TRIP 10-K Annual Report Dec. 31, 2022 | Alphaminr
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TRIP 10-K Fiscal year ended Dec. 31, 2022

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TRIPADVISOR, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1B. UnresolveItem 2. PropertiesItem 2. PropeItem 3. Legal ProceedingsItem 3. Legal PrItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StocItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S Discussion and Analysis OfItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. QuaItem 8. Financial Statements and Supplementary DataNote 1: Organization and Business DescriptionNote 2: Significant Accounting PoliciesNote 3: Revenue RecognitionNote 4: Financial Instruments and Fair Value MeasurementsNote 5: Property and Equipment, NetNote 6: LeasesNote 7: Goodwill and Intangible Assets, NetNote 8: Accrued Expenses and Other Current LiabilitiesNote 9: DebtNote 10: Other Long-term LiabilitiesNote 11: Income TaxesNote 12: Commitments and ContingenciesNote 12: CommitmentsNote 13: Employee Benefit PlansNote 14: Stock Based Awards and Other Equity InstrumentsNote 15: Stockholders EquityNote 16: Earnings Per ShareNote 17: Other Income (expense), NetNote 18: Related Party TransactionsNote 19: Segment and Geographic InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k SummaryItem 16. Form

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 2/19/20 4.3 Indenture, dated July 9, 2020, among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (as successor trustee to Wilmington Trust, National Association) 8-K 001-35362 4.1 7/9/20 4.4 Form of Senior Note (included in Exhibit 4.1) 8-K 001-35362 4.2 7/9/20 4.5 Indenture, dated as of March 25, 2021, by and among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee 8-K 001-35362 4.1 3/25/21 4.6 Form of 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) 8-K 001-35362 4.2 3/25/21 10.1 Governance Agreement, by and among Tripadvisor, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 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 December 20, 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 June 20, 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 10.19 Credit Agreement dated as of June 26, 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 8-K 001-35362 10.1 6/30/15 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 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 May 5, 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 8-K 001-35362 10.1 12/22/20 Agents; and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as Co-Documentation Agents. 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 10.2 5/6/21 10.29+ Form of Option Agreement (International) 10-Q 001-35362 10.3 5/6/21 10.30+ Form of Restricted Stock Unit Agreement (Domestic) 10-Q 001-35362 10.4 5/6/21 10.31+ Form of Restricted Stock Unit Agreement (International) 10-Q 001-35362 10.5 5/6/21 10.32+ Form of Restricted Stock Unit Agreement (French) 10-Q 001-35362 10.6 5/6/21 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 10.37+ Amendment No. 1 to 2018 Stock and Annual Incentive Plan 8-K 001-35362 10.1 8/5/21 10.38+ Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert 10-Q 001-35362 10.7 5/6/21 10.39+ Offer Letter, dated as of September 14, 2018, between Tripadvisor, LLC and Lindsay Nelson 10-Q 001-35362 10.8 5/6/21 10.40+ OfferLetter, dated as of February 13, 2019, between Tripadvisor, LLC and Kanika Soni 10-K 001-35362 10.9 5/6/21 10.41 Form of Capped Call Confirmation 8-K 001-35362 10.1 3/25/21 10.42+ RSU Agreement (Time-Based) between Stephen Kaufer and Tripadvisor, Inc. dated as of December 31, 2021 10-Q 001-35362 10.1 5/4/22 10.43+ Option Agreement (Domestic) between Stephen Kaufer and 10-Q 001-35362 10.2 5/4/22 Tripadvisor, Inc. dated as of December 31, 2021 10.44+ Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg 8-K 001-35362 10.1 5/4/22 10.45+ Consulting Services Agreement dated May 3, 2022 between Tripadvisor LLC and Stephen Kaufer. 8-K 001-35362 10.2 5/4/22 10.46+ Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan 8-K 001-35362 10.1 10/11/22 10.47+ Transition Services Agreement dated October 10, 2022 between Tripadvisor LLC and Ernst Teunissen 8-K 001-35362 10.2 10/11/22 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 to 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 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002