TRIP 10-K Annual Report Dec. 31, 2020

TRIPADVISOR, INC.

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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 Part Ii, Item 7 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 Other Investments Note 4: Revenue Recognition Note 5: Financial Instruments and Fair Value Measurements Note 6: Property and Equipment, Net Note 7: Leases Note 8: Goodwill and Intangible Assets, Net Note 9: Accrued Expenses and Other Current Liabilities Note 10: Debt Note 11: Other Long-term Liabilities Note 12: Income Taxes Note 13: Commitments and Contingencies Note 14: Employee Benefit Plans Note 15: Stock Based Awards and Other Equity Instruments Note 16: Stockholders Equity Note 17: Earnings Per Share Note 18: Other Income (expense), Net Note 19: Related Party Transactions Note 20: Segment and Geographic Information 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 Amendment 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 4.2 Description of the Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-35362 4.2 2/19/2020 4.3 Indenture, dated July 9, 2020, among Tripadvisor, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee 8-K 001-35362 4.1 7/9/20 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 001-35362 10.1 11/8/16 10.4+ Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan 10-Q 001-35362 10.1 8/1/18 10.5+ Tripadvisor, Inc. Deferred Compensation Plan for Non-Employee Directors S-8 333-178637 4.6 12/20/11 10.6 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 10.7 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 10.8+ Employment Agreement between Tripadvisor LLC and Seth Kalvert, effective as of May 19, 2016 8-K 001-35362 10.1 5/23/16 10.9+ Amendment to Employment Agreement between Tripadvisor LLC and Seth Kalvert, dated as of February 19, 2018 10-K 001-35362 10.8 2/21/18 10.10+ Employment Agreement between Tripadvisor LLC and Stephen Kaufer, effective as of March 31, 2014 10-Q 001-35362 10.3 5/6/14 10.11+ Amendment to Employment Agreement between Tripadvisor LLC and Stephen Kaufer, effective as of November 28, 2017 10-K 001-35362 10.10 2/21/18 10.12+ Amended and Restated Option Agreement dated June 5, 2017 between Stephen Kaufer and Tripadvisor, Inc. 8-K 001-35362 10.1 6/8/17 10.13+ Stock Option Agreement (time-based) between Stephen Kaufer and Tripadvisor, Inc. dated November 28, 2017 10-K 001-35362 10.12 2/21/18 10.14+ RSU Agreement (time-based) between Stephen Kaufer and Tripadvisor, Inc. dated November 28, 2017 10-K 001-35362 10.13 2/21/18 10.15+ RSU Agreement (performance based (market)) between Stephen Kaufer and Tripadvisor, Inc. dated November 28, 2017 10-K 001-35362 10.14 2/21/18 10.16+ RSU Agreement (performance based (financial and strategic)) between Stephen Kaufer and Tripadvisor, Inc. dated November 28, 2017 10-K 001-35362 10.15 2/21/18 10.17+ Viator, Inc. 2010 Stock Incentive Plan S-8 333-198726 99.1 9/12/14 10.18+ Offer Letter dated May 9, 2017, between Tripadvisor Limited and Dermot Halpin 10-Q 001-35362 10.1 5/9/17 10.19 Credit Agreement dated as of June26, 2015 by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor LLC, JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan Europe Limited, as London Agent; Morgan Stanley Bank, N.A.; Bank of America, N.A.; BNP Paribas; SunTrust Bank; Wells Fargo Bank, National Association; Royal Bank of Canada; Barclays Bank PLC; U.S. Bank National Association; Citibank, N.A.; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Goldman Sachs Bank USA; and Deutsche Bank AG New York Branch 8-K 001-35362 10.1 6/30/15 10.20 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 10.21 Second Amendment, dated as of May5, 2020, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor LLC, the other Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent, BofA Securities, Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., SunTrust Robinson Humphrey, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and Joint Bookrunners; Bank of America, N.A., BMO Capital Markets Corp., BNP Paribas Securities Corp., SunTrust Robinson Humphrey, Inc. and U.S. Bank National Association, as Co-Syndication Agents; and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as Co-Documentation Agents. 8-K 001-35362 10.1 5/7/20 10.22 Third Amendment, dated as of December 17, 2020, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor LLC, the other Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent, BofA Securities, Inc., BMO Capital markets Corp., BNP Paribas Securities Corp., Truist Securities, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and Joint Bookrunners; Bank of America, N.A., BMO Capital Markets Corp., BNP Paribas Securities Corp., Truist Securities, Inc. and U.S. Bank National Association, as Co-Syndication Agents; and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as Co-Documentation Agents. 8-K 001-35362 10.1 12/22/20 10.23+ Employment Agreement, dated as of October 6, 2015, between Tripadvisor, LLC and Ernst Teunissen 8-K 001-35362 10.1 10/8/15 10.24+ Amendment to Employment Agreement, dated as of November 28, 2017, between Tripadvisor, LLC and Ernst Teunissen 10-K 001-35362 10.21 2/21/18 10.25+ Second Amendment to Employment Agreement, dated as of May 8, 2020, between Tripadvisor, LLC and Ernst Teunissen 10-Q 001-35362 10.9 5/8/20 10.26+ Executive Severance Plan and Summary Plan Description 10-Q 001-35362 10.4 8/8/17 10.27 Form of Tripadvisor Media Group Master Advertising Insertion Order 10-K 001-35362 10.23 2/21/18 10.28+ Form of Option Agreement (Domestic) 10-Q 001-35362 10.1 5/8/18 10.29+ Form of Option Agreement (International) 10-Q 001-35362 10.2 5/8/18 10.30+ Form of Restricted Stock Unit Agreement (Domestic) 10-Q 001-35362 10.3 5/8/18 10.31+ Form of Restricted Stock Unit Agreement (International) 10-Q 001-35362 10.4 5/8/18 10.32+ Form of Restricted Stock Unit Agreement (French) 10-Q 001-35362 10.5 5/8/18 10.33+ Form of Restricted Stock Unit Agreement (Performance Based Domestic) 10-Q 001-35362 10.6 5/8/18 10.34+ Form of Restricted Stock Unit Agreement (Performance Based French) 10-Q 001-35362 10.7 5/8/18 10.35+ Form of Restricted Stock Unit Agreement (Non-Employee Directors) 10-Q 001-35362 10.2 8/1/18 10.36 Governance Agreement dated as of November 6, 2019 between Tripadvisor, Inc. and Trip.com Group Limited 8-K 001-35362 10.1 11/6/19 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 pursuantto Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer pursuantto Section 906 of the Sarbanes-Oxley Act of 2002

TRIP 10-K Fiscal year ended Dec. 31, 2020

Exhibits