Media. In the event of a change in control prior to
Mr. Maffei’s termination, all of the 2014 Options will remain exercisable until the end of the term. If
Mr. Maffei is terminated for cause prior to December 31, 2019 (without a prior change in control
occurring), then all vested 2014 Options will expire on the 90th day following such termination. In all
other events of termination or if Mr. Maffei has not been terminated prior to December 31, 2019, all
vested 2014 Options will expire at the end of the term.

Equity Incentive Plans

The incentive plan is designed to provide additional remuneration to officers, employees,

nonemployee directors and independent contractors for service to our company and to encourage those
persons’ investment in our company. Non-qualified stock options, SARs, restricted shares, restricted
stock units, cash awards, performance awards or any combination of the foregoing may be granted
under the incentive plan (collectively, awards). The maximum number of shares of our common stock
with respect to which awards may be granted is 6,700,000, subject to anti-dilution and other adjustment
provisions of the incentive plan. With limited exceptions, under the incentive plan, no person may be
granted in any calendar year awards covering more than 2,000,000 shares of our common stock, subject
to anti-dilution and other adjustment provisions of the incentive plan. In addition, no person may
receive payment for cash awards during any calendar year in excess of $10 million and no nonemployee
director may be granted during any calendar year awards having a value (as determined on the grant
date of such award) in excess of $3 million. Shares of our common stock issuable pursuant to awards
will be made available from either authorized but unissued shares or shares that have been issued but
reacquired by our company. The incentive plan is administered by the compensation committee with
regard to all awards granted under the incentive plan (other than awards granted to the nonemployee
directors), and the compensation committee has full power and authority to determine the terms and
conditions of such awards. The incentive plan is administered by the full board of directors with regard
to all awards granted under the incentive plan to nonemployee directors, and the full board of directors
has full power and authority to determine the terms and conditions of such awards.

In connection with the Spin-Off, new equity incentive awards with respect to our common stock

(new Liberty TripAdvisor awards) were issued in connection with adjustments made to outstanding
equity incentive awards with respect to shares of Liberty Interactive’s Liberty Ventures common stock
which have been granted to various directors, officers and employees and consultants of Liberty
Interactive and certain of its subsidiaries pursuant to the various stock incentive plans administered by
the Liberty Interactive board of directors or the compensation committee thereof. These new Liberty
TripAdvisor awards were issued pursuant to the Liberty TripAdvisor Holdings, Inc. Transitional Stock
Adjustment Plan (the transitional plan), which governs the terms and conditions of the new Liberty
TripAdvisor awards but will not be used to make any additional grants following the Spin-Off.

Grants of Plan-Based Awards

The following table contains information regarding plan-based incentive awards granted during the

year ended December 31, 2014 to the named executive officers. Mr. Shean did not receive any grants
during 2014.

Name

Grant Date

Gregory B. Maffei

LTRPB . . . . . . . . . . . 12/21/2014

Christopher W. Shean . .

—

Estimated Future Payouts
under Non-equity
Incentive Plan Awards

Threshold Target Maximum
($)

($)

All Other
Option Awards:
Number of
Securities
Underlying
Options (#)

Exercise or
Base Price
of Option
Awards ($/Sh)

Grant Date
Fair Value
of Stock
and Option
Awards ($)

—

1,797,107

27.83

25,057,422

—

Outstanding Equity Awards at Fiscal Year-End

The following table contains information regarding unexercised options and unvested shares of our

common stock which were outstanding as of December 31, 2014 and held by the named executive
officers.

Option awards

Number of
securities
underlying
unexercised
options
(#)
Exercisable

Number of
securities
underlying
unexercised
options (#)
Unexercisable

Option
exercise
price ($)

Option
expiration
date

Stock awards

Number of
shares or Market value
of shares or
units of
units of
stock that
stock that
have not
have not
vested
vested ($)
(#)

Name

Gregory B. Maffei
Option Awards

LTRPB . . . . . . . . . . . . . .

—

1,797,107(1)

27.83

12/21/2024

Christopher W. Shean
Option Awards

LTRPA . . . . . . . . . . . . . .
LTRPA . . . . . . . . . . . . . .
LTRPA . . . . . . . . . . . . . .
LTRPA . . . . . . . . . . . . . .

13,036
11,416
2,489
33,262

—
—
—
16,632(2)

14.11
14.11
14.11
14.11

12/16/2015
12/17/2016
12/17/2016
03/19/2020

—

—
—
—
—

—

—
—
—
—

Stock Awards

LTRPA . . . . . . . . . . . . . .

—

— 5,250(2)

141,225

(1) Vests 50% on December 21, 2018 and 50% on December 21, 2019.

(2) Vests in full on December 31, 2015.

Option Exercises and Stock Vested

The following table sets forth information concerning the exercise of vested options and the vesting

of restricted stock held by our named executive officers, in each case, during the year ended
December 31, 2014.

Name

Gregory B. Maffei

Option Awards

Stock Awards

Number of
shares
acquired on
exercise (#)(1)

Value
realized on
exercise ($)

Number of
shares
acquired on
vesting (#)(1)

Value
realized on
vesting ($)

LTRPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

747,859

9,617,467

147,388

(2)

Christopher W. Shean

LTRPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,837

76,848

—

(1) Includes shares withheld in payment of withholding taxes at election of holder.

(2) On December 4, 2012 (the Grant Date), to effect Liberty Interactive’s 2012 option modification

program, Liberty Interactive’s compensation committee approved the acceleration of each unvested
in-the-money option to acquire shares of its Series A Liberty Interactive common stock (QVCA)
and Series A Liberty Ventures common stock (LVNTA) held by certain of its and its subsidiaries’
officers (collectively, the Eligible Optionholders), including Mr. Maffei, who is a named executive
officer of our company and was a named executive officer of Liberty Interactive on the Grant
Date. Following this acceleration, also on the Grant Date, each Eligible Optionholder exercised, on
a net settled basis, substantially all of his or her outstanding in-the-money vested and unvested
options to acquire QVCA or LVNTA shares (the Eligible Options) and with respect to each
unvested Eligible Option, each Eligible Optionholder acquired QVCA or LVNTA shares which
have a vesting schedule identical to that of the unvested Eligible Option (the New Shares). In
connection with the Spin-Off, new equity incentive awards with respect to our common stock were
issued in connection with adjustments made to outstanding equity incentive awards with respect to
shares of Liberty Interactive’s Liberty Ventures common stock, including the New Shares.

The Value column below represents the value related to awards with respect to LTRPA held by
Mr. Maffei that were subject to continued vesting requirements as of the Grant Date, but which
vested during the twelve months ended December 31, 2014. Such value was realized by Mr. Maffei
in 2012 and therefore included in Liberty Interactive’s proxy statement relating to its 2013 annual
meeting of stockholders under ‘‘Executive Compensation—Option Exercises and Stock Vested.’’

Number of shares
acquired upon
lapse of
restriction (#)

147,388

Value ($)

2,119,439

Potential Payments Upon Termination or Change-in-Control

The following table sets forth the potential payments to our named executive officers if their
employment with our company had terminated or a change in control had occurred, in each case, as of
December 31, 2014. In the event of such a termination or change in control, the actual amounts may
be different due to various factors. In addition, we may enter into new arrangements or modify these
arrangements from time to time.

The amounts provided in the tables are based on the closing market prices on December 31, 2014,

the last trading day of such year, for our Series A common stock and Series B common stock, which

were $26.90 and $26.66, respectively. The value of the options and SARs shown in the table is based on
the spread between the exercise or base price of the award and the applicable closing market price.
The value of the restricted stock shown in the table is based on the applicable closing market price and
the number of shares unvested.

The circumstances giving rise to these potential payments and a brief summary of the provisions

governing their payout are described below and in the footnotes to the table (other than those
described under ‘‘—Executive Compensation Arrangements,’’ which are incorporated by reference
herein):

Voluntary Termination. Each of the named executive officers holds equity awards that were issued

under the transitional plan, and Mr. Maffei holds the 2014 Options which were issued under the
incentive plan. Under these plans and the related award agreements, in the event of a voluntary
termination of his employment with our company for any reason, each named executive officer would
only have a right to the equity grants that vested prior to his termination date, except that under his
award agreement, Mr. Maffei has certain acceleration rights with respect to his 2014 Options upon a
voluntary termination for good reason. Mr. Maffei and Mr. Shean are not entitled to any severance
payments or other benefits upon a voluntary termination of his employment for any reason.

Termination for Cause. All outstanding equity grants constituting options or stock appreciation
rights, whether unvested or vested but not yet exercised, and all equity grants constituting unvested
restricted shares under the existing incentive plans would be forfeited by any named executive officer
(other than Mr. Maffei in the case of equity grants constituting vested options or similar rights) who is
terminated for ‘‘cause.’’ The transitional plan, which governs the awards (other than the 2014 Options),
unless there is a different definition in the applicable award agreement, defines ‘‘cause’’ as
insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the
refusal to perform his duties and responsibilities for any reason other than illness or incapacity;
provided that, if such termination is within 12 months after a change in control (as described below),
‘‘cause’’ means a felony conviction for fraud, misappropriation or embezzlement. With respect to
Mr. Maffei’s equity grants, including the 2014 Options, ‘‘cause,’’ as defined in the award agreement,
also includes Mr. Maffei’s failure to comply in any material respect with any written agreement
between him and our company or any of our subsidiaries if such failure causes demonstrable material
injury to our company or any of our subsidiaries, except that in the event of his termination following a
change in control, Mr. Maffei is entitled to certain procedural and cure rights relating to such
termination. Mr. Maffei has certain continuing rights under the award agreement for his 2014 Options
to exercise vested options following a termination for ‘‘cause.’’ See ‘‘—Executive Compensation
Arrangements.’’

Termination Without Cause or for Good Reason. Pursuant to the award agreement for the 2014

Options, Mr. Maffei’s 2014 Options are subject to acceleration upon a termination of his employment
without cause or for good reason. See ‘‘—Executive Compensation Arrangements—Gregory B. Maffei’’
above for additional entitlements.

Mr. Shean’s multi-year award, which is his only unvested award, provides for vesting upon a

termination of employment without cause of those options or restricted shares, as applicable, that
would have vested during the 12-month period following the termination date if such person had
remained an employee, plus a pro rata portion of the remaining unvested options or restricted shares,
as applicable, based on the portion of the vesting period elapsed through the termination date.
Mr. Shean is not entitled to any severance pay or other benefits upon a termination without cause.

Death.

In the event of death of any of the named executive officers, the incentive plans and

applicable award agreements provide for vesting in full of any outstanding options or SARs and the

lapse of restrictions on any restricted share awards. See ‘‘Executive Compensation Arrangements’’
above.

Disability.

If the employment of any of the named executive officers is terminated due to
disability, which is defined in the incentive plans or applicable award agreements, such plans or
agreements provide for vesting in full of any outstanding options or SARs and the lapse of restrictions
on any restricted share awards. See ‘‘—Executive Compensation Arrangements’’ above.

Change in Control.

In case of a change in control, the incentive plans provide for vesting in full of

any outstanding options or SARs and the lapse of restrictions on any restricted share awards held by
the named executive officers. A change in control is generally defined as:

(cid:127) The acquisition by a non-exempt person (as defined in the incentive plans) of beneficial

ownership of at least 20% of the combined voting power of the then outstanding shares of our
company ordinarily having the right to vote in the election of directors, other than pursuant to a
transaction approved by our board of directors.

(cid:127) The individuals constituting our board of directors over any two consecutive years cease to

constitute at least a majority of the board, subject to certain exceptions that permit the board to
approve new members by approval of at least two-thirds of the remaining directors.

(cid:127) Any merger, consolidation or binding share exchange that causes the persons who were common
stockholders of our company immediately prior thereto to lose their proportionate interest in the
common stock or voting power of the successor or to have less than a majority of the combined
voting power of the then outstanding shares ordinarily having the right to vote in the election of
directors, the sale of substantially all of the assets of the company or the dissolution of the
company.

In the case of a change in control described in the last bullet point, our compensation committee

may determine not to accelerate the existing equity awards of the named executive officers if equivalent
awards will be substituted for the existing awards, except that Mr. Maffei’s awards may also be subject
to acceleration upon a change in control, including of the type described in the last bullet point,
pursuant to the terms of the award agreement for his 2014 Options. See ‘‘—Executive Compensation
Arrangements—Gregory B. Maffei’’ above. For purposes of the tabular presentation below, we have
assumed no such determination was made.

Benefits Payable Upon Termination or Change-in-Control

Voluntary
Termination
Without Good
Reason ($)

Termination
Without
Cause or for

Termination
for Cause ($) Good Reason ($)

Death ($)

Disability ($)

—
—

—

—
—

—

—
—

—

After a
Change in
Control ($)

—
—

—

Name

Gregory B. Maffei
Options/SARs . . . . .
Restricted Stock . . .

Total . . . . . . . . . .

Christopher W.

Shean

—
—

—

Options/SARs . . . . .
Restricted Stock . . .

769,996(1)
—

Total . . . . . . . . . .

769,996

982,720(2)
141,225(2)

982,720(3)
141,225(3)

1,123,945

—
—

—

—
—

—

(1) Based on the number of vested options and SARs held by Mr. Shean at year-end. For more

information, see the ‘‘Outstanding Equity Awards at Fiscal Year-End’’ table above.

(2) Based on (i) the number of vested options and SARs held by Mr. Shean at year-end and (ii) the
number of unvested options and SARs and the number of shares of restricted stock held by
Mr. Shean at year-end that would vest pursuant to the forward-vesting provisions in his award
agreements if he were terminated without cause at year-end. See the ‘‘Outstanding Equity Awards
at Fiscal Year-End’’ table and ‘‘Potential Payments Upon Termination or Change-in-Control—
Termination Without Cause or for Good Reason’’ above.

(3) Based on (i) the number of vested options and SARs and (ii) the number of unvested options and

SARs and the number of shares of restricted stock, in each case, held by Mr. Shean at year-end.
For more information, see the ‘‘Outstanding Equity Awards at Fiscal Year-End’’ table above.

Nonemployee Directors

DIRECTOR COMPENSATION

Director Fees. Each of our directors who is not an employee of, or service provider to, our
company will be paid an annual fee of $100,000 (which we refer to as the director fee), of which
$50,000 is payable in cash and the balance is payable in restricted shares or options to purchase shares
of LTRPA. See ‘‘—Director Option Grant’’ below for information on the incentive awards granted in
2014 to the nonemployee directors. With respect to our audit committee, compensation committee and
nominating and corporate governance committee, each member thereof receives an additional annual
fee of $10,000 for his participation on each such committee, except that any committee member who is
also the chairman of that committee instead receives an additional annual fee of $15,000 for his
participation on that committee. The cash portion of the director fees and the fees for participation on
committees are payable quarterly in arrears.

Equity Incentive Plans. As discussed above, awards granted to our nonemployee directors under

the incentive plan are currently administered by our full board of directors. Our board of directors has
full power and authority to grant eligible persons the awards described below and to determine the
terms and conditions under which any awards are made. The incentive plan is designed to provide
additional remuneration to eligible officers and employees of our company, our nonemployee directors
and independent contractors and employees of Liberty Media or Liberty Interactive for service to our
company and to encourage their investment in our capital stock, thereby increasing their proprietary
interest in our business. Our board of directors may grant non-qualified stock options, SARs, restricted
shares, restricted stock units, cash awards, performance awards or any combination of the foregoing
under the incentive plan.

As described above, in connection with the Spin-Off, our company’s board of directors adopted the

transitional plan, which governs the terms and conditions of awards issued in the Spin-Off in
connection with adjustments made to awards previously granted by Liberty Interactive with respect to
its Liberty Ventures common stock.

In 2014, each of our nonemployee directors was given a choice of receiving his annual equity grant

in the form of restricted shares or options.

Director Option Grants. Pursuant to our director compensation policy described above and the

incentive plan, on November 17, 2014, each of Messrs. Michael J. Malone, Mueller, Romrell and
Wargo were granted options to purchase 4,260 shares of LTRPA at an exercise price equal to $24.23,
which was the closing price of such stock on the grant date. The per share grant date fair value of
these options for each director was $11.01. The options will become exercisable on the second
anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because
of death or disability, and will be terminated without becoming exercisable if the grantee resigns or is
removed from the board before the vesting date. Once vested, the options will remain exercisable until
the seventh anniversary of the grant date, or, if earlier, until the first business day following the first
anniversary of the date the grantee ceases to be a director.

Director Compensation Table

Name(1)

John C. Malone . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael J. Malone . . . . . . . . . . . . . . . . . . . . . . . .
Chris Mueller . . . . . . . . . . . . . . . . . . . . . . . . . . .
Larry E. Romrell . . . . . . . . . . . . . . . . . . . . . . . . .
Albert E. Rosenthaler . . . . . . . . . . . . . . . . . . . . . .
J. David Wargo . . . . . . . . . . . . . . . . . . . . . . . . . .

Fees
Earned
or Paid in
Cash ($)

—
20,682
20,682
24,129
—
24,129

Stock
Awards
($)(2)

Option
Awards
($)(2)(3)

All other
compensation
($)

—
—
—
—
—
—

—
46,882
46,882
46,882
—
46,882

—
—
—
—
—
—

Total ($)

—
67,564
67,564
71,011
—
71,011

(1) John C. Malone, the Chairman of the Board of our company, received no compensation for

serving as a director of our company during 2014. Gregory B. Maffei, who became a director of
our company in July 2013 (prior to the Spin-Off) and is currently a named executive officer, and
Albert E. Rosenthaler, who is a Senior Vice President of our company, received no compensation
for serving as directors of our company during 2014. Richard N. Baer, our Senior Vice President
and General Counsel, served on our board of directors during 2014 (prior to the Spin-Off) but did
not receive any compensation for serving as a director of our company during that time.

(2) As of December 31, 2014, our directors (other than Mr. Maffei, whose stock incentive awards are

listed in ‘‘Outstanding Equity Awards at Fiscal Year-End’’ above) held the following stock incentive
awards:

John C. Michael J. Chris Larry E.
J. David
Malone Malone Mueller Romrell Rosenthaler Wargo

Albert E.

Options/SARs
LTRPA . . . . . . . . . . . . . . . . . . . 5,016

4,260

8,625

33,886

4,260

Restricted Stock
LTRPA . . . . . . . . . . . . . . . . . . .

—

— 318

5,250

—

(3) The aggregate grant date fair value of the stock option awards has been computed in accordance
with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated
forfeitures. For a description of the assumptions applied in these calculations, see Note 9 to our
consolidated financial statements for the year ended December 31, 2014 (which are included in our
2014 10-K).

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2014 with respect to shares of our

common stock authorized for issuance under our equity compensation plans.

Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (a)(1)

Weighted
average
exercise
price of
outstanding
options,
warrants and
rights

Number of
securities available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))(1)

Plan Category

Equity compensation plans approved by security holders:

None

Equity compensation plans not approved by security

holders(2)
Liberty TripAdvisor Holdings, Inc. 2014 Omnibus
Incentive Plan (Amended and Restated as of
March 11, 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . .
LTRPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LTRPB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Liberty TripAdvisor Holdings, Inc. Transitional Stock

Adjustment Plan . . . . . . . . . . . . . . . . . . . . . . . . . .
LTRPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LTRPB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total
LTRPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LTRPB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,797,107

17,040
1,797,107

$24.23
$27.83

$13.78
—

1,072,568
—

1,089,608

4,885,853

—(3)

4,885,853

(1) Each plan permits grants of, or with respect to, shares of any series of our common stock, subject

to a single aggregate limit.

(2) The Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (Amended and Restated as

of March 11, 2015) and the Liberty TripAdvisor Holdings, Inc. Transitional Stock Adjustment Plan
were previously approved by our board of directors in connection with the Spin-Off. As described
above under ‘‘Proposals of Our Board—Proposal 2—The Incentive Plan Proposal,’’ we are seeking
stockholder approval of the Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan
(Amended and Restated as of March 11, 2015) at the annual meeting.

(3) The Liberty TripAdvisor Holdings, Inc. Transitional Stock Adjustment Plan governs the terms and

conditions of awards with respect to our company’s common stock that were granted in connection
with adjustments made to awards granted by Liberty Interactive with respect to its Liberty
Ventures common stock. As a result, no further grants are permitted under this plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Under our Code of Business Conduct and Ethics and Corporate Governance Guidelines, if a
director or executive officer has an actual or potential conflict of interest (which includes being a party
to a proposed ‘‘related party transaction’’ (as defined by Item 404 of Regulation S-K)), the director or
executive officer should promptly inform the person designated by our board to address such actual or
potential conflicts. No related party transaction may be effected by our company without the approval
of the audit committee of our board or another independent body of our board designated to address
such actual or potential conflicts.

Letter Agreement with Mr. Maffei

As described in more detail above under ‘‘Executive Compensation—Executive Compensation
Arrangements—Gregory B. Maffei,’’ on December 21, 2014, Mr. Maffei received a one-time grant of
the 2014 Options consisting of 1,797,107 options to purchase shares of LTRPB at an exercise price of
$27.83 per share. Because of the significant voting power that Mr. Maffei would possess upon exercise
of the 2014 Options, our board of directors determined that it would be appropriate to also grant
Mr. Maffei approval for purposes of exempting him from the restrictions that may be imposed on him
as an ‘‘interested stockholder’’ under Section 203 of the General Corporation Law of Delaware
(Section 203). Separately, Mr. Maffei advised our board that, although no agreement, arrangement or
understanding had been reached, he was in discussions with Mr. Malone regarding a potential exchange
of shares of LTRPB owned by the Malones (as defined below) for shares of LTRPA owned by
Mr. Maffei. As a result, the compensation committee of our board and the members of our board
independent of Mr. Maffei and the Malones determined that it was appropriate to request that
Mr. Maffei enter into a standstill agreement with our company, and on December 21, 2014, the Issuer
and Mr. Maffei entered into a letter agreement (the Standstill Letter). The Standstill Letter was
entered into in connection with the grant of the 2014 Options to Mr. Maffei and in anticipation of such
potential exchange. On December 22, 2014, Mr. Maffei acquired 2,770,173 shares of LTRPB in
exchange for 3,047,190 shares of LTRPA pursuant to an exchange transaction pursuant to which he
exchanged (the Exchange) an aggregate of 3,047,190 shares of LTRPA in a private transaction with
John C. Malone, our Chairman, Mr. Malone’s wife and two trusts (the Trusts) managed by an
independent trustee, the beneficiaries of which are Mr. Malone’s adult children (Mr. Malone, his wife
and the Trusts, the Malones), for an aggregate of 2,770,173 shares of LTRPB held by Mr. Malone, his
wife and the Trusts. Prior to the grant of the 2014 Options and any agreement, arrangement or
understanding between Mr. Maffei and Mr. Malone regarding the Exchange, the compensation
committee of our board and the members of our board independent of Mr. Maffei and the Malones
approved (x) each of Mr. Maffei and certain of his related persons as an ‘‘interested stockholder’’ and
(y) the acquisition by such persons of shares of our common stock, in each case, for purposes of
Section 203.

Subject to certain exceptions, during the Term (as defined below) of the Standstill Letter,

Mr. Maffei has agreed that he will not, and he will not permit his Controlled Affiliates (as defined in
the Standstill Letter) to, directly or indirectly, acquire Voting Securities (as such term is defined in the
Standstill Letter) of our company if, after giving effect to such acquisition, Mr. Maffei and his
Controlled Affiliates would beneficially own (as defined under the Exchange Act, but including all
shares Mr. Maffei has the right to acquire without giving effect to any vesting requirements) in excess
of 34.9% our outstanding Voting Securities (the Cap); provided, that the Cap will not prohibit, among
other things, Mr. Maffei from acquiring or exercising the 2014 Options or acquiring shares of LTRPB
pursuant to the Exchange. In the event Mr. Maffei or his Controlled Affiliates have beneficial
ownership of Voting Securities of our company in excess of the Cap, subject to limited exceptions,
Mr. Maffei will vote such securities in excess of the Cap in the same proportion as the votes cast by
stockholders unaffiliated with Mr. Maffei on any matter submitted to a vote of our stockholders.

Pursuant to the Standstill Letter, during the period commencing on December 21, 2014 and ending

on the earlier of (x) the fifth anniversary of the closing of the Exchange or (y) the consummation of a
Change in Control (as defined in the Standstill Letter) (such period, the Term), our company will
include Mr. Maffei (or his designee) in management’s slate of directors for election (the Management
Slate) at each annual or special meeting of stockholders at which directors in Mr. Maffei’s (or his
designee’s) class are to be elected. Our company will use reasonable best efforts to cause the election
of Mr. Maffei (or his designee) to our board of directors. So long as our company complies with our
obligation to include Mr. Maffei (or his designee) on the Management Slate as provided in the
Standstill Letter, Mr. Maffei has agreed to vote his shares of our common stock in favor of the
Management Slate.

Pursuant to and during the Term of the Standstill Letter, Mr. Maffei has agreed, subject to certain

exceptions, to certain customary standstill provisions. Such provisions prohibit Mr. Maffei and his
Controlled Affiliates, unless expressly authorized by a majority of the members of our board who are
independent, disinterested and unaffiliated with Mr. Maffei and his Controlled Affiliates, from:
(i) effecting or seeking, offering or proposing (whether publicly or otherwise) to effect, or announcing
any intention to effect or cause or participating in or assisting, facilitating or encouraging any other
person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in,
(A) any acquisition of any equity securities (or beneficial ownership thereof) or rights or options to
acquire any equity securities (or beneficial ownership thereof), of our company, (B) any tender or
exchange offer, consolidation, business combination, acquisition, merger, joint venture or other business
combination involving our company, (C) any recapitalization, restructuring, liquidation, dissolution or
other extraordinary transaction with respect to our company or (D) any solicitation of proxies or
consents relating to the election of directors with respect to our company; (ii) forming, joining or in
any way participating in a ‘‘group’’ (as defined under Rule 13d-3 of the Exchange Act); (iii) depositing
any Voting Securities in a voting trust or similar arrangement; (iv) granting any proxies with respect to
any Voting Securities to any person (other than in his capacity as a designated representative of our
company), (v) otherwise acting (alone or in concert with others), to call or seek to a call a meeting of
our stockholders, initiating any stockholder proposal or calling a special meeting of our board of
directors; (vi) entering into any third-party discussions regarding the foregoing; (vii) publicly requesting
a waiver or amendment of the foregoing, or making any public announcement regarding such
restrictions; (viii) taking any action which would reasonably be expected to require our company to
make a public announcement regarding the possibility of a business combination or merger; or
(ix) advising, assisting or knowingly encouraging or directing any person to do so in connection with the
foregoing. However, Mr. Maffei will not be deemed to have breached or violated these limitations to
the extent such actions were taken in connection with his provision of services to our company as a
member of our board of directors or as Chief Executive Officer of our company.

The standstill limitations cease to apply (i) if our company fails (subject to certain exceptions) to

comply with our obligation to include Mr. Maffei (or his designee) on the Management Slate for
election as a director (other than at Mr. Maffei’s request or because of Mr. Maffei’s refusal to accept
such nomination), (ii) if Mr. Maffei ceases to serve as Chief Executive Officer of our company other
than as a result of his resignation without Good Reason (as defined in the grant agreement related to
the 2014 Options (the Option Agreement)), his Disability (as defined in the Option Agreement) or his
termination for Cause (as defined in the Option Agreement), or (iii) if Mr. Maffei (or his designee)
ceases to be a director of our company, other than due to his refusal to serve as a director of our
company or to propose a designee in his place, due to his (or his designee’s) resignation, due to
Mr. Maffei’s election not to submit a replacement candidate for appointment or during a period
following Mr. Maffei’s resignation so long as our company is working in good faith to appoint a
replacement designee of Mr. Maffei. The standstill limitations also cease to apply upon the occurrence
of certain events set forth in the Standstill Letter, including our company entering into discussions
regarding a transaction that would, if consummated, be reasonably likely to result in a Change of

Control (unless Mr. Maffei has been released from such restrictions to the extent reasonably necessary
for him to fully participate in any discussions (in his capacity as a stockholder) and to offer or propose
alternative transactions involving himself and his Controlled Affiliates and third parties) or a third party
commences a tender or exchange offer for at least 50.1% of our common stock which would result in a
Change of Control of our company and which offer is not opposed by our company.

The foregoing is a summary of the Standstill Letter and is qualified by reference to the full text of

the Standstill Letter, which is incorporated by reference as Exhibit 7(a) to the Schedule 13D filed by
Mr. Maffei with respect to our common stock on December 31, 2014.

Agreements Entered into in Connection with the Spin-Off

Reorganization Agreement

On August 15, 2014, Liberty Interactive entered into a reorganization agreement with our company

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 Liberty Interactive and our company with respect to and resulting
from the Spin-Off. The reorganization agreement also provides for mutual indemnification obligations,
which are designed to make our company financially responsible for substantially all of the liabilities
that may exist relating to the businesses included in our company at the time of the Spin-Off together
with certain other specified liabilities, as well as for all liabilities incurred by our company after the
Spin-Off, and to make Liberty Interactive financially responsible for all potential liabilities of our
company which are not related to our businesses, including, for example, any liabilities arising as a
result of our company having been Liberty Interactive’s subsidiary, together with certain other specified
liabilities. These indemnification obligations exclude any matters relating to taxes. For a description of
the allocation of tax-related obligations, please see ‘‘—Tax Sharing Agreement’’ below.

In addition, the reorganization agreement provides for each of Liberty Interactive and our

company to preserve the confidentiality of all confidential or proprietary information of the other party
for five years following the Spin-Off, subject to customary exceptions, including disclosures required by
law, court order or government regulation.

Tax Sharing Agreement

On August 27, 2014, Liberty Interactive and our company entered into a tax sharing agreement, as

amended, which generally allocates certain taxes, tax items, and tax-related losses between Liberty
Interactive and our company. For purposes of this summary, references to the ‘‘Liberty TripAdvisor
group’’ mean, with respect to any tax year (or portion thereof) ending at or before the effective time of
the Spin-Off, our company and each of its subsidiaries at the effective time of the Spin-Off, and with
respect to any tax year (or portion thereof) beginning after the effective time of the Spin-Off, our
company and its subsidiaries during such tax year (or portion thereof); and references to the ‘‘Liberty
Interactive group’’ mean, with respect to any tax year (or portion thereof), Liberty Interactive and its
subsidiaries, other than any person that is a member of the Liberty TripAdvisor group during such tax
year (or portion thereof).

Generally, under the tax sharing agreement, (i) Liberty Interactive will be allocated all taxes
attributable to the members of the Liberty Interactive group, and all taxes attributable to the members
of the Liberty TripAdvisor group for a pre-Spin-Off period, that are reported on any consolidated,
combined or unitary tax return that includes one or more members of the Liberty Interactive group
and one or more members of the Liberty TripAdvisor group, and (ii) each of Liberty Interactive and
our company will be allocated all taxes attributable to the members of its respective group that are
reported on any tax return (including any consolidated, combined or unitary tax return) that includes
only the members of its respective group. Notwithstanding the foregoing, Liberty Interactive will be

allocated any taxes and tax-related losses resulting from the Spin-Off and related restructuring
transactions, except that our company will be allocated any such taxes or tax-related losses that
(i) result primarily from, individually or in the aggregate, a breach by our company of any of our
restrictive covenants relating to the Spin-Off and related restructuring transactions, or (ii) result from
Section 355(e) of the Code applying to the Spin-Off as a result of the Spin-Off being part of a plan (or
series of related transactions) pursuant to which one or more persons acquire a 50-percent or greater
interest (by vote or value) in the stock of Liberty TripAdvisor.

The parties must indemnify each other for taxes and losses allocated to them under the tax sharing

agreement and for taxes and losses arising from a breach by them of their respective covenants and
obligations under the tax sharing agreement. The tax sharing agreement also provides for the
agreements between the parties related to the filing of tax returns, control of tax audits, cooperation on
tax matters, retention of tax records, and other tax matters.

These descriptions are qualified in their entirety by reference to the full text of the reorganization

agreement and the tax sharing agreement, which are filed as Exhibits 2.1 and 10.1 to Liberty
Interactive’s Current Report on Form 8-K filed with the SEC on September 3, 2014.

Spin-Off Related Financing Transactions

In connection with the Liberty TripAdvisor Spin-Off, a bankruptcy remote wholly-owned subsidiary

of our company (TripSPV) borrowed up to $400 million in cash in margin loans (the Margin Loans),
secured by our company’s ownership interest in TripAdvisor, which is held through TripSPV and which
is 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 completed to effect the Spin-Off,
approximately $350 million of the Loan Proceeds were distributed from our company to Liberty
Interactive. Liberty Interactive, within twelve months following the completion of such distribution, will
use all of the distributed portion of the Loan Proceeds received from our company to repurchase
shares of its common stock under its share repurchase program pursuant to a special authorization by
its board of directors.

Substantially concurrently with the entry of TripSPV entering into the agreements governing the

Margin Loans, our company and Liberty Interactive LLC, a wholly-owned subsidiary of Liberty
Interactive, entered into a Master Promissory Note whereby our company may request and Liberty
Interactive LLC agrees to fund and advance, from time to time, up to $200,000,000 in aggregate
principal amount of loans to our company 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 our company must be immediately
contributed by our company 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. Our company’s obligations under the Master Promissory Note will be secured by first
priority liens on all of our equity interest in TripSPV. If our company defaults on its obligations under
the Master Promissory Note, then Liberty Interactive 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 our
company is unable to pay such amounts, Liberty Interactive LLC may foreclose on the pledged equity
securing the loans made under the Master Promissory Note and any other collateral that then secures

our obligations under the Master Promissory Note and exercise any and all other rights it may have
against our company at law or in equity.

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 three 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. Our company will pay to Liberty Interactive 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 our company upon our company’s receipt of the proceeds of each such loan.

Our company may prepay the loans made under the Master Promissory Note at any time without

penalty or premium. The Master Promissory Note prohibits our company 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 also contains
events of default that are customary for loans of this type.

STOCKHOLDER PROPOSALS

This proxy statement relates to our annual meeting of stockholders for the calendar year 2015

which will take place on June 2, 2015. Based solely on the date of our 2015 annual meeting and the
date of this proxy statement, (i) a stockholder proposal must be submitted in writing to our Corporate
Secretary and received at our executive offices at 12300 Liberty Boulevard, Englewood,
Colorado 80112, by the close of business on December 24, 2015 in order to be eligible for inclusion in
our proxy materials for the annual meeting of stockholders for the calendar year 2016 (the 2016 annual
meeting), and (ii) a stockholder proposal, or any nomination by stockholders of a person or persons for
election to the board of directors, must be received at our executive offices at the foregoing address
not earlier than March 4, 2016 and not later than April 3, 2016 to be considered for presentation at the
2016 annual meeting. We currently anticipate that the 2016 annual meeting will be held during the
second quarter of 2016. If the 2016 annual meeting takes place more than 30 days before or 30 days
after June 2, 2016 (the anniversary of the 2015 annual meeting), a stockholder proposal, or any
nomination by stockholders of a person or persons for election to the board of directors, will instead be
required to be received at our executive offices at the foregoing address not later than the close of
business on the tenth day following the first day on which notice of the date of the 2016 annual
meeting is communicated to stockholders or public disclosure of the date of the 2016 annual meeting is
made, whichever occurs first, in order to be considered for presentation at the 2016 annual meeting.

All stockholder proposals for inclusion in our proxy materials will be subject to the requirements

of the proxy rules adopted under the Exchange Act, our charter and bylaws and Delaware law.

ADDITIONAL INFORMATION

We file periodic reports, proxy materials and other information with the SEC. You may read and

copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at (800) SEC-0330. You may also inspect such filings on the Internet website
maintained by the SEC at www.sec.gov. Additional information can also be found on our website at
www.libertytripadvisorholdings.com. (Information contained on any website referenced in this proxy
statement is not incorporated by reference in this proxy statement.) If you would like to receive a copy
of our Annual Report on Form 10-K for the year ended December 31, 2014, or any of the exhibits
listed therein, please call or submit a request in writing to Investor Relations, Liberty TripAdvisor
Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (844) 826-8736, and we
will provide you with the Annual Report without charge, or any of the exhibits listed therein upon the
payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the
requested exhibits).

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Annex A

LIBERTY TRIPADVISOR HOLDINGS, INC.
2014 OMNIBUS INCENTIVE PLAN

(Amended and Restated as of March 11, 2015)

ARTICLE I

PURPOSE OF PLAN; EFFECTIVE DATE

1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a
method whereby (i) eligible officers and employees of the Company and its Subsidiaries, (ii) directors
and independent contractors, and (iii) employees of Liberty Media Corporation or Liberty Interactive
Corporation, in each case, providing services to the Company and its Subsidiaries, may be awarded
additional remuneration for services rendered and may be encouraged to invest in capital stock of the
Company, thereby increasing their proprietary interest in the Company’s businesses, encouraging them
to remain in the employ or service of the Company or its Subsidiaries, and increasing their personal
interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also
intended to aid in (i) attracting Persons of exceptional ability to become officers and employees of the
Company and its Subsidiaries and (ii) inducing directors, independent contractors, or employees of
Liberty Media Corporation or Liberty Interactive Corporation to agree to provide services to the
Company and its Subsidiaries.

1.2 Effective Date. The Plan shall be effective as of August 27, 2014 (the ‘‘Effective Date’’). The

Plan is hereby amended and restated as of March 11, 2015.

ARTICLE II

DEFINITIONS

2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the

following meanings (whether used in the singular or plural):

‘‘Account’’ has the meaning ascribed thereto in Section 8.2.

‘‘Affiliate’’ of the Company means any corporation, partnership or other business association

that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with the Company.

‘‘Agreement’’ means a stock option agreement, stock appreciation rights agreement, restricted

shares agreement, restricted stock units agreement, cash award agreement or an agreement
evidencing more than one type of Award, specified in Section 10.5, as any such Agreement may be
supplemented or amended from time to time.

‘‘Approved Transaction’’ means any transaction in which the Board (or, if approval of the
Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any
consolidation or merger of the Company, or binding share exchange, pursuant to which shares of
Common Stock of the Company would be changed or converted into or exchanged for cash,
securities, or other property, other than any such transaction in which the common stockholders of
the Company immediately prior to such transaction have the same proportionate ownership of the
Common Stock of, and voting power with respect to, the surviving corporation immediately after
such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is
a party as a result of which the Persons who are common stockholders of the Company
immediately prior thereto have less than a majority of the combined voting power of the
outstanding capital stock of the Company ordinarily (and apart from the rights accruing under
special circumstances) having the right to vote in the election of directors immediately following

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such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal
for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or substantially all, of the
assets of the Company.

‘‘Award’’ means a grant of Options, SARs, Restricted Shares, Restricted Stock Units,

Performance Awards, Cash Awards and/or cash amounts under the Plan.

‘‘Board’’ means the Board of Directors of the Company.

‘‘Board Change’’ means, during any period of two consecutive years, individuals who at the
beginning of such period constituted the entire Board cease for any reason to constitute a majority
thereof unless the election, or the nomination for election, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were directors at the beginning
of the period.

‘‘Cash Award’’ means an Award made pursuant to Section 9.1 of the Plan to a Holder that is

paid solely on account of the attainment of one or more Performance Objectives that have been
pre-established by the Committee.

‘‘Code’’ means the Internal Revenue Code of 1986, as amended from time to time, or any

successor statute or statutes thereto. Reference to any specific Code section shall include any
successor section.

‘‘Committee’’ means the committee of the Board appointed pursuant to Section 3.1 to

administer the Plan.

‘‘Common Stock’’ means each or any (as the context may require) series of the Company’s

common stock.

‘‘Company’’ means Liberty TripAdvisor Holdings, Inc., a Delaware corporation.

‘‘Control Purchase’’ means any transaction (or series of related transactions) in which any

person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
corporation or other entity (other than the Company, any Subsidiary of the Company or any
employee benefit plan sponsored by the Company or any Subsidiary of the Company or any
Exempt Person (as defined below)) shall become the ‘‘beneficial owner’’ (as such term is defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the then outstanding securities of the
Company ordinarily (and apart from the rights accruing under special circumstances) having the
right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the
Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction
(or series of related transactions) approved by the Board. For purposes of this definition, ‘‘Exempt
Person’’ means each of (a) the Chairman of the Board, the President and each of the directors of
the Company as of the Effective Date, and (b) the respective family members, estates and heirs of
each of the Persons referred to in clause (a) above and any trust or other investment vehicle for
the primary benefit of any of such Persons or their respective family members or heirs. As used
with respect to any Person, the term ‘‘family member’’ means the spouse, siblings and lineal
descendants of such Person.

‘‘Disability’’ means the inability to engage in any substantial gainful activity by reason of any

medically determinable physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not less than 12 months.

‘‘Dividend Equivalents’’ means, with respect to Restricted Stock Units, to the extent specified
by the Committee only, an amount equal to all dividends and other distributions (or the economic

A-2

equivalent thereof) which are payable to stockholders of record during the Restriction Period on a
like number and kind of shares of Common Stock. Notwithstanding any provision of the Plan to
the contrary, Dividend Equivalents with respect to a Performance Award may only be paid to the
extent the Performance Award is actually paid to the Holder.

‘‘Domestic Relations Order’’ means a domestic relations order as defined by the Code or

Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.

‘‘Equity Security’’ shall have the meaning ascribed to such term in Section 3(a)(11) of the

Exchange Act, and an equity security of an issuer shall have the meaning ascribed thereto in
Rule 16a-1 promulgated under the Exchange Act, or any successor Rule.

‘‘Exchange Act’’ means the Securities Exchange Act of 1934, as amended from time to time,
or any successor statute or statutes thereto. Reference to any specific Exchange Act section shall
include any successor section.

‘‘Fair Market Value’’ of a share of any series of Common Stock on any day means (i) for
Option and SAR exercise transactions effected on any third-party incentive award administration
system provided by the Company, the current high bid price of a share of any series of Common
Stock as reported on the consolidated transaction reporting system on the principal national
securities exchange on which shares of such series of Common Stock are listed on such day or if
such shares are not then listed on a national securities exchange, then as quoted by OTC Markets
Group Inc., or (ii) for all other purposes under the Plan, the closing price of a share of such series
of Common Stock on such day (or if such day is not a trading day, on the next preceding trading
day) as reported on the consolidated transaction reporting system for the principal national
securities exchange on which shares of such series of Common Stock are listed on such day or if
such shares are not then listed on a national securities exchange, then as quoted by OTC Markets
Group Inc. If for any day the Fair Market Value of a share of the applicable series of Common
Stock is not determinable by any of the foregoing means, or if there is insufficient trading volume
in the applicable series of Common Stock on such trading day, then the Fair Market Value for
such day shall be determined in good faith by the Committee on the basis of such quotations and
other considerations as the Committee deems appropriate.

‘‘Free Standing SAR’’ has the meaning ascribed thereto in Section 7.1.

‘‘Holder’’ means a Person who has received an Award under the Plan.

‘‘Nonemployee Director’’ means an individual who is a member of the Board and who is

neither an officer nor an employee of the Company or any Subsidiary.

‘‘Option’’ means a stock option granted under Article VI.

‘‘Performance Award’’ means an Award made pursuant to Article IX of the Plan to a Holder

that is subject to the attainment of one or more Performance Objectives.

‘‘Performance Objective’’ means a standard established by the Committee to determine in

whole or in part whether a Performance Award shall be earned.

‘‘Person’’ means an individual, corporation, limited liability company, partnership, trust,

incorporated or unincorporated association, joint venture or other entity of any kind.

‘‘Plan’’ means this Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan, amended

and restated as of March 11, 2015.

‘‘Restricted Shares’’ means shares of any series of Common Stock awarded pursuant to

Section 8.1.

A-3

‘‘Restricted Stock Unit’’ means a unit evidencing the right to receive in specified

circumstances one share of the specified series of Common Stock or the equivalent value in cash,
which right may be subject to a Restriction Period or forfeiture provisions.

‘‘Restriction Period’’ means a period of time beginning on the date of each Award of

Restricted Shares or Restricted Stock Units and ending on the Vesting Date with respect to such
Award.

‘‘Retained Distribution’’ has the meaning ascribed thereto in Section 8.3.

‘‘SARs’’ means stock appreciation rights, awarded pursuant to Article VII, with respect to

shares of any specified series of Common Stock.

‘‘Section 409A’’ has the meaning ascribed thereto in Section 10.17.

‘‘Subsidiary’’ of a Person means any present or future subsidiary (as defined in Section 424(f)

of the Code) of such Person or any business entity in which such Person owns, directly or
indirectly, 50% or more of the voting, capital or profits interests. An entity shall be deemed a
subsidiary of a Person for purposes of this definition only for such periods as the requisite
ownership or control relationship is maintained.

‘‘Tandem SARs’’ has the meaning ascribed thereto in Section 7.1.

‘‘Vesting Date,’’ with respect to any Restricted Shares or Restricted Stock Units awarded
hereunder, means the date on which such Restricted Shares or Restricted Stock Units cease to be
subject to a risk of forfeiture, as designated in or determined in accordance with the Agreement
with respect to such Award of Restricted Shares or Restricted Stock Units pursuant to
Article VIII. If more than one Vesting Date is designated for an Award of Restricted Shares or
Restricted Stock Units, reference in the Plan to a Vesting Date in respect of such Award shall be
deemed to refer to each part of such Award and the Vesting Date for such part. The Vesting Date
for a particular Award will be established by the Committee and, for the avoidance of doubt, may
be contemporaneous with the date of grant.

ARTICLE III

ADMINISTRATION

3.1 Committee. The Plan shall be administered by the Compensation Committee of the Board

unless a different committee is appointed by the Board. The Committee shall be comprised of not less
than two Persons. The Board may from time to time appoint members of the Committee in substitution
for or in addition to members previously appointed, may fill vacancies in the Committee and may
remove members of the Committee. The Committee shall select one of its members as its chairman
and shall hold its meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum and all determinations shall be made by a majority of such quorum.
Any determination reduced to writing and signed by all of the members shall be as fully effective as if
it had been made by a majority vote at a meeting duly called and held.

3.2 Powers. The Committee shall have full power and authority to grant to eligible Persons

Options under Article VI of the Plan, SARs under Article VII of the Plan, Restricted Shares under
Article VIII of the Plan, Restricted Stock Units under Article VIII of the Plan, Cash Awards under
Article IX of the Plan and/or Performance Awards under Article IX of the Plan, to determine the
terms and conditions (which need not be identical) of all Awards so granted, to interpret the provisions
of the Plan and any Agreements relating to Awards granted under the Plan and to supervise the
administration of the Plan. The Committee in making an Award may provide for the granting or
issuance of additional, replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. The Committee shall have sole authority in the selection

A-4

of Persons to whom Awards may be granted under the Plan and in the determination of the timing,
pricing and amount of any such Award, subject only to the express provisions of the Plan. In making
determinations hereunder, the Committee may take into account the nature of the services rendered by
the respective employees, officers, independent contractors and directors, their present and potential
contributions to the success of the Company and its Subsidiaries, and such other factors as the
Committee in its discretion deems relevant.

3.3

Interpretation. The Committee is authorized, subject to the provisions of the Plan, to

establish, amend and rescind such rules and regulations as it deems necessary or advisable for the
proper administration of the Plan and to take such other action in connection with or in relation to the
Plan as it deems necessary or advisable. Each action and determination made or taken pursuant to the
Plan by the Committee, including any interpretation or construction of the Plan, shall be final and
conclusive for all purposes and upon all Persons. No member of the Committee shall be liable for any
action or determination made or taken by such member or the Committee in good faith with respect to
the Plan.

3.4 Awards to Nonemployee Directors. The Board shall have the same powers as the Committee

with respect to awards to Nonemployee Directors.

ARTICLE IV

SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to the provisions of this Article IV, the maximum number of

shares of Common Stock with respect to which Awards may be granted during the term of the Plan
shall be 6,700,000 shares. Shares of Common Stock will be made available from the authorized but
unissued shares of the Company or from shares reacquired by the Company, including shares
purchased in the open market. The shares of Common Stock subject to (i) any Award granted under
the Plan that shall expire, terminate or be cancelled or annulled for any reason without having been
exercised (or considered to have been exercised as provided in Section 7.2), (ii) any Award of any
SARs granted under the Plan the terms of which provide for settlement in cash, and (iii) any Award of
Restricted Shares or Restricted Stock Units that shall be forfeited prior to becoming vested (provided
that the Holder received no benefits of ownership of such Restricted Shares or Restricted Stock Units
other than voting rights and the accumulation of Retained Distributions and unpaid Dividend
Equivalents that are likewise forfeited) shall again be available for purposes of the Plan.
Notwithstanding the foregoing, the following shares of Common Stock may not again be made available
for issuance as Awards under the Plan: (a) shares of Common Stock not issued or delivered as a result
of the net settlement of an outstanding Option or SAR, (b) shares of Common Stock used to pay the
purchase price or withholding taxes related to an outstanding Award, or (c) shares of Common Stock
repurchased on the open market with the proceeds of an Option purchase price. Except for Awards
described in Section 10.1, no Person may be granted in any calendar year Awards covering more than
2,000,000 shares of Common Stock (as such amount may be adjusted from time to time as provided in
Section 4.2). No Person shall receive payment for Cash Awards during any calendar year aggregating in
excess of $10 million. No Nonemployee Director may be granted during any calendar year Awards
having a value determined on the date of grant in excess of $3 million.

4.2 Adjustments.

(a) If the Company subdivides its outstanding shares of any series of Common Stock into a

greater number of shares of such series of Common Stock (by stock dividend, stock split,
reclassification, or otherwise) or combines its outstanding shares of any series of Common Stock
into a smaller number of shares of such series of Common Stock (by reverse stock split,
reclassification, or otherwise) or if the Committee determines that any stock dividend,
extraordinary cash dividend, reclassification, recapitalization, reorganization, stock redemption,

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split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase such
series of Common Stock or other similar corporate event (including mergers or consolidations
other than those which constitute Approved Transactions, adjustments with respect to which shall
be governed by Section 10.1(b)) affects any series of Common Stock so that an adjustment is
required to preserve the benefits or potential benefits intended to be made available under the
Plan, then the Committee, in such manner as the Committee, in its sole discretion, deems
equitable and appropriate, shall make such adjustments to any or all of (i) the number and kind of
shares of stock which thereafter may be awarded, optioned or otherwise made subject to the
benefits contemplated by the Plan, (ii) the number and kind of shares of stock subject to
outstanding Awards, and (iii) the purchase or exercise price and the relevant appreciation base
with respect to any of the foregoing, provided, however, that the number of shares subject to any
Award shall always be a whole number. The Committee may, if deemed appropriate, provide for a
cash payment to any Holder of an Award in connection with any adjustment made pursuant to this
Section 4.2.

(b) Notwithstanding any provision of the Plan to the contrary, in the event of a corporate

merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation,
the Committee shall be authorized, in its discretion, (i) to provide, prior to the transaction, for the
acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the Award
and, if the transaction is a cash merger, provide for the termination of any portion of the Award
that remains unexercised at the time of such transaction, or (ii) to cancel any such Awards and to
deliver to the Holders cash in an amount that the Committee shall determine in its sole discretion
is equal to the fair market value of such Awards on the date of such event, which in the case of
Options or SARs shall be the excess of the Fair Market Value (as determined in sub-section (ii) of
the definition of such term) of Common Stock on such date over the purchase price of the
Options or the base price of the SARs, as applicable. For the avoidance of doubt, if the purchase
price of the Options or base price of the SARs, as applicable, is greater than such Fair Market
Value, the Options or SARs may be canceled for no consideration pursuant to this section.

results in noncompliance with the requirements of Section 409A, to the extent applicable.

ARTICLE V

ELIGIBILITY

5.1 General. The Persons who shall be eligible to participate in the Plan and to receive Awards

under the Plan shall be such Persons who are employees (including officers and directors) of, or
directors, independent contractors or employees of Liberty Media Corporation or Liberty Interactive
Corporation providing services to, the Company or its Subsidiaries as the Committee shall select.
Awards may be made to employees, directors or independent contractors who hold or have held
Awards under the Plan or any similar or other awards under any other plan of the Company or any of
its Affiliates.

ARTICLE VI

STOCK OPTIONS

6.1 Grant of Options. Subject to the limitations of the Plan, the Committee shall designate from
time to time those eligible Persons to be granted Options, the time when each Option shall be granted
to such eligible Persons, the series and number of shares of Common Stock subject to such Option,
and, subject to Section 6.2, the purchase price of the shares of Common Stock subject to such Option.

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6.2 Option Price. The price at which shares may be purchased upon exercise of an Option shall

be fixed by the Committee and may be no less than the Fair Market Value of the shares of the
applicable series of Common Stock subject to the Option as of the date the Option is granted.

6.3 Term of Options. Subject to the provisions of the Plan with respect to death, retirement and

termination of employment or service, the term of each Option shall be for such period as the
Committee shall determine as set forth in the applicable Agreement; provided that such term may not
exceed ten years. However, if the term of an Option expires when trading in the Common Stock is
prohibited by law or the Company’s insider trading policy, then the term of such Option shall expire on
the 30th day after the expiration of such prohibition.

6.4 Exercise of Options. An Option granted under the Plan shall become (and remain)

exercisable during the term of the Option to the extent provided in the applicable Agreement and the
Plan and, unless the Agreement otherwise provides, may be exercised to the extent exercisable, in
whole or in part, at any time and from time to time during such term; provided, however, that
subsequent to the grant of an Option, the Committee, at any time before complete termination of such
Option, may accelerate the time or times at which such Option may be exercised in whole or in part
(without reducing the term of such Option).

6.5 Manner of Exercise.

(a) Form of Payment. An Option shall be exercised by written notice to the Company upon

such terms and conditions as the Agreement may provide and in accordance with such other
procedures for the exercise of Options as the Committee may establish from time to time. The
method or methods of payment of the purchase price for the shares to be purchased upon exercise
of an Option and of any amounts required by Section 10.9 shall be determined by the Committee
and may consist of (i) cash, (ii) check, (iii) promissory note (subject to applicable law), (iv) whole
shares of any series of Common Stock, (v) the withholding of shares of the applicable series of
Common Stock issuable upon such exercise of the Option, (vi) the delivery, together with a
properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds required to pay the purchase price, or (vii) any
combination of the foregoing methods of payment, or such other consideration and method of
payment as may be permitted for the issuance of shares under the Delaware General Corporation
Law. The permitted method or methods of payment of the amounts payable upon exercise of an
Option, if other than in cash, shall be set forth in the applicable Agreement and may be subject to
such conditions as the Committee deems appropriate.

(b) Value of Shares. Unless otherwise determined by the Committee and provided in the
applicable Agreement, shares of any series of Common Stock delivered in payment of all or any
part of the amounts payable in connection with the exercise of an Option, and shares of any series
of Common Stock withheld for such payment, shall be valued for such purpose at their Fair
Market Value as of the exercise date.

(c)

Issuance of Shares. The Company shall effect the transfer of the shares of Common

Stock purchased under the Option as soon as practicable after the exercise thereof and payment in
full of the purchase price therefor and of any amounts required by Section 10.9, and within a
reasonable time thereafter, such transfer shall be evidenced on the books of the Company. Unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) no Holder
or other Person exercising an Option shall have any of the rights of a stockholder of the Company
with respect to shares of Common Stock subject to an Option granted under the Plan until due
exercise and full payment has been made, and (ii) no adjustment shall be made for cash dividends
or other rights for which the record date is prior to the date of such due exercise and full
payment.

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ARTICLE VII

SARS

7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the

Committee to such eligible Persons in such numbers, with respect to any specified series of Common
Stock, and at such times during the term of the Plan as the Committee shall determine. A SAR may be
granted to a Holder of an Option (hereinafter called a ‘‘related Option’’) with respect to all or a
portion of the shares of Common Stock subject to the related Option (a ‘‘Tandem SAR’’) or may be
granted separately to an eligible Person (a ‘‘Free Standing SAR’’). Subject to the limitations of the
Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms and
conditions as are provided in the Agreement.

7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the

related Option or at any time thereafter prior to the complete exercise, termination, expiration or
cancellation of such related Option. Tandem SARs shall be exercisable only at the time and to the
extent that the related Option is exercisable (and may be subject to such additional limitations on
exercisability as the Agreement may provide) and in no event after the complete termination or full
exercise of the related Option. Upon the exercise or termination of the related Option, the Tandem
SARs with respect thereto shall be canceled automatically to the extent of the number of shares of
Common Stock with respect to which the related Option was so exercised or terminated. Subject to the
limitations of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by the
Committee and provided in the applicable Agreement, (i) the Holder thereof shall be entitled to
receive from the Company, for each share of the applicable series of Common Stock with respect to
which the Tandem SAR is being exercised, consideration (in the form determined as provided in
Section 7.4) equal in value to the excess of the Fair Market Value of a share of the applicable series of
Common Stock with respect to which the Tandem SAR was granted on the date of exercise over the
related Option purchase price per share, and (ii) the related Option with respect thereto shall be
canceled automatically to the extent of the number of shares of Common Stock with respect to which
the Tandem SAR was so exercised.

7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and

upon the terms and conditions set forth in the applicable Agreement. The base price of a Free
Standing SAR may be no less than the Fair Market Value of the applicable series of Common Stock
with respect to which the Free Standing SAR was granted as of the date the Free Standing SAR is
granted. Subject to the limitations of the Plan, upon the exercise of a Free Standing SAR and unless
otherwise determined by the Committee and provided in the applicable Agreement, the Holder thereof
shall be entitled to receive from the Company, for each share of the applicable series of Common
Stock with respect to which the Free Standing SAR is being exercised, consideration (in the form
determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a share
of the applicable series of Common Stock with respect to which the Free Standing SAR was granted on
the date of exercise over the base price per share of such Free Standing SAR. The term of a Free
Standing SAR may not exceed ten years. However, if the term of a Free Standing SAR expires when
trading in the Common Stock is prohibited by law or the Company’s insider trading policy, then the
term of such Free Standing SAR shall expire on the 30th day after the expiration of such prohibition.

7.4 Consideration. The consideration to be received upon the exercise of a SAR by the Holder
shall be paid in cash, shares of the applicable series of Common Stock with respect to which the SAR
was granted (valued at Fair Market Value on the date of exercise of such SAR), a combination of cash
and such shares of the applicable series of Common Stock or such other consideration, in each case, as
provided in the Agreement. No fractional shares of Common Stock shall be issuable upon exercise of a
SAR, and unless otherwise provided in the applicable Agreement, the Holder will receive cash in lieu

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of fractional shares. Unless the Committee shall otherwise determine, to the extent a Free Standing
SAR is exercisable, it will be exercised automatically for cash on its expiration date.

7.5 Limitations. The applicable Agreement may provide for a limit on the amount payable to a
Holder upon exercise of SARs at any time or in the aggregate, for a limit on the number of SARs that
may be exercised by the Holder in whole or in part for cash during any specified period, for a limit on
the time periods during which a Holder may exercise SARs, and for such other limits on the rights of
the Holder and such other terms and conditions of the SAR, including a condition that the SAR may
be exercised only in accordance with rules and regulations adopted from time to time, as the
Committee may determine. Unless otherwise so provided in the applicable Agreement, any such limit
relating to a Tandem SAR shall not restrict the exercisability of the related Option. Such rules and
regulations may govern the right to exercise SARs granted prior to the adoption or amendment of such
rules and regulations as well as SARs granted thereafter.

7.6 Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the date

on which the Company shall have received notice from the Holder of the SAR of the exercise of such
SAR (unless otherwise determined by the Committee and provided in the applicable Agreement).

ARTICLE VIII

RESTRICTED SHARES AND RESTRICTED STOCK UNITS

8.1 Grant of Restricted Shares. Subject to the limitations of the Plan, the Committee shall
designate those eligible Persons to be granted Awards of Restricted Shares, shall determine the time
when each such Award shall be granted, and shall designate (or set forth the basis for determining) the
Vesting Date or Vesting Dates for each Award of Restricted Shares, and may prescribe other
restrictions, terms and conditions applicable to the vesting of such Restricted Shares in addition to
those provided in the Plan. The Committee shall determine the price, if any, to be paid by the Holder
for the Restricted Shares; provided, however, that the issuance of Restricted Shares shall be made for
at least the minimum consideration necessary to permit such Restricted Shares to be deemed fully paid
and nonassessable. All determinations made by the Committee pursuant to this Section 8.1 shall be
specified in the Agreement.

8.2

Issuance of Restricted Shares. An Award of Restricted Shares shall be registered in a book
entry account (the ‘‘Account’’) in the name of the Holder to whom such Restricted Shares shall have
been awarded. During the Restriction Period, the Account, any statement of ownership representing
the Restricted Shares that may be issued during the Restriction Period and any securities constituting
Retained Distributions shall bear a restrictive legend to the effect that ownership of the Restricted
Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are
subject to the restrictions, terms and conditions provided in the Plan and the applicable Agreement.

8.3 Restrictions with Respect to Restricted Shares. During the Restriction Period, Restricted Shares

shall constitute issued and outstanding shares of the applicable series of Common Stock for all
corporate purposes. The Holder will have the right to vote such Restricted Shares, to receive and retain
such dividends and distributions, as the Committee may designate, paid or distributed on such
Restricted Shares, and to exercise all other rights, powers and privileges of a Holder of shares of the
applicable series of Common Stock with respect to such Restricted Shares; except, that, unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder will
not be entitled to delivery of the Restricted Shares until the Restriction Period shall have expired and
unless all other vesting requirements with respect thereto shall have been fulfilled or waived; (ii) the
Company or its designee will retain custody of the Restricted Shares during the Restriction Period as
provided in Section 8.2; (iii) other than such dividends and distributions as the Committee may
designate, the Company or its designee will retain custody of all distributions (‘‘Retained
Distributions’’) made or declared with respect to the Restricted Shares (and such Retained

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Distributions will be subject to the same restrictions, terms and vesting, and other conditions as are
applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to
which such Retained Distributions shall have been made, paid or declared shall have become vested,
and such Retained Distributions shall not bear interest or be segregated in a separate account; (iv) the
Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares
or any Retained Distributions or such Holder’s interest in any of them during the Restriction Period;
and (v) a breach of any restrictions, terms or conditions provided in the Plan or established by the
Committee with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of
such Restricted Shares and any Retained Distributions with respect thereto.

8.4 Grant of Restricted Stock Units. Subject to the limitations of the Plan, the Committee shall
designate those eligible Persons to be granted Awards of Restricted Stock Units, the value of which is
based, in whole or in part, on the Fair Market Value of the shares of any specified series of Common
Stock. Subject to the provisions of the Plan, including any rules established pursuant to Section 8.5,
Awards of Restricted Stock Units shall be subject to such terms, restrictions, conditions, vesting
requirements and payment rules as the Committee may determine in its discretion, which need not be
identical for each Award. Such Awards may provide for the payment of cash consideration by the
Person to whom such Award is granted or provide that the Award, and any shares of Common Stock to
be issued in connection therewith, if applicable, shall be delivered without the payment of cash
consideration; provided, however, that the issuance of any shares of Common Stock in connection with
an Award of Restricted Stock Units shall be for at least the minimum consideration necessary to permit
such shares to be deemed fully paid and nonassessable. The determinations made by the Committee
pursuant to this Section 8.4 shall be specified in the applicable Agreement.

8.5 Restrictions with Respect to Restricted Stock Units. Any Award of Restricted Stock Units,
including any shares of Common Stock which are part of an Award of Restricted Stock Units, may not
be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the shares
are issued or, if later, the date provided by the Committee at the time of the Award. A breach of any
restrictions, terms or conditions provided in the Plan or established by the Committee with respect to
any Award of Restricted Stock Units will cause a forfeiture of such Restricted Stock Units and any
Dividend Equivalents with respect thereto.

8.6

Issuance of Restricted Stock Units. Restricted Stock Units shall be issued at the beginning of

the Restriction Period, shall not constitute issued and outstanding shares of the applicable series of
Common Stock, and the Holder shall not have any of the rights of a stockholder with respect to the
shares of Common Stock covered by such an Award of Restricted Stock Units, in each case until such
shares shall have been issued to the Holder at the end of the Restriction Period. If and to the extent
that shares of Common Stock are to be issued at the end of the Restriction Period, the Holder shall be
entitled to receive Dividend Equivalents with respect to the shares of Common Stock covered thereby
either (i) during the Restriction Period or (ii) in accordance with the rules applicable to Retained
Distributions, as the Committee may specify in the Agreement.

8.7 Cash Payments.

In connection with any Award of Restricted Shares or Restricted Stock

Units, an Agreement may provide for the payment of a cash amount to the Holder of such Awards at
any time after such Awards shall have become vested. Such cash amounts shall be payable in
accordance with such additional restrictions, terms and conditions as shall be prescribed by the
Committee in the Agreement and shall be in addition to any other salary, incentive, bonus or other
compensation payments which such Holder shall be otherwise entitled or eligible to receive from the
Company.

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8.8 Completion of Restriction Period. On the Vesting Date with respect to each Award of
Restricted Shares or Restricted Stock Units and the satisfaction of any other applicable restrictions,
terms and conditions, (i) all or the applicable portion of such Restricted Shares or Restricted Stock
Units shall become vested, (ii) any Retained Distributions with respect to such Restricted Shares and
any unpaid Dividend Equivalents with respect to such Restricted Stock Units shall become vested to
the extent that the Awards related thereto shall have become vested, and (iii) any cash amount to be
received by the Holder with respect to such Restricted Shares or Restricted Stock Units shall become
payable, all in accordance with the terms of the applicable Agreement. Any such Restricted Shares,
Restricted Stock Units, Retained Distributions and any unpaid Dividend Equivalents that shall not
become vested shall be forfeited to the Company, and the Holder shall not thereafter have any rights
(including dividend and voting rights) with respect to such Restricted Shares, Restricted Stock Units,
Retained Distributions and any unpaid Dividend Equivalents that shall have been so forfeited. The
Committee may, in its discretion, provide that the delivery of any Restricted Shares, Restricted Stock
Units, Retained Distributions and unpaid Dividend Equivalents that shall have become vested, and
payment of any related cash amounts that shall have become payable under this Article VIII, shall be
deferred until such date or dates as the recipient may elect. Any election of a recipient pursuant to the
preceding sentence shall be filed in writing with the Committee in accordance with such rules and
regulations, including any deadline for the making of such an election, as the Committee may provide,
and shall be made in compliance with Section 409A.

ARTICLE IX

CASH AWARDS AND PERFORMANCE AWARDS

9.1 Cash Awards.

In addition to granting Options, SARs, Restricted Shares and Restricted Stock

Units, the Committee shall, subject to the limitations of the Plan, have authority to grant to eligible
Persons Cash Awards. Each Cash Award shall be subject to such terms and conditions, restrictions and
contingencies, if any, as the Committee shall determine. Restrictions and contingencies limiting the
right to receive a cash payment pursuant to a Cash Award shall be based upon the achievement of
single or multiple Performance Objectives over a performance period established by the Committee.
The determinations made by the Committee pursuant to this Section 9.1 shall be specified in the
applicable Agreement.

9.2 Designation as a Performance Award. The Committee shall have the right to designate any

Award of Options, SARs, Restricted Shares or Restricted Stock Units as a Performance Award. All
Cash Awards shall be designated as Performance Awards.

9.3 Performance Objectives. The grant or vesting of a Performance Award shall be subject to the
achievement of Performance Objectives over a performance period established by the Committee based
upon one or more of the following business criteria that apply to the Holder, one or more business
units, divisions or Subsidiaries of the Company or the applicable sector of the Company, or the
Company as a whole, and if so desired by the Committee, by comparison with a peer group of
companies: increased revenue; net income measures (including income after capital costs and income
before or after taxes); stock price measures (including growth measures and total stockholder return);
price per share of Common Stock; market share; earnings per share (actual or targeted growth);
earnings before interest, taxes, depreciation and amortization (EBITDA); operating income before
depreciation and amortization (OIBDA); economic value added (or an equivalent metric); market value
added; debt to equity ratio; cash flow measures (including cash flow return on capital, cash flow return
on tangible capital, net cash flow and net cash flow before financing activities); return measures
(including return on equity, return on average assets, return on capital, risk-adjusted return on capital,
return on investors’ capital and return on average equity); operating measures (including operating
income, funds from operations, cash from operations, after-tax operating income, sales volumes,
production volumes and production efficiency); expense measures (including overhead cost and general

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and administrative expense); margins; stockholder value; total stockholder return; proceeds from
dispositions; total market value and corporate values measures (including ethics compliance,
environmental and safety). Unless otherwise stated, such a Performance Objective need not be based
upon an increase or positive result under a particular business criterion and could include, for example,
maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific
business criteria). The Committee shall have the authority to determine whether the Performance
Objectives and other terms and conditions of the Award are satisfied, and the Committee’s
determination as to the achievement of Performance Objectives relating to a Performance Award shall
be made in writing.

9.4 Section 162(m) of the Code. Notwithstanding the foregoing provisions, if the Committee
intends for a Performance Award to be granted and administered in a manner designed to preserve the
deductibility of the compensation resulting from such Award in accordance with Section 162(m) of the
Code, then the Performance Objectives for such particular Performance Award relative to the particular
period of service to which the Performance Objectives relate shall be established by the Committee in
writing (i) no later than 90 days after the beginning of such period and (ii) prior to the completion of
25% of such period.

9.5 Waiver of Performance Objectives. The Committee shall have no discretion to modify or
waive the Performance Objectives or conditions to the grant or vesting of a Performance Award unless
such Award is not intended to qualify as qualified performance-based compensation under
Section 162(m) of the Code and the relevant Agreement provides for such discretion.

ARTICLE X

GENERAL PROVISIONS

10.1 Acceleration of Awards.

(a) Death or Disability.

If a Holder’s employment or service shall terminate by reason of

death or Disability, notwithstanding any contrary waiting period, installment period, vesting
schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement
provides otherwise: (i) in the case of an Option or SAR, each outstanding Option or SAR granted
under the Plan shall immediately become exercisable in full in respect of the aggregate number of
shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to
each such Award of Restricted Shares shall be deemed to have expired and all such Restricted
Shares and any related Retained Distributions shall become vested and any related cash amounts
payable pursuant to the applicable Agreement shall be adjusted in such manner as may be
provided in the Agreement; and (iii) in the case of Restricted Stock Units, the Restriction Period
applicable to each such Award of Restricted Stock Units shall be deemed to have expired and all
such Restricted Stock Units and any unpaid Dividend Equivalents shall become vested and any
related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such
manner as may be provided in the Agreement.

(b) Approved Transactions; Board Change; Control Purchase.

In the event of any Approved

Transaction, Board Change or Control Purchase, notwithstanding any contrary waiting period,
installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless
the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each such
outstanding Option or SAR granted under the Plan shall become exercisable in full in respect of
the aggregate number of shares covered thereby; (ii) in the case of Restricted Shares, the
Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have
expired and all such Restricted Shares and any related Retained Distributions shall become vested
and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in
such manner as may be provided in the Agreement; and (iii) in the case of Restricted Stock Units,

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the Restriction Period applicable to each such Award of Restricted Stock Units shall be deemed to
have expired and all such Restricted Stock Units and any unpaid Dividend Equivalents shall
become vested and any related cash amounts payable pursuant to the applicable Agreement shall
be adjusted in such manner as may be provided in the Agreement, in each case effective upon the
Board Change or Control Purchase or immediately prior to consummation of the Approved
Transaction. The effect, if any, on a Cash Award of an Approved Transaction, Board Change or
Control Purchase shall be prescribed in the applicable Agreement. Notwithstanding the foregoing,
unless otherwise provided in the applicable Agreement, the Committee may, in its discretion,
determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will
not vest or become exercisable on an accelerated basis in connection with an Approved
Transaction if effective provision has been made for the taking of such action which, in the opinion
of the Committee, is equitable and appropriate to substitute a new Award for such Award or to
assume such Award and to make such new or assumed Award, as nearly as may be practicable,
equivalent to the old Award (before giving effect to any acceleration of the vesting or exercisability
thereof), taking into account, to the extent applicable, the kind and amount of securities, cash or
other assets into or for which the applicable series of Common Stock may be changed, converted
or exchanged in connection with the Approved Transaction.

10.2 Termination of Employment or Service.

(a) General.

If a Holder’s employment or service shall terminate prior to an Option or

SAR becoming exercisable or being exercised (or deemed exercised, as provided in Section 7.2) in
full, or during the Restriction Period with respect to any Restricted Shares or any Restricted Stock
Units, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights
to any unvested Restricted Shares, Retained Distributions and related cash amounts and any
unvested Restricted Stock Units, unpaid Dividend Equivalents and related cash amounts shall
thereafter vest, in each case solely to the extent provided in the applicable Agreement; provided,
however, that, unless otherwise determined by the Committee and provided in the applicable
Agreement, (i) no Option or SAR may be exercised after the scheduled expiration date thereof;
(ii) if the Holder’s employment or service terminates by reason of death or Disability, the Option
or SAR shall remain exercisable for a period of at least one year following such termination (but
not later than the scheduled expiration of such Option or SAR); and (iii) any termination of the
Holder’s employment or service for cause will be treated in accordance with the provisions of
Section 10.2(b). The effect on a Cash Award of the termination of a Holder’s employment or
service for any reason, other than for cause, shall be prescribed in the applicable Agreement. For
the avoidance of doubt, in the discretion of the Committee, an Award may provide that a Holder’s
service shall be deemed to have continued for purposes of the Award while a Holder provides
services to the Company, any Subsidiary, or any former affiliate of the Company or any Subsidiary.

(b) Termination for Cause.

If a Holder’s employment or service with the Company or a
Subsidiary of the Company shall be terminated by the Company or such Subsidiary for ‘‘cause’’
during the Restriction Period with respect to any Restricted Shares or Restricted Stock Units or
prior to any Option or SAR becoming exercisable or being exercised in full or prior to the
payment in full of any Cash Award (for these purposes, ‘‘cause’’ shall have the meaning ascribed
thereto in any employment or consulting agreement to which such Holder is a party or, in the
absence thereof, shall include insubordination, dishonesty, incompetence, moral turpitude, other
misconduct of any kind and the refusal to perform such Holder’s duties and responsibilities for any
reason other than illness or incapacity; provided, however, that if such termination occurs within
12 months after an Approved Transaction or Control Purchase or Board Change, termination for
‘‘cause’’ shall mean only a felony conviction for fraud, misappropriation, or embezzlement), then,
unless otherwise determined by the Committee and provided in the applicable Agreement, (i) all
Options and SARs and all unpaid Cash Awards held by such Holder shall immediately terminate,

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and (ii) such Holder’s rights to all Restricted Shares, Restricted Stock Units, Retained
Distributions, any unpaid Dividend Equivalents and any related cash amounts shall be forfeited
immediately

(c) Miscellaneous. The Committee may determine whether any given leave of absence
constitutes a termination of employment or service; provided, however, that for purposes of the
Plan, (i) a leave of absence, duly authorized in writing by the Company for military service or
sickness, or for any other purpose approved by the Company if the period of such leave does not
exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in writing by the
Company provided the employee’s right to reemployment is guaranteed either by statute or
contract, shall not be deemed a termination of employment. Unless otherwise determined by the
Committee and provided in the applicable Agreement, Awards made under the Plan shall not be
affected by any change of employment or service so long as the Holder continues to be an
employee, director or independent contractor of the Company.

10.3 Right of Company to Terminate Employment or Service. Nothing contained in the Plan or in

any Award, and no action of the Company or the Committee with respect thereto, shall confer or be
construed to confer on any Holder any right to continue in the employ or service of the Company or
any of its Subsidiaries or interfere in any way with the right of the Company or any Subsidiary of the
Company to terminate the employment or service of the Holder at any time, with or without cause,
subject, however, to the provisions of any employment or consulting agreement between the Holder
and the Company or any Subsidiary of the Company, or in the case of a director, to the charter and
bylaws, as the same may be in effect from time to time.

10.4 Nonalienation of Benefits. Except as set forth herein, no right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer,
garnishment, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate,
pledge, exchange, transfer, garnish, encumber or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the
Person entitled to such benefits.

10.5 Written Agreement. Each Award under the Plan shall be evidenced by a written agreement,

in such form as the Committee shall approve from time to time in its discretion, specifying the terms
and provisions of such Award which may not be inconsistent with the provisions of the Plan; provided,
however, that if more than one type of Award is made to the same Holder, such Awards may be
evidenced by a single Agreement with such Holder. Each grantee of an Option, SAR, Restricted
Shares, Restricted Stock Units or Performance Award (including a Cash Award) shall be notified
promptly of such grant, and a written Agreement shall be promptly delivered by the Company. Any
such written Agreement may contain (but shall not be required to contain) such provisions as the
Committee deems appropriate to insure that the penalty provisions of Section 4999 of the Code will
not apply to any stock or cash received by the Holder from the Company. Any such Agreement may be
supplemented or amended from time to time as approved by the Committee as contemplated by
Section 10.7(b).

10.6 Nontransferability. Unless otherwise determined by the Committee and expressly provided

for in an Agreement, Awards are not transferable (either voluntarily or involuntarily), before or after a
Holder’s death, except as follows: (a) during the Holder’s lifetime, pursuant to a Domestic Relations
Order, issued by a court of competent jurisdiction, that is not contrary to the terms and conditions of
the Plan or any applicable Agreement, and in a form acceptable to the Committee; or (b) after the
Holder’s death, by will or pursuant to the applicable laws of descent and distribution, as may be the
case. Any person to whom Awards are transferred in accordance with the provisions of the preceding
sentence shall take such Awards subject to all of the terms and conditions of the Plan and any
applicable Agreement.

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10.7 Termination and Amendment.

(a) General. Unless the Plan shall theretofore have been terminated as hereinafter

provided, no Awards may be made under the Plan on or after the fifth anniversary of the Effective
Date. The Plan may be terminated at any time prior to such date and may, from time to time, be
suspended or discontinued or modified or amended if such action is deemed advisable by the
Committee.

(b) Modification. No termination, modification or amendment of the Plan may, without the

consent of the Person to whom any Award shall theretofore have been granted, adversely affect
the rights of such Person with respect to such Award. No modification, extension, renewal or other
change in any Award granted under the Plan shall be made after the grant of such Award, unless
the same is consistent with the provisions of the Plan. With the consent of the Holder and subject
to the terms and conditions of the Plan (including Section 10.7(a)), the Committee may amend
outstanding Agreements with any Holder, including any amendment which would (i) accelerate the
time or times at which the Award may be exercised and/or (ii) extend the scheduled expiration
date of the Award. Without limiting the generality of the foregoing, the Committee may, but solely
with the Holder’s consent unless otherwise provided in the Agreement, agree to cancel any Award
under the Plan and grant a new Award in substitution therefor, provided that the Award so
substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made.
Nothing contained in the foregoing provisions of this Section 10.7(b) shall be construed to prevent
the Committee from providing in any Agreement that the rights of the Holder with respect to the
Award evidenced thereby shall be subject to such rules and regulations as the Committee may,
subject to the express provisions of the Plan, adopt from time to time or impair the enforceability
of any such provision.

10.8 Government and Other Regulations. The obligation of the Company with respect to Awards

shall be subject to all applicable laws, rules and regulations and such approvals by any governmental
agencies as may be required, including the effectiveness of any registration statement required under
the Securities Act of 1933, and the rules and regulations of any securities exchange or association on
which the Common Stock may be listed or quoted. For so long as any series of Common Stock are
registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any
legal requirements (i) to maintain a registration statement in effect under the Securities Act of 1933
with respect to all shares of the applicable series of Common Stock that may be issuable, from time to
time, to Holders under the Plan and (ii) to file in a timely manner all reports required to be filed by it
under the Exchange Act.

10.9 Withholding. The Company’s obligation to deliver shares of Common Stock or pay cash in

respect of any Award under the Plan shall be subject to applicable federal, state and local tax
withholding requirements. Federal, state and local withholding tax due at the time of an Award, upon
the exercise of any Option or SAR or upon the vesting of, or expiration of restrictions with respect to,
Restricted Shares or Restricted Stock Units or the satisfaction of the Performance Objectives applicable
to a Performance Award, as appropriate, may, in the discretion of the Committee, be paid in shares of
Common Stock already owned by the Holder or through the withholding of shares otherwise issuable
to such Holder, upon such terms and conditions (including the conditions referenced in Section 6.5) as
the Committee shall determine. If the Holder shall fail to pay, or make arrangements satisfactory to
the Committee for the payment to the Company of, all such federal, state and local taxes required to
be withheld by the Company, then the Company shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to such Holder an amount equal to any federal,
state or local taxes of any kind required to be withheld by the Company with respect to such Award.

10.10 Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed
as creating any limitations on the power of the Board to adopt such other incentive arrangements as it

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may deem desirable, including the granting of stock options and the awarding of stock and cash
otherwise than under the Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.

10.11 Exclusion from Other Plans. By acceptance of an Award, unless otherwise provided in the

applicable Agreement, each Holder shall be deemed to have agreed that such Award is special
incentive compensation that will not be taken into account, in any manner, as salary, compensation or
bonus in determining the amount of any payment under any pension, retirement or other employee
benefit plan, program or policy of the Company or any Subsidiary of the Company. In addition, each
beneficiary of a deceased Holder shall be deemed to have agreed that such Award will not affect the
amount of any life insurance coverage, if any, provided by the Company on the life of the Holder
which is payable to such beneficiary under any life insurance plan of the Company or any Subsidiary of
the Company.

10.12 Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be
required to segregate any cash or any shares of Common Stock which may at any time be represented
by Awards, and the Plan shall constitute an ‘‘unfunded’’ plan of the Company. Except as provided in
Article VIII with respect to Awards of Restricted Shares and except as expressly set forth in an
Agreement, no Holder shall have voting or other rights with respect to the shares of Common Stock
covered by an Award prior to the delivery of such shares. Neither the Company nor any Subsidiary of
the Company shall, by any provisions of the Plan, be deemed to be a trustee of any shares of Common
Stock or any other property, and the liabilities of the Company and any Subsidiary of the Company to
any Holder pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are
created by or pursuant to the Plan, and the rights of any Holder, former service provider or beneficiary
under the Plan shall be limited to those of a general creditor of the Company or the applicable
Subsidiary of the Company, as the case may be. In its sole discretion, the Board may authorize the
creation of trusts or other arrangements to meet the obligations of the Company under the Plan,
provided, however, that the existence of such trusts or other arrangements is consistent with the
unfunded status of the Plan.

10.13 Governing Law. The Plan shall be governed by, and construed in accordance with, the

laws of the State of Delaware.

10.14 Accounts. The delivery of any shares of Common Stock and the payment of any amount

in respect of an Award shall be for the account of the Company or the applicable Subsidiary of the
Company, as the case may be, and any such delivery or payment shall not be made until the recipient
shall have paid or made satisfactory arrangements for the payment of any applicable withholding taxes
as provided in Section 10.9.

10.15 Legends. Any statement of ownership evidencing shares of Common Stock subject to an
Award shall bear such legends as the Committee deems necessary or appropriate to reflect or refer to
any terms, conditions or restrictions of the Award applicable to such shares, including any to the effect
that the shares represented thereby may not be disposed of unless the Company has received an
opinion of counsel, acceptable to the Company, that such disposition will not violate any federal or
state securities laws.

10.16 Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way

the right or power of the Company to make reclassifications, reorganizations or other changes of or to
its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or
any part of its business or assets.

10.17 Section 409A. The Plan and the Awards made hereunder are intended to be (i) ‘‘stock

rights’’ exempt from Section 409A of the Code (‘‘Section 409A’’) pursuant to Treasury Regulations
§ 1.409A-1(b)(5), (ii) ‘‘short-term deferrals’’ exempt from Section 409A or (iii) payments which are

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deferred compensation and paid in compliance with Section 409A, and the Plan and each Agreement
shall be interpreted and administered accordingly. Any adjustments of Awards intended to be ‘‘stock
rights’’ exempt from Section 409A pursuant to Treasury Regulations § 1.409A-1(b)(5) shall be
conducted in a manner so as not to constitute a grant of a new stock right or a change in the time and
form of payment pursuant to Treasury Regulations §1.409A-1(b)(5)(v). In the event an Award is not
exempt from Section 409A, (x) payment pursuant to the relevant Agreement shall be made only on a
permissible payment event or at a specified time in compliance with Section 409A, (y) no accelerated
payment shall be made pursuant to Section 10.1(b) unless the Board Change, Approved Transaction or
Control Purchase constitutes a ‘‘change in control event’’ under Treasury Regulations §1.409A-3(i)(5) or
otherwise constitutes a permissible payment event under Section 409A and (z) no amendment or
modification of such Award may be made except in compliance with the anti-deferral and
anti-acceleration provisions of Section 409A. No deferrals of compensation otherwise payable under the
Plan or any Award shall be allowed, whether at the discretion of the Company or the Holder, except in
a manner consistent with the requirements of Section 409A. If a Holder is identified by the Company
as a ‘‘specified employee’’ within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which
such Holder has a ‘‘separation from service’’ (other than due to death) within the meaning of Treasury
Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is
deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (1) the
first business day following the expiration of six months from the Holder’s separation from service,
(2) the date of the Holder’s death, or (3) such earlier date as complies with the requirements of Code
Section 409A.

10.18 Administrative Blackouts.

In addition to its other powers hereunder, the Committee has

the authority to suspend (i) the exercise of Options or SARs and (ii) any other transactions under the
Plan as it deems necessary or appropriate for administrative reasons.

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L I B E R T Y T R I PA D V I S O R H O L DI N GS , I N C .
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