TRIP 10-K Annual Report Dec. 31, 2017

TRIPADVISOR, INC.

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PROXIES

DEF 14A	Filed on April 29, 2024
DEF 14A	Filed on April 26, 2023
DEF 14A	Filed on April 29, 2022
DEF 14A	Filed on April 29, 2021
DEF 14A	Filed on April 28, 2020
DEF 14A	Filed on April 26, 2019
DEF 14A	Filed on April 27, 2018
DEF 14A	Filed on April 26, 2017
DEF 14A	Filed on April 29, 2016
DEF 14A	Filed on April 28, 2015
DEF 14A	Filed on April 30, 2014
DEF 14A	Filed on May 13, 2013
DEF 14A	Filed on April 30, 2012

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Note 1: Organization and Business Description Note 2: Significant Accounting Policies Note 3: Acquisitions and Dispositions Note 4: Stock Based Awards and Other Equity Instruments Note 5: Earnings Per Share Note 6: Financial Instruments and Fair Value Measurements Note 7: Property and Equipment, Net Note 8: Goodwill and Intangible Assets, Net Note 9: Debt Note 10: Income Taxes Note 11: Accrued Expenses and Other Current Liabilities Note 12: Other Long-term Liabilities Note 13: Commitments and Contingencies Note 14: Employee Benefit Plans Note 15: Stockholders Equity Note 16: Related Party Transactions Note 17: Segment and Geographic Information Note 18: Interest Income and Other, Net Note 19: Quarterly Financial Information (unaudited)Note 20: Subsequent Events Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Part IV Item 15. Exhibits, Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of TripAdvisor, Inc. 8-K 001-35362 3.1 12/27/11 3.2 Amended and Restated Bylaws of TripAdvisor,Inc. 8-K 001-35362 3.2 12/27/11 3.3 Amended No. 1 to Amended and Restated Bylaws of TripAdvisor,Inc. 8-K 001-35362 3.1 2/12/13 4.1 Specimen TripAdvisor, Inc. Common Stock Certificate S-4/A 333-175828-01 4.6 10/24/11 10.1 Governance Agreement, by and among TripAdvisor, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December20,2011 8-K 001-35362 10.1 12/27/11 10.2 Tax Sharing Agreement by and between TripAdvisor, Inc. and Expedia, Inc., dated as of December20, 2011 8-K 001-35362 10.2 12/27/11 10.3+ Amended and Restated TripAdvisor, Inc. 2011 Stock and Annual Incentive Plan 10-Q 333-190384 10.1 11/8/16 10.4+ TripAdvisor, Inc. Deferred Compensation Plan for Non-Employee Directors S-8 333-178637 4.6 12/20/11 10.5 Corporate Headquarters Lease with Normandy Gap-V Needham Building 3, LLC, as landlord, dated as of June20,2013 10-Q 001-35362 10.1 7/24/13 10.6 Guaranty dated June 20, 2013 by TripAdvisor, Inc. for the benefit of Normandy Gap-V Needham Building 3, LLC, as landlord 10-Q 001-35362 10.2 7/24/13 10.7+ Employment Agreement between TripAdvisor LLC and Seth Kalvert, effective as of May 19, 2016 8-K 001-35362 10.1 5/23/16 10.8+ Amendment to Employment Agreement between TripAdvisor LLC and Seth Kalvert, dated as of February 19, 2018 10.9+ Employment Agreement between TripAdvisor LLC and Stephen Kaufer, effective as of March 31, 2014 10-Q 001-35362 10.3 5/6/14 10.10+ Amendment to Employment Agreement between TripAdvisor LLC and Stephen Kaufer, effective as of November 28, 2017 10.11+ Amended and Restated Option Agreement dated June 5, 2017 between Stephen Kaufer and TripAdvisor, Inc. 8-K 001-35362 10.1 6/8/17 10.12+ Stock Option Agreement (time-based) between Stephen Kaufer and TripAdvisor, Inc. dated November 28, 2017 10.13+ RSU Agreement (time-based) between Stephen Kaufer and TripAdvisor, Inc. dated November 28, 2017 10.14+ RSU Agreement (performance based (market)) between Stephen Kaufer and TripAdvisor, Inc. dated November 28, 2017 10.15+ RSU Agreement (performance based (financial and strategic)) between Stephen Kaufer and TripAdvisor, Inc. dated November 28, 2017 10.16+ Viator, Inc. 2010 Stock Incentive Plan S-8 333-198726 99.1 9/12/14 10.17+ Offer Letter dated May 9, 2017, between TripAdvisor Limited and Dermot Halpin 10-Q 001-35362 10.1 5/9/17 10.19 First Amendment, dated as of May 12, 2017, by and among TripAdvisor, Inc., TripAdvisor Holdings, LLC, TripAdvisor LLC and other Subsidiary Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P.Morgan Europe Limited, as London Agent 8-K 001-35362 10.1 5/15/17 10.20+ Employment Agreement, dated as of October 6, 2015, between TripAdvisor, LLC and Ernst Teunissen 8-K 001-35362 10.1 10/8/15 10.21+ Amendment to Employment Agreement, dated as of November 28, 2017, between TripAdvisor, LLC and Ernst Teunissen 10.22+ Executive Severance Plan and Summary Plan Description 10-Q 001-36362 10.4 8/8/17 10.23 Form of TripAdvisor Media Group Master Advertising Insertion Order 21.1 Subsidiaries of the Registrant 23.1 Consent of KPMG, LLP, Independent Registered Public Accounting Firm 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002

TRIP 10-K Fiscal year ended Dec. 31, 2017

Exhibits