TRIP 10-K Annual Report Dec. 31, 2023

TRIPADVISOR, INC.

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10-K	Fiscal year ended Dec. 31, 2011
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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 1B. Unresolve Item 1C. Cybersecurity Item 1C. Cybe Item 2. Properties Item 2. Prope Item 3. Legal Proceedings Item 3. Legal Pr 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 5. Market For Registrant S Common Equity, Related Stoc Item 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7. Management S Discussion and Analysis Of Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 7A. Qua Item 8. Financial Statements and Supplementary Data Note 1: Organization and Business Description Note 2: Significant Accounting Policies Note 3: Financial Instruments and Fair Value Measurements Note 4: Property and Equipment, Net Note 5: Leases Note 6: Goodwill and Intangible Assets, Net Note 7: Accrued Expenses and Other Current Liabilities Note 8: Debt Note 9: Other Long-term Liabilities Note 10: Income Taxes Note 11: Commitments and Contingencies Note 11: Commitments Note 12: Employee Benefit Plans Note 13: Stock Based Awards and Other Equity Instruments Note 14: Stockholders Equity Note 15: Earnings Per Share Note 16: Other Income (expense), Net Note 17: Related Party Transactions Note 18: 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 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 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. Exhibit and Financial Statement Schedules Item 16. Form 10-k Summary Item 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 Assignment and Assumption of Governance Agreement by and among Tripadvisor, Inc. and Liberty Tripadvisor Holdings, dated as of August 12, 2014 10.3 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 10.4+ 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 June 20, 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 Amendment and Restatement Agreement, dated as of June 29, 2023, to the Credit Agreement dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent 8-K 001-35362 10.1 7/6/23 10.8+ Executive Severance Plan and Summary Plan Description 10-Q 001-35362 10.4 8/8/17 10.9+ Form of Option Agreement (Domestic) 10-Q 001-35362 10.2 5/6/21 10.10+ Form of Option Agreement (International) 10-Q 001-35362 10.3 5/6/21 10.11+ Form of Restricted Stock Unit Agreement (Domestic) 10-Q 001-35362 10.1 5/3/23 10.12+ Form of Restricted Stock Unit Agreement (International) 10-Q 001-35362 10.2 5/3/23 10.13+ Form of Restricted Stock Unit Agreement (French) 10-Q 001-35362 10.3 5/3/23 10.14+ Form of Restricted Stock Unit Agreement (Performance Based) 10-Q 001-35362 10.4 5/3/23 10.15+ Form of Restricted Stock Unit Agreement (Non-Employee Directors) 10-Q 001-35362 10.2 8/1/18 10.16 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 10.17+ Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert 10-Q 001-35362 10.7 5/6/21 10.18 Form of Capped Call Confirmation 8-K 001-35362 10.1 3/25/21 10.19+ Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg 8-K 001-35362 10.1 5/4/22 10.20+ Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan 8-K 001-35362 10.1 10/11/22 10.21+ Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan 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 97.1 Tripadvisor, Inc. Incentive Compensation Clawback Policy, dated November 1, 2023

TRIP 10-K Fiscal year ended Dec. 31, 2023

Exhibits