Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

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Related Party Transactions
6 Months Ended
Jun. 30, 2014
Related Party Transactions  
Related Party Transactions

(6) 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-related revenue represented approximately 21% and 24% of TripAdvisor’s total revenue for the six months ended June 30, 2014 and 2013, respectively. The net Expedia-related receivable balance included in trade receivables in the combined condensed balance sheets as of June 30, 2014 and December 31, 2013 was $38 million and $16 million, respectively.

 

Following the spin-off of TripAdvisor from Expedia, as a result of the 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 spin-off of TripAdvisor from Expedia until December 11, 2012, TripAdvisor and Expedia were related parties since they were under common control. On December 11, 2012, as a result of the transaction with Liberty to acquire an aggregate of 4,799,848 shares of common stock of TripAdvisor from Mr. Diller, Expedia and TripAdvisor are no longer under common control. Upon effectiveness of the Trip Spin-Off, Expedia is no longer an affiliated entity of TripCo. Because of Liberty’s ownership interest in Expedia, disclosure of the relationship was deemed appropriate until the time of the spin-off.

 

BuySeasons

During the six months ended June 30, 2014, the promissory note agreement between Liberty and BuySeasons, as borrower, was amended to increase the total borrowing capacity from $30 million to $50 million. As of June 30, 2014, BuySeasons had outstanding approximately $42 million of borrowings in accordance with a loan agreement with Liberty. The interest rate on this loan was  6.25%. During August 2014, prior to completion of the Trip Spin-Off, Liberty contributed the amount outstanding pursuant to the BuySeasons note to the capital of BuySeasons.