−Removed: Tripadvisor operates the world’s largest travel guidance platform, connecting a global audience of prospective travelers with travel partners through rich content, price comparison tools, and online reservation and related services for destinations, accommodations, travel activities and experiences, and restaurants .
−Removed: Our mission is to help people around the world plan, book and experience the perfect trip.
−Removed: In 2000, under our flagship brand Tripadvisor, we launched www.Tripadvisor.com in the U.S.
−Removed: Since then, we have built a portfolio of travel guidance brands and businesses, seamlessly connecting travelers to destinations, accommodations, travel activities and experiences, and restaurants in over 40 markets and over 20 languages worldwide.
−Removed: As of December 31, 2021, Tripadvisor featured more than 1 billion reviews and opinions on nearly 8 m illion hotels and other accommodations, restaurants, experiences, airlines and cruises.
−Removed: In addition to the flagship Tripadvisor brand, we own and operate a portfolio of online travel brands and businesses, operating under various websites, including the following:
−Removed: www.bokun.io , www.cruisecritic.com, www.flipkey.com, www.thefork.com , www.helloreco.com, www.holidaylettings.co.uk, www.housetrip.com , www.jetsetter.com, www.niumba.com, www.seatguru.com, www.singleplatform.com, www.vacationhomerentals.com, and www.viator.com .
+Added: The Tripadvisor group operates as a family of brands with a purpose of connecting people to experiences worth sharing.
+Added: Our vision is to be the world’s most trusted source for travel and experiences.
+Added: The Company operates across three reportable segments:
+Added: Tripadvisor Core, Viator, and TheFork.
+Added: We leverage our brands, technology platforms, and capabilities to connect our large, global audience with partners by offering rich content, travel guidance products and services, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories.
+Added: Tripadvisor Core’s purpose is to empower everyone to be a better traveler by serving as the world’s most trusted and essential travel guidance platform.
+Added: Since Tripadvisor’s founding in 2000, the Tripadvisor brand has developed a relationship of trust and community with travelers and experience seekers by providing an online global platform for travelers to discover, generate, and share authentic user-generated content (“UGC”) in the form of ratings and reviews for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and cruises in over 40 countries and over 20 languages across the world.
+Added: As of December 31, 2022, Tripadvisor offered more than 1 billion user-generated ratings and reviews on nearly 8 million experiences, accommodations, restaurants, airlines, and cruises.
+Added: Tripadvisor’s online platform attracts one of the world’s largest travel audiences, with hundreds of millions of visitors in 2022.
+Added: Viator’s purpose is to bring more wonder into the world—to bring extraordinary, unexpected, and forever memorable experiences to more people, more often, wherever they are traveling.
+Added: In doing so, Viator elevates tens of thousands of businesses, large and small.
+Added: Viator delivers on its purpose by enabling travelers to discover and book iconic, unique and memorable experiences from experience operators around the globe.
+Added: Our online marketplace is comprehensive and easy-to-use, connecting millions of travelers to the world’s largest supply of bookable tours, activities and attractions—over 300,000 experiences from more than 50,000 operators as of December 31, 2022.
+Added: Viator is a pure-play experiences online travel agency (“OTA”) singularly focused on the needs of both travelers and operators with the largest supply of bookable experiences available to travelers.
+Added: TheFork’s purpose is to deliver happiness through amazing dining experiences.
+Added: TheFork delivers on its purpose by providing an online marketplace that enables diners to discover and book online reservations at more than 55,000 restaurants in 12 countries, as of December 31, 2022, across the UK, western and central Europe, and Australia.
+Added: TheFork has become an urban, gastronomic guide with a strong community that offers more than 20 million restaurant reviews.
+Added: The COVID-19 pandemic had a significant negative impact on the travel and hospitality industries and, consequently, adversely and materially affected our business, results of operations, liquidity and financial condition during the years ended December 31, 2021 and 2020.
+Added: In 2022, we generally experienced a travel demand recovery fueled by the continued easing of government restrictions globally and increasing consumer travel demand.
+Added: We believe that consumers will continue to seek connection with others, discover new places, and experience new things through travel.
+Added: We believe this sustained demand, combined with an ongoing need to make informed decisions, creates significant long-term growth opportunities for our business.
Our Industry and Market Opportunity
−Removed: We operate in the global travel industry, focusing exclusively on online travel and travel-related activity, and the online advertising market.
−Removed: The global travel market (which excludes dining) is expected to reach $1.4 trillion of bookings in 2022, according to Phocuswright, an independent travel, tourism and hospitality research firm.
−Removed: As consumer travel media consumption and travel commerce activity has increasingly moved online, we believe travel and travel-related businesses will continue to allocate greater percentages of their marketing budgets to online channels in order to grow their businesses.
−Removed: We serve the needs of both the consumers and travel partners that operate within this market.
−Removed: The COVID-19 pandemic has caused a significant negative impact on the travel, hospitality, restaurant, and leisure industries and consequently adversely and materially affected our business, results of operations, liquidity and financial condition during the years ended December 31, 2021 and 2020.
−Removed: Uncertainty continues over travel due to the impacts of the COVID-19 pandemic, including how quickly global travel will recover, and how the future travel experience will be changed and shaped by the pandemic.
−Removed: However, we believe that, while the pandemic could permanently change travel in certain ways, global travel will return to pre-pandemic levels.
−Removed: Consumers want to connect with others, learn about new places and see things they have not seen before.
−Removed: We believe this passion for travel, combined with the need to make informed choices, creates significant long-term growth opportunities for our business.
−Removed: Our Business Model
−Removed: On a global sc ale, we match consumer demand for travel with travel partners that offer accommodations, restaurants and other travel related experiences.
−Removed: Consumers come to the Tripadvisor platform directly via our branded site, www.tripadvisor.com, our mobile app, and through organic and paid search channels for those searching for information on accommodations, tours, activities, attractions and general visitor information for particular locations, and through sites included in our portfolio of brands.
−Removed: Value Proposition to Consumers
−Removed: Tripadvisor helps consumers plan, book, and enjoy the trips that matter.
−Removed: Our platform offers consumers access to rich and expansive content, including more than 1 billion traveler reviews and other traveler-generated content such as photos, search and discovery capabilities across a variety of parameters such as location and price, and other informational content that helps drive consumer convenience as they plan and book their perfect trip.
−Removed: We believe this rich content has led Tripadvisor to become a trusted global brand, attracting nearly half a billion monthly unique
−Removed: visitors to our platform and influencing a significant amount of travel commerce during peak months prior to the COVID-19 pandemic.
−Removed: We are focused on creating the best online experience in travel planning and booking, making it easier for consumers to research destinations, experiences and restaurants, read and contribute user-generated content (such as reviews and photos), compare destinations and businesses based on quality, price and availability comparisons, and complete bookings powered by our travel partners.
−Removed: Value Proposition to Travel Partners
−Removed: The scale of our platform and the traffic to our platform enable our travel partners to be discovered, to advertise, and to sell their services to a global travel audience.
−Removed: These partners may include hotel chains, independent hoteliers, online travel agencies, or OTAs, destination marketing organizations, and other travel-related and non-travel related product and service providers.
−Removed: We enable media advertising opportunities –
−Removed: and in some cases, facilitate transactions between consumers and travel partners in a number of ways, including by sending referrals to our travel partners’
−Removed: websites, facilitating bookings on behalf of our travel partners, or by serving as the merchant of record –
−Removed: particularly in our Experiences offering –
−Removed: and by offering advertising placements on our platform.
−Removed: Business and Products
−Removed: We manage our business based on the following reportable segments:
−Removed: (1) Hotels, Media & Platform and (2) Experiences & Dining.
−Removed: Our Hotels, Media & Platform segment includes revenue generated from the following sources:
+Added: We are one of the world’s largest online travel companies;
+Added: however, our consolidated annual revenue in 2022 of nearly $1.5 billion represents less than one percent of total worldwide travel spending, which highlights the potential size of our global market opportunity.
+Added: Phocuswright, an independent travel, tourism and hospitality research firm, estimated global travel spending, exclusive of experiences and dining, at approximately $1.6 trillion in 2020 prior to the onset of COVID-19.
+Added: In December 2022 Phocuswright estimated global travel spending will reach approximately $1.4 trillion by 2024, with an expected increasing share booked through online channels each year.
+Added: We believe that we are a compelling leader in the global experiences industry and well positioned to capture increased share in a large and growing market that is estimated to reach more than $275 billion by 2025 according to Arival’s October 2022 report (the “Arival Report”), a leading research provider on the in-destination experiences industry.
+Added: Moreover, we believe we are poised to benefit from increased online adoption in the global experiences industry.
+Added: While online penetration in experiences remains nearly a third below other major travel categories, such as hotel accommodations, the anticipated total size of the online experiences market will continue to expand, and is expected to surpass pre-pandemic levels by 2023, according to the Arival Report, as travelers become increasingly more comfortable making last-minute bookings online, operators continue to shift online in order to more efficiently adhere to evolving pandemic regulations, and international travel returns.
+Added: In addition, OTAs are the fastest growing channel in the travel experiences market and are expected to undergo significant growth going forward, with the OTA channel expected to experience a compounded annual growth rate (“CAGR”) of 62% from 2020 to 2025 according to the Arival Report.
+Added: Based on information in Euromonitor's February 2022 report, a leading provider of global business intelligence, market research data and analysis, we estimate the full-service European restaurants industry may reach approximately $250 billion by 2025.
+Added: In addition, based on this same data, this industry is exhibiting a similar trend as the experiences industry in terms of online adoption;
+Added: the majority of restaurant reservation bookings still take place offline, but an increasing share is booked through online channels each year.
+Added: We believe that we are still early in the global shift in consumer adoption towards booking experiences and restaurants online, which provides an exciting future market opportunity for our business.
+Added: Our Business Strategy
+Added: The Tripadvisor group operates in a unique position in the travel and experiences ecosystem:
+Added: Large, global, and growing addressable markets including travel, experiences, and digital advertising;
+Added: A large, global, and engaged audience making meaningful contributions that reinforces a relationship of trust and community;
+Added: A wealth of high-intent data that comes from serving our audience of travelers and experience seekers at different points along their journey - whether they are engaging on our platforms for inspiration on their next experience, planning a trip, or making a purchasing decision.
+Added: The Tripadvisor group is united in a shared purpose and vision, but operate different value creation strategies for each segment.
+Added: We manage priorities and levels of investment based upon factors that include the size and maturity of each segment, the size and maturity of the addressable market, growth opportunities, and competitive positioning, among other factors.
+Added: In our Tripadvisor Core segment, we offer a compelling value proposition to both travelers and partners across a number of key categories that include accommodations, experiences, and media, among other categories.
+Added: This value proposition is delivered through a collection of durable assets that we believe is difficult to replicate:
+Added: a trusted brand, authentic UGC, a large community of contributors, and one of the largest global travel audiences.
+Added: Our strategy in this segment is to leverage these core assets as well as our technology capabilities to provide travelers with a compelling user experience that helps travelers make the best decisions in each phase of their travel journey, including pre-trip planning, in-destination, and post-trip sharing.
+Added: We intend to drive new traveler acquisition and repeat audience engagement on our platform by offering meaningful travel guidance solutions and services that reduce friction in the traveler journey and create a deeper, more persistent relationship with travelers.
+Added: We evaluate investment opportunities across data, product, marketing, and technology that we believe will improve the monetization of our audience through deeper engagement, which, in turn, we expect will drive more value to our partners.
+Added: In our Viator and TheFork segments, we provide two-sided marketplaces that connect travelers and diners to operators of bookable experiences and restaurants, respectively.
+Added: Within our Viator segment, we are investing in growth, future scale, and market share gains to accelerate our market leadership position, while improving booking unit economics that provide visibility to sustainable future profitability.
+Added: This means driving awareness and higher
+Added: quality audience engagement, which we believe will drive greater repeat behavior, more direct traffic, and translate into improved unit economics over time.
+Added: Our investments on both sides of our marketplace, as well as in our core offerings, are intended to deliver a differentiated value proposition that will drive sustainable market leadership as our partners, operators, and travelers find themselves in an increasingly competitive marketplace environment.
+Added: Similarly, in TheFork segment, we are also investing in growth, future scale, and market share gains.
+Added: Our investments are focused on continuing to grow both our restaurant base and our diner base by offering innovative tools and features on our platform, and through continued awareness of our brand.
+Added: We expect to drive growth across the Tripadvisor group through organic investment in data, product, marketing and technology to further enhance the value we deliver to travelers and partners across our brands, platforms, and reportable segments.
+Added: In addition, we may accelerate growth inorganically by opportunistically pursuing strategic acquisitions.
+Added: Our Business Models
+Added: We manage our Tripadvisor Core segment primarily through the following revenue sources and related business models:
Tripadvisor-branded Hotels Revenue.
−Removed: The largest source of Hotels, Media & Platform segment revenue is generated from click-based advertising on Tripadvisor-branded websites, which is primarily comprised of contextually-relevant booking links to our travel partners’
−Removed: Our click-based travel partners are predominantly OTAs and hotels.
−Removed: Click-based advertising is generally priced on a cost-per-click, or “CPC”, basis, with payments from travel partners determined by the number of travelers who click on a link multiplied by the CPC rate for each specific click.
−Removed: CPC rates are determined in a dynamic, competitive auction process, where our travel partner CPC bids for rates and availability to be listed on our platform are submitted.
−Removed: We also generate revenue from our cost-per-action, or “CPA”
−Removed: model, which consists of contextually-relevant booking links to our travel partners’
−Removed: websites which are advertised on our platform.
−Removed: We earn a commission from our travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partners’
−Removed: website, which results in a traveler stay.
−Removed: In addition, we also provide business-to-business (“B2B”) offerings, including subscription-based advertising to hotels, owners of B&Bs and other specialty lodging properties, enabling subscribers to advertise their businesses on our platform, as well as manage and promote their website URL, email address, phone number, special offers and other information related to their business.
−Removed: Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time.
−Removed: We also offer travel partners the opportunity to advertise and promote their business through hotel sponsored placements on our platform, generally on a CPC rate basis.
+Added: The largest source of Tripadvisor Core segment revenue is generated from click-based advertising on our hotel meta platform (formerly referred to as our hotel auction), which consists primarily of contextually-relevant booking links to partner websites, which predominantly include OTAs and hotels.
+Added: Click-based advertising is generally priced on a cost-per-click (“CPC”) basis, with payments from partners determined by the number of clicks generated on a commerce link multiplied by the CPC rate for each particular click.
+Added: CPC rates are determined in a dynamic, competitive auction bidding process.
+Added: We also generate click-based advertising revenue on a cost-per-action (“CPA”) basis, with payments from partners determined by a contractual commission rate based on a traveler click generated on our platform that ultimately results in a hotel booking and stay via the partners’
+Added: We provide additional business-to-business (“B2B”) offerings to hotels and related accommodation partners that deliver other unique opportunities to further promote, advertise, and operate their businesses as well as merchandise their inventory on our platform.
+Added: These include a subscription-based advertising solution, with payments determined by a contractual fee and time duration, or other CPC-based advertising services through hotel sponsored placements on our platform.
Tripadvisor-branded Display and Platform Revenue.
−Removed: We offer businesses the ability to promote their brands through display-based advertising placements on our platform across all of our segments and business units.
−Removed: Our display-based advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination marketing organizations.
−Removed: We also sell display-based advertising to OTAs and other travel related businesses, as well as advertisers from non-travel categories.
−Removed: Display-based advertising is sold predominantly on a cost per thousand impressions, or CPM, basis.
−Removed: Our Experiences & Dining segment includes revenue generated from the following sources:
−Removed: We provide information and services that allow travelers to research and book tours, activities and attractions (the “experience”) in popular travel destinations in our Viator online marketplace.
−Removed: We also power experience booking capabilities to travelers on third-party distribution partner websites and mobile apps, including some of the world’s top airlines, hotel chains, and online and offline travel agencies, including on the Tripadvisor websites and mobile apps.
−Removed: We work with local experience operators (the “operator”) to provide travelers the ability to book tours, activities and attractions in destinations worldwide.
−Removed: In these transactions we act as the merchant of record and generate commissions for each booking transaction we facilitate through our online reservation system.
−Removed: We also earn commissions from third-party merchant partners, who display and promote on their websites the experiences available on our platform to travelers which generate bookings, in transactions where we are not the merchant of record.
−Removed: For the vast majority of experience bookings, we collect the full amount charged to the traveler at the time of booking and remit the operator’s portion after the booked experience occurs, which contributes to positive working capital before the traveler completes the experience.
−Removed: We provide information and services for consumers to research and book restaurant reservations in popular travel destinations through our dedicated online restaurant reservations offering, TheFork, and on our Tripadvisor-branded websites and mobile apps.
−Removed: We primarily generate transaction fees (or per seated diner fees) that are paid by our restaurant customers for diners seated through TheFork’s online reservation system.
−Removed: We also offer B2B services and generate subscription fees for subscription-based advertising to restaurants, access to certain online reservation management services, marketing analytic tools, and menu syndication services provided by TheFork and Tripadvisor.
−Removed: In addition, we also offer restaurant partners the opportunity to advertise and promote their business through restaurant media advertising placements on our Tripadvisor websites and mobile apps generally on a CPC rate basis.
−Removed: We also offer travelers Rentals, Flights & Car, and Cruise solutions on our platform which complement our end-to-end travel experience.
−Removed: Revenue generated through these offerings are combined in Other which is not considered a reportable segment.
−Removed: Our Rentals offering provides information and services that allow travelers to research and book vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and cottages.
−Removed: Rentals primarily generates revenue, a commission from both the traveler and the property owner, by offering individual property owners and property managers the ability to list their rental properties on our platform thereby connecting with travelers primarily through a free-to-list commission-based option.
−Removed: We generally collect payment from the traveler at the time of booking, representing the amount due to the property owner or manager, as well as our commission.
−Removed: These properties are listed on www.flipkey.com, www.holidaylettings.co.uk, www.housetrip.com, www.niumba.com, www.vacationhomerentals.com, and on our Tripadvisor-branded websites and mobile apps.
−Removed: In addition, we generate revenue from Flights, Cruise, and Car offerings on our platform, which primarily consists of click-based advertising and display-based advertising revenue, similar to our Hotels, Media & Platform segment.
−Removed: For further information regarding our segments, including the principal revenue streams within these segments and timing of revenue recognition and cashflows, refer to “Note 4:
−Removed: Revenue Recognition ”
−Removed: and “Note 20:
−Removed: Segment and Geographic Information ”
−Removed: in the notes to our consolidated financial statements in Item 8 on this Annual Report on Form 10-K.
−Removed: Consumers’
−Removed: travel expenditures have historically followed a seasonal pattern.
−Removed: Correspondingly, travel partners’
−Removed: advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern.
−Removed: Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points .
−Removed: During the first half of the year, experiences and rentals bookings typically exceed the amount of completed experiences and rental
−Removed: stays, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative .
−Removed: However, as discussed in Part II, Item 7.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations ”
−Removed: and “Note 1:
−Removed: Organization and Business Description ”
−Removed: in the notes to our consolidated financial statements in Item 8 on this Annual Report on Form 10-K, o ther factors may also impact typical seasonal fluctuations, which include further significant shifts in our business mix or adverse economic conditions that could result in future seasonal patterns that are different from historical trends.
−Removed: For example, due to the impact of COVID-19 on our business, we did not experience our typical seasonal pattern for revenue and operating profits during the year ended December 31, 2020.
−Removed: COVID-19 contributed significantly to unfavorable working capital trends and material negative operating cash flow during the year ended December 31, 2020, most notably occurring during the first half of 2020, when we typically generate significant positive cash flow.
−Removed: Although consumer travel demand, traveler hotel and rental stays, and travel activities and experiences taken generally remain materially lower than historic levels, these trends improved during 2021, resulting in increased revenues, and working capital and operating cash flow more akin to typical historical seasonality trends .
−Removed: However, it is difficult to predict the seasonality for 2022, given the sustained uncertainty related to the continued economic and travel impact of the COVID-19 pandemic, and the ultimate shape and timing of a recovery in our key markets.
−Removed: In addition, significant shifts in our business mix or adverse economic conditions could result in future seasonal patterns that are different from historical trends.
−Removed: Our Long-Term Growth Strategy
−Removed: The global travel market (which excludes dining) is expected to reach $1.4 trillion of bookings in 2022, according to Phocuswright, an independent travel, tourism and hospitality research firm.
−Removed: Given we have the world’s largest travel audience, we believe that Tripadvisor’s influence in the travel ecosystem remains significant.
−Removed: Our long-term growth strategy aims to increase consumer engagement on our platform and drive profitable growth through:
−Removed: offering products that delight travelers by reducing friction throughout the travel planning and trip-taking journey;
−Removed: driving consumer loyalty to our platform through user experience and by offering products and services that increase engagement with our platform and result in membership growth, new and repeat bookings, mobile app engagement and repeat usage;
−Removed: driving traveler and diner engagement, bookings, and loyalty on our branded platforms by offering industry-leading choices for online bookable experiences and restaurants in top destinations worldwide;
−Removed: deepening travel partner engagement on our platform by expanding the number of products and services we offer;
−Removed: leveraging our platform’s brand and scale and our unique attributes to expand and grow our offerings such as hotel and restaurant B2B solutions, direct-to-consumer products and services where consumers pay us on a per trip planned or an annual subscription basis and click-based and display-based media advertising.
−Removed: We expect to enable our growth through investment in:
−Removed: organic investment in marketing and technology (e.g., machine learning) to further improve the experiences we can deliver to consumers and travel partners on our platform;
−Removed: inorganically by opportunistically pursuing strategic acquisitions.
−Removed: Marketing and Competition
−Removed: Tripadvisor and its partners compete with other companies across numerous verticals within an attractive and rapidly evolving travel industry.
−Removed: In our daily operations, we compete to attract premier travel community-powered
−Removed: content (reviews, photos and other forms of engagement), traffic, advertising dollars and, more generally, the purchasing power of high-intent and highly-valuable consumers seeking to book vacations and spend.
−Removed: Since our travel review content and those of our competitors are typically free, we differentiate based on the awareness and trust travelers and diners place in our brands, the quality and nature of our consumer and B2B product offerings and through the choices available through our online travel search and price comparison services (or metasearch).
−Removed: As such, we invest in improving our consumer experience and expanding travel review content (the core offering within our value proposition), the growth of business listings on our platform that provide choice and the diverse range of bookable experiences we provide travelers during their vacations that create lasting memories.
−Removed: Knowing trust in our platform is paramount to our success and the virtues of our network effect, we also invest in leading the internet industry in our trust and safety initiatives, including providing transparency into our traveler review process and our efforts to combat misinformation and false reviews.
−Removed: We also invest to amplify our global brand and raise consumer awareness of, and engagement with, our end-to-end product offerings.
−Removed: With hundreds of millions of visitors to our platform each year, we leverage a number of cost effective online and offline marketing channels to reach travelers and diners, including our own platform channels (i.e.
−Removed: websites and app), online search engines (primarily Google), social media, email, media via public relations, partnerships, and content distribution.
−Removed: The relative success of our marketing strategy is measurable on these channels, and can be influenced by changes that we and our travel partners and competitors make to our respective products and marketing strategies.
−Removed: We allocate resources among the different marketing channels based on our internal return on investment measures.
−Removed: We compete globally with both online and offline, established and emerging, providers of travel, hospitality, lodging, experiences (bookable tours, activities, and attractions), and restaurant reservation and related services.
−Removed: The markets for the services we offer are intensely competitive, and current and new competitors can launch new services at a relatively low cost.
−Removed: We also compete with different types of companies in the various markets and geographies where we operate, including large and small companies in the travel space as well as broader service providers.
−Removed: More specifically:
−Removed: In our Hotels, Media & Platform segment, we compete, and in some cases partner, with the following businesses:
−Removed: o OTAs (including Expedia Group, Inc., or “Expedia,”
−Removed: Booking Holdings, Inc., or “Booking,”
−Removed: and their respective subsidiaries and operating companies, and Airbnb);
−Removed: o hotel metasearch providers (including trivago (a majority-owned subsidiary of Expedia), Kayak and HotelsCombined (subsidiaries of Booking) and Trip.com Group Limited);
−Removed: o large online search, social media, and marketplace platforms and companies (including Google, Facebook, Microsoft’s Bing, Yahoo, Baidu, and Alibaba);
−Removed: o traditional offline travel agencies;
−Removed: o global hotel chains seeking to promote direct bookings.
−Removed: As endemic and non-endemic (non-travel) advertisers seek to diversify their display-based advertising spend beyond platforms such as Google and Facebook and their related properties (Instagram and YouTube);
−Removed: Tripadvisor competes with these and other internet media channels for advertising spend, such as Twitter, Pinterest and Snap Media, in addition to fast growing advertising businesses, such as ad-supported retail and entertainment platforms like Amazon, Spotify, and Walmart.com.
−Removed: We also compete with offerings in our Experiences & Dining segment.
−Removed: Experiences competes with online travel agencies (such as Airbnb, Booking and Expedia), search engines (such as Google), other pure-play experience OTAs (such as GetYourGuide, Peek and Klook), traditional travel agencies and online travel service providers and wholesalers, among others.
−Removed: Our Dining offering competes with other online restaurant reservation services, such as Google and OpenTable (a subsidiary of Booking).
+Added: We offer endemic and non-endemic advertisers unique opportunities to promote their brands primarily through display-based advertising placements across our brands on our platform.
+Added: Our advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination marketing organizations (“DMOs”), OTAs, and other travel related businesses.
+Added: Display-based advertising placements are predominantly sold on a cost per thousand impressions (“CPM”) basis.
+Added: Tripadvisor Experiences and Dining Revenue.
+Added: We merchandise, on the Tripadvisor platform, bookable experiences available on Viator and bookable dining reservations available on TheFork and earn affiliate marketing commission revenue on bookings that are driven by our platform, which are fulfilled by Viator and TheFork, respectively.
+Added: These transactions generate intercompany (intersegment) revenue which is eliminated on a consolidated basis.
+Added: The nature and economics of these transactions are consistent with the Viator segment and TheFork segment, as described below.
+Added: We provide additional B2B offerings to restaurant partners that deliver other unique opportunities to further promote, advertise, and operate their businesses as well as merchandise their businesses on our platform.
+Added: These offerings can be subscription-based, with payments determined by a contractual fee and time duration, or CPC-based advertising services through restaurant sponsored placements on our platform.
+Added: Other Revenue.
+Added: We provide travelers additional offerings across various other travel categories, including alternative accommodations (e.g., short-term vacation rentals), cruises, flights, and rental cars.
+Added: We provide these offerings across a collection of brands that complement and reinforce our segment strategy of providing differentiated guidance that helps travelers reduce friction and make better decisions.
+Added: Our alternative accommodation rentals platform (formerly referred to as vacation rentals) is a two-way marketplace that connect travelers with owners and operators of short-term rental properties, generating commission revenue from both the traveler and the property owner for each booking we facilitate across our branded platforms.
+Added: Our cruise, flight, and rental cars offerings generate revenue primarily through click-based and display-based advertising, as described above.
+Added: Our Viator segment offers travelers a comprehensive online marketplace that provides access to over 300,000 experiences and over 50,000 experience operators.
+Added: These experiences are instantly bookable online in over 190 countries.
+Added: Our business model relies on the success of travelers and operators who join our marketplace and generate consistent bookings over time.
+Added: As operators become more successful on our platform and as travelers return over time, we benefit from the recurring activity on our marketplace.
+Added: We generate revenue through commissions for each booking transaction we facilitate directly and indirectly through our platform.
+Added: Through Viator, we power traveler experience bookings on behalf of third-party distribution partner websites, including the Tripadvisor platform as well as many of the world’s major OTAs, airlines, hotels, online and offline travel agencies, and other prominent content and eCommerce brands.
+Added: For the majority of experience bookings, we collect the full amount charged to the traveler at the time of booking and remit the operator’s portion after the booked experience occurs, which contributes to positive working capital before the traveler completes the experience.
+Added: TheFork segment offers travelers and diners a comprehensive online marketplace that provides access to more than 55,000 restaurants to discover and book reservations in 12 countries across the UK, western and central Europe, and Australia.
+Added: We primarily generate revenue for each booking reservation we facilitate on our platform, calculated on a per seated diner fee basis and paid for by the restaurant partner.
+Added: We also generate revenue on a subscription basis from restaurant partners by providing, for a fee, access to premium online reservation booking software and related services offerings to help them more effectively and efficiently manage their business.
+Added: Consumers' travel expenditures have historically followed a seasonal pattern.
+Added: Correspondingly, travel partner advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern.
+Added: Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points.
+Added: In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative .
+Added: Certain factors may impact our typical seasonal fluctuations, which may include any significant shifts in our business mix or adverse economic conditions that could result in future seasonal patterns that are different from historical trends.
+Added: For example, the negative impact to our business from COVID-19 materially affected our historical trends at varying levels during t he years ended December 31, 2021 and 2020, while these trends significantly improved during t he year ended December 31, 2022, resulting in increased revenues, and working capital and operating cash flow more akin to typical historical seasonality trends.
+Added: We have established world-renowned, widely used, and recognized brands through the innovative and efficient implementation of marketing and promotional campaigns.
+Added: Particularly, we believe we have been successful with the strategic use of a number of cost effective online and offline marketing channels to reach travelers and diners, including our own platform channels (i.e., websites and apps), online search engines (primarily Google), social media, email, media via public relations, partnerships, and content distribution.
+Added: Our omni-channel marketing
+Added: programs are intended to showcase the value of our industry-leading travel brands;
+Added: increase user traffic;
+Added: efficiently drive transactions and engagement;
+Added: optimize ongoing traveler acquisition costs;
+Added: and strategically position our brands in relation to one another as we continue to differentiate our offering versus those of our competitors.
+Added: Our sustained scale and profitability depend on our continued ability to cost effectively maintain and increase the overall number of users engaged on our platforms and their subsequent transactions.
+Added: We continue to focus on our ability to attract and engage new and repeat users and encourage users to directly visit our websites and apps.
+Added: We have the ability to manage our marketing investments across our portfolio of brands to optimize results for the Company.
+Added: Our relative flexibility enables us to make decisions on a brand-by-brand, market-by-market, travel segment and customer basis that we think are appropriate based on the relative growth opportunity, the expected returns and the competitive environment.
+Added: We operate in a very competitive set of market environments that constantly evolve and change.
+Added: Some of our current and potential competitors, listed below, have significantly more customers, data, and financial and other resources than we do, and may be able to leverage those strengths to compete more aggressively with us.
+Added: Across our three segments, we primarily compete, and in some cases partner, with the following businesses:
+Added: General OTAs, such as Expedia, Booking Holdings, Airbnb, traveloka, Despegar, Trip.com, and their respective subsidiaries and operating companies;
+Added: Experiences OTAs, such as GetYourGuide, Klook, and TUI Musement;
+Added: Hotel metasearch providers, such as trivago, Kayak and HotelsCombined;
+Added: Online search, social media, and marketplace platforms for advertising spend, such as Google, Facebook, Twitter, Pinterest, and Snap;
+Added: Global and regional travel, experiences, and restaurant brands seeking to promote direct bookings;
+Added: Emerging online advertising businesses, such as ad-supported retail and entertainment platforms like Amazon, Spotify, and Walmart;
+Added: Traditional offline travel agencies;
+Added: Global and regional restaurant technology providers for reservation management and related services, such as OpenTable, Resy, and Tock.
Commercial Relationships
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As a result, we seek to ensure the mutual success of these relationships.
−Removed: For the years ended December 31, 2021, 2020 and 2019 our two most significant travel partners were Expedia and Booking, each of which accounted for 10% or more of our consolidated revenue and together accounted for approximately 34%, 25% and 33% of our consolidated revenue, respectively.
−Removed: Nearly all of this concentration of revenue is recorded in the Tripadvisor-branded Hotels revenue line within our Hotels, Media & Platform segment for these reporting periods.
−Removed: Additionally, our business is dependent on relationships with third-party service operators that we rely on to fulfill service obligations to our customers where the Company is the merchant of record, such as our experience providers and vacation rental owners.
−Removed: However, no one operator’s inventory resulted in more than 10% of our revenue on a consolidated basis in any period presented.
+Added: For the years ended December 31, 2022, 2021 and 2020, our two most significant travel partners were Expedia (and its subsidiaries) and Booking (and its subsidiaries), each of which accounted for 10% or more of our consolidated revenue and together accounted for approximately 35%, 34% and 25% of our consolidated revenue, respectively.
+Added: Nearly all of this concentration of revenue is recorded in our Tripadvisor Core segment during these reporting periods.
+Added: Additionally, our business is dependent on relationships with third-party service operators that we rely on to fulfill service obligations to our customers where we are the merchant of record, such as our experience providers and vacation rental owners.
+Added: However, no single operator’s inventory resulted in more than 10% of our revenue on a consolidated basis or at a reportable segment level in any period presented.
Operations and Technology
−Removed: We have assembled a team of highly skilled software engineers, computer scientists, data scientists, network engineers and systems engineers whose expertise spans a broad range of technical areas, including a wide variety of open source operating systems, databases, languages, analytics, networking, scalable web architecture, operations and warehousing technologies.
+Added: We have assembled a team of highly skilled software engineers, computer scientists, data scientists, network engineers and systems engineers whose expertise spans a broad range of technical areas, including a wide variety of open source operating systems, databases, languages, analytics, networking, scalable web architecture, operations
+Added: and warehousing technologies.
We make significant investments in product and feature development, data management, personalization technologies, scalable infrastructures, networking, data warehousing, and search engine technologies.
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Our infrastructure installations have multiple communication links as well as continuous monitoring and engineering support.
−Removed: The colocation facility is protected with both network-level and application-level defenses, using well known commercial solutions specifically tailored for such purposes.
+Added: The co-location facility is protected with both network-level and application-level defenses, using well known commercial solutions specifically tailored for such purposes.
We make use of Amazon Web Services availability zones to provide redundancy for the cloud portions of our infrastructure.
−Removed: Substantially all of our software components, data, and content are replicated in multiple datacenters and development centers, as well as backed up at offsite locations.
−Removed: Our systems are monitored and protected though multiple layers of security.
−Removed: Several of our individual subsidiaries and businesses have their own data infrastructure and technology teams.
+Added: Substantially all of our software components, data, and content are replicated in multiple data centers and development centers, as well as backed up at offsite locations.
+Added: Our systems are monitored and protected through multiple layers of security.
+Added: Several of our individual subsidiaries and businesses have their own technology teams to support business growth while leveraging common assets, tools and processes for scale across the group.
Intellectual Property
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We have considered, and will continue to consider, the appropriateness of filing for patents to protect future inventions, as circumstances may warrant.
−Removed: However, many patents protect only specific inventions and there can be
−Removed: no assurance that others may not create new products or methods that achieve similar results without infringing upon patents owned by us.
+Added: However, many patents protect only specific inventions and there can be no assurance that others may not create new products or methods that achieve similar results without infringing upon patents owned by us.
In connection with our copyrightable content, we post and institute procedures under the U.S.
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Any such litigation, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could materially harm our business.
−Removed: We are subject to a number of laws and regulations that affect companies conducting business on the internet as well as some relating to the travel industry, the vacation rental industry and the provision of travel services.
+Added: We are subject to a number of laws and regulations that affect companies conducting business on the internet as well as some relating to the travel industry, the provision of travel services and the vacation rental industry.
As we continue to expand the reach of our brands into additional international markets and expand our product offerings, we are increasingly subject to additional laws and regulations.
−Removed: This includes laws and regulations regarding privacy and data protection, libel and defamation, content, intellectual property, distribution, electronic contracts and other communications, consumer protection, taxation, online payment services and competition, among others.
+Added: This includes laws and regulations
+Added: regarding privacy and data protection, libel and defamation, content, intellectual property, distribution, electronic contracts and other communications, consumer protection, taxation, online payment services and competition, among others.
These laws and regulations are constantly evolving and can be subject to significant change.
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For example, the E.U., in May 2018, adopted the General Data Protection Regulation, or GDPR, which requires companies, including ours, to meet enhanced requirements regarding the handling and storage of personal data.
−Removed: In addition, the State of California adopted the Consumer Privacy Protection Act which became effective January 1, 2020 and also enhances privacy rights and consumer protection for residents of California.
−Removed: In addition, similar laws have been adopted or are currently under discussion in other jurisdictions.
+Added: In January 2020, the State of California adopted the Consumer Privacy Protection Act which also enhances privacy rights and consumer protection for residents of California.
+Added: In addition, several U.S.
+Added: states have adopted similar laws or are currently evaluating their own laws and regulations.
The enactment, interpretation and application of these laws is still in a state of flux.
−Removed: Also, on June 23, 2016, the U.K.
−Removed: passed a referendum to exit the E.U., known as Brexit, and the U.K.
−Removed: ceased to be a member of the EU on January 31, 2020.
−Removed: On December 24, 2020, the U.K.
−Removed: finalized the terms of the departure.
−Removed: While there continues to be some uncertainty around U.K.
−Removed: relations, we do not expect Brexit will have a material impact on our business and results of operations;
−Removed: however, we will likely face new regulations and additional hiring costs, as well as hiring limitations from candidates outside of the U.K.
Compliance with these laws, rules and regulations has not had, and is not expected to have, a material effect on our business, results of operations and financial condition.
−Removed: However, certain laws and regulations have not historically been applied in the context of online travel companies, so there can be uncertainty regarding how these requirements may relate to our business in the future.
+Added: However, there are, and will likely continue to be, an increasing number of laws and regulations pertaining to the internet and online commerce and/or information retrieved from or transmitted over the internet, online editorial and user-generated content, user privacy, behavioral targeting and online advertising, liability for third-party activities.
+Added: Likewise, the SEC, Department of Justice (“DOJ”) and Office of Foreign Assets Controls (“OFAC”), as well as foreign regulatory authorities, have continued to increase the enforcement of economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws, across industries.
+Added: As regulations continue to evolve and regulatory oversight continues to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities.
Corporate History, Equity Ownership and Voting Control
−Removed: Tripadvisor was co-founded in February 2000 by Stephen Kaufer, our current Chief Executive Officer and President.
+Added: Tripadvisor was founded in February 2000.
In April 2004, Tripadvisor was acquired by IAC/InterActiveCorp, or IAC.
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We refer to this transaction as the “Liberty Spin-Off”.
−Removed: As a result of the Liberty Spin-Off, effective August 27, 2014, LTRIP became a separate, publicly traded company holding 100% of Liberty’s interest in Tripadvisor.
−Removed: As a result of these transactions, and as of December 31, 2021, LTRIP beneficially owned approximately 16.4 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute approximately 13% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock.
−Removed: Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own approximately 21% of the outstanding common stock.
−Removed: Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially own equity securities representing nearly 57% of our voting power.
+Added: As a result of the Liberty
+Added: Spin-Off, effective August 27, 2014, LTRIP became a separate, publicly traded company holding 100% of Liberty’s interest in Tripadvisor.
+Added: As a result of these transactions, and as of December 31, 2022, LTRIP beneficially owned approximately 16.4 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute nearly 13% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock.
+Added: Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own nearly 21% of the outstanding common stock.
+Added: Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially own equity securities representing approximately 56% of our voting power.
Human Capital Management, Culture and Employees
−Removed: As of December 31, 2021, the Company had 2,691 employees.
−Removed: Our number of employees increased approximately 4% when compared to the same period in 2020.
−Removed: Approximat ely 50%, 35%, and 15% of th e Company’s current employees are based in Europe, the U.S., and the rest of world, respectively.
+Added: As of December 31, 2022, the Company had approximately 3,100 employees.
+Added: Approximately 55%, 35%, and 10% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively.
Additionally, we use independent contractors to supplement our workforce.
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We support inclusion through training on topics including Unconscious Bias and Inclusive Leadership.
−Removed: We also support a network of active Employee Resource Groups (ERGs) reflecting many dimensions of diversity across the Company.
+Added: We also support a network of active Employee Resource Groups reflecting many dimensions of diversity across the Company.
Total Rewards
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We continuously refine, develop and implement proactive health care strategies and solutions that allow us to enhance employee health and well-being while curbing costs.
−Removed: Refer to “Note 14:
−Removed: Employee Benefit Plans ”
−Removed: and “Note 15:
−Removed: Stock Based Awards and Other Equity Instruments ”
−Removed: in the notes to the consolidated financial statements in Item 8 on this Annual Report on Form 10-K for further information on our 401(k) Plan, our equity award plan and other employee benefit plans.
Health and Safety
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We conduct regular self-assessments and audits to ensure compliance with our health and safety guidelines and regulatory requirements.
−Removed: The COVID-19 pandemic has underscored for us the importance of keeping our employees safe and healthy.
−Removed: In response to the pandemic, the Company has taken actions aligned with the World Health Organization and the Centers for Disease Control and Prevention to protect its workforce so they can more safely and effectively perform their work, including, but not limited to:
−Removed: Adding work from home flexibility;
−Removed: Increasing cleaning protocols across all locations;
−Removed: Initiating regular communication regarding impacts of the COVID-19 pandemic, including health and safety protocols and procedures;
−Removed: Prohibiting all domestic and international non-essential business travel for all employees;
−Removed: Requiring masks to be worn in all locations where required by local law.
Additional Information
We maintain a corporate website at ir.tripadvisor.com.
−Removed: Except as explicitly noted, the information on our website, as well as the websites of our various brands and businesses, is not incorporated by reference in this Annual Report on Form 10-K, or in any other filings with, or in any information furnished or submitted to, the SEC.
+Added: Except as explicitly noted, the information on our website, as well as the websites of our various brands, is not incorporated by reference in this Annual Report on Form 10-K, or in any other filings with, or in any information furnished or submitted to, the SEC.
On our Investor Relations website ( http://ir.tripadvisor.com/investor-relations ), we provide our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports free of charge.
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If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially and adversely affected.
−Removed: Risk Factors Summary
−Removed: The following is a summary list of the principal risks that make an investment in our securities speculative or risky.
−Removed: For additional information, please refer to the detailed descriptions following the summary.
−Removed: Declines or disruptions in the worldwide travel industry, including health concerns, natural disasters, terrorist attacks, civil or political unrest or other events outside our control;
−Removed: Our performance marketing efficiency and the general effectiveness of our advertising and marketing efforts;
−Removed: Any change by our search and meta-search partners in how they present travel search results or conduct their auctions for search placement in a manner that is competitively disadvantageous to us;
−Removed: Our ability to adjust to consumer adoption of mobile devices and/or new technologies and product offerings;
−Removed: Our ability to attract and retain qualified personnel;
−Removed: Our ability to successfully manage growth and expand our global business;
−Removed: Our ability to respond to and keep up with the rapid pace of technological and market changes;
−Removed: IT systems-related failures or security breaches and data privacy risks and obligations;
−Removed: Tax, legal and regulatory risks;
−Removed: Risks associated with the facilitation of payments from consumers, including fraud and compliance with evolving rules and regulations and reliance on third parties;
−Removed: Fluctuations in foreign currency exchange rates and other risks associated with doing business in multiple currencies and jurisdictions;
−Removed: Success of strategic initiatives, investments and acquisitions, including integration;
−Removed: Financial risks including increased debt levels and stock price volatility.
Risks Related to Our Business and Industry
−Removed: The COVID-19 pandemic has had, and is expected to continue to have, a material impact on the travel industry, our company and our financial performance.
−Removed: The COVID-19 pandemic has caused material declines in demand within the travel, hospitality, restaurant and leisure industry that has dampened consumer demand for our products and services and has adversely and materially affected our business and financial performance.
−Removed: The extent and duration of the impact of the pandemic on our business and financial performance is highly uncertain and difficult to predict, as the duration and severity of the pandemic is uncertain and cannot be predicted.
−Removed: While many countries are in the process of vaccinating their residents against COVID-19, the large scale and challenging logistics of distributing the vaccines, adoption rates, as well as uncertainty over the efficacy of the vaccine against new variants of the virus may contribute to delays in economic recovery, particularly for the travel industry.
−Removed: Given the unpredictable and unprecedented nature of the ongoing COVID-19 pandemic, it is difficult to estimate with accuracy the short and long-term impact to our future financial performance, but we expect the COVID-19 pandemic and its effects to continue to have a significant adverse impact on our business and financial performance for the foreseeable future .
−Removed: Further, in response to the COVID-19 pandemic, much of our work force began working remotely and continue to work remotely.
−Removed: While many of our employees are accustomed to working remotely or working with other remote employees, much of our workforce has historically not been remote.
−Removed: Working remotely can give rise to cybersecurity issues, training and compliance issues, or create operational or other challenges as we adjust to a fully-remote workforce, any of which could harm our business.
−Removed: Declines or disruptions in the travel industry have had a material adverse impact on the Company’s business and financial performance.
+Added: Weak economic conditions, including those that cause declines or disruptions in the travel industry or reduce consumer discretionary spending have had a material adverse impact on the Company’s business and financial performance.
Our business and financial performance are affected by the health of the worldwide travel industry.
−Removed: As noted above, we expect that COVID-19 will continue to materially adversely impact our business into 2022.
−Removed: Other events beyond our control, such as unusual or extreme weather or natural disasters, travel-related health concerns, restrictions related to travel, trade or immigration policies, wars, sources of political uncertainty, foreign policy changes, regional hostilities, imposition of taxes or surcharges by regulatory authorities, labor unrest or travel-related accidents can disrupt travel globally or otherwise result in declines in travel demand.
+Added: Events beyond our control, such as pandemics, unusual or extreme weather or natural disasters (whether caused by climate change or otherwise), travel-related health concerns, restrictions related to travel, trade or immigration policies, wars, sources of political uncertainty, foreign policy changes, regional hostilities, imposition
+Added: of taxes or surcharges by regulatory authorities, labor unrest or travel-related accidents, can disrupt travel globally or otherwise result in declines in travel demand.
+Added: For example, the COVID-19 pandemic caused significant disruption in the travel industry and resulted in a material adverse impact on our business.
In addition, the uncertainty of macro-economic factors and their impact on consumer behavior makes it more difficult to forecast industry and consumer trends, which in turn could adversely affect our ability to effectively manage our business.
Our financial performance is also subject to global economic conditions and their impact on levels of discretionary consumer spending.
−Removed: Sales of travel services tend to decline or grow more slowly during economic downturns when consumers engage in less discretionary spending, are concerned about unemployment or economic weakness, have reduced access to credit or experience other concerns that reduce their ability or willingness to travel.
−Removed: Leisure travel, in particular, which accounts for a substantial majority of our current business, is dependent on discretionary consumer spending levels .
+Added: Sales of travel services tend to decline or grow more slowly during economic downturns and times of inflation when consumers engage in less discretionary spending, are concerned about unemployment or economic weakness, have reduced access to credit or experience other concerns that reduce their ability or willingness to travel.
+Added: Leisure travel, which accounts for a substantial majority of our current business, is particularly dependent on discretionary consumer spending levels .
If we are unable to continue to attract a significant amount of visitors to our platform, to cost-effectively convert these visitors into revenue-generating customers and to continue to engage consumers, our business and financial performance could be harmed.
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A search engine could alter its search algorithms or results causing our websites to place lower in search query results.
−Removed: For example, Google, a significant source of traffic to our platform, frequently promotes its own competing products in its search results, which has
−Removed: negatively impacted placement of references to our company and our platform on the SERP.
+Added: For example, Google, a significant source of traffic to our platform, frequently promotes its own competing products in its search results, which has negatively impacted placement of references to our company and our platform on the SERP.
If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites or those of our travel partners, or if competitive dynamics impact the cost or effectiveness of Search Engine Optimization (“SEO”) or Search Engine Marketing (“SEM”) in a negative manner, our business and financial performance would be adversely affected.
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We rely on a relatively small number of significant travel partners and any reduction in spending by or loss of these partners could seriously harm our business.
−Removed: For the year ended December 31, 2021, our two most significant travel partners, Expedia and Booking (and their subsidiaries), accounted for a combined 34% of total revenue.
+Added: For the year ended December 31, 2022, our two most significant travel partners, Expedia and Booking (and their subsidiaries), accounted for a combined 35% of total revenue, with most of this revenue recorded within our Tripadvisor Core segment.
If any of our significant travel partners were to cease or significantly curtail advertising on our platform, we could experience a rapid decline in our revenue over a relatively short period of time which would have a material impact on our business.
−Removed: Our business depends on strong brands and any failure to maintain, protect or enhance our brands could hurt our ability to retain and expand our base of consumers and partners, the frequency with which consumers utilize our products and services and our ability to attract travel partners.
−Removed: Our ability to maintain and protect our brands depends, in part, on our ability to maintain consumer trust in our products and services and in the quality, integrity, reliability of usefulness of the content and other information found on our platform.
+Added: Our business depends on strong brands and any failure to maintain, protect or enhance our brands could hurt our ability to retain and expand our base of consumers and partners, the frequency with which consumers utilize our products and services and our ability to attract partners.
+Added: Our ability to maintain and protect our brands depends, in part, on our ability to maintain consumer trust in our products and services and in the quality, integrity, reliability and usefulness of the content and other information found on our platform.
If consumers do not view the content on our platform to be useful and reliable, they may seek other sources to obtain the information they are looking for and may not return to our platform as often or at all.
−Removed: We dedicate significant resources to
−Removed: protecting the quality of our content, primarily through our content guidelines, computer algorithms and human moderators that are focused on identifying and removing inappropriate, unreliable or deceptive content.
+Added: We dedicate significant resources to protecting the quality of our content, primarily through our content guidelines, computer algorithms and human moderators that are focused on identifying and removing inappropriate, unreliable or deceptive content.
Media, legal, or regulatory scrutiny of our user content, advertising practices, and other issues may adversely affect our reputation and brand.
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Regulatory inquiries or investigations require management time and attention and could result in further negative publicity, regardless of their merits or ultimate outcomes.
−Removed: In addition, unfavorable publicity regarding, for example, our practices relating to privacy and data protection could adversely affect our reputation with our consumers and our travel partners.
+Added: In addition, unfavorable publicity regarding, for example, our practices relating to privacy and data protection could adversely affect our reputation with our consumers and our partners.
Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our user base and result in decreased revenue.
−Removed: Consumer adoption and use of mobile devices creates new challenges.
−Removed: If we are unable to offer compelling products on such devices or continue to operate effectively on these platforms, our business may be adversely affected.
−Removed: Widespread adoption of mobile devices has driven substantial online traffic and commerce to mobile platforms and we anticipate that use of these devices will continue to grow.
+Added: If we are unable to offer compelling products and services on mobile devices or continue to operate effectively on these platforms, our business may be adversely affected.
+Added: Widespread adoption of mobile devices has driven substantial online traffic and commerce to mobile platforms.
Our platform, when utilized on mobile phone devices, have historically monetized at a significantly lower rate than desktops and advertising opportunities are more limited on these devices.
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For example, accommodation reservations made on a mobile device are generally for shorter lengths of stay and are not made as far in advance.
−Removed: We expect that the ways in which consumers engage with our platform will continue to change over time as consumers increasingly engage via alternative devices.
+Added: We expect that the ways in which consumers engage with our platform will continue to change as consumers increasingly engage via alternative devices.
It is important for us to develop and maintain effective platforms to drive adoption and user engagement by providing consumers with an appealing, easy-to-use experience.
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Our success will also depend on the interoperability of our products with a range of technologies, systems, networks and standards and our ability to create, maintain and develop relationships with key participants in related industries, some of which may be our competitors.
−Removed: For example, Google’s Android, and Apple’s iPhone are the leading smartphones in the world and our products need to synergistically function on their operating systems in order to create a positive user experience on those devices.
−Removed: Yet, Apple has announced privacy features that limit the amount of information we can access about our users operating on the Apple iPhone operating system.
+Added: For example, Apple’s iPhone and Google’s Android are the leading smartphones in the world and our products need to synergistically function on their operating systems in order to create a positive user experience on those devices.
+Added: Yet, Apple continues to announce and implement new privacy features that limit the amount of information we can access about our users operating on the Apple iPhone operating system.
We may not be successful in developing products that operate effectively with these technologies, systems, networks and standards or in creating, maintaining and developing relationships with key participants in related industries.
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Any continued or future declines or disruptions in the economy and industries in which we operate could adversely affect our businesses, financial performance and the market price of our common stock.
−Removed: Sales of travel services tend to decline or grow more slowly during economic downturns when consumers engage in less discretionary spending, are concerned about unemployment or economic weakness, have reduced access to credit or experience other concerns that reduce their ability or willingness to travel.
−Removed: The global economy may be adversely impacted by events beyond our control including actual or threatened terrorism, regional hostilities or instability, natural disasters, political instability and health concerns (including epidemics or pandemics), significant increases in energy costs, tightening of credit markets and declines in consumer confidence.
−Removed: The uncertainty of macro-economic factors and their impact on consumer behavior makes it more difficult to forecast industry and consumer
−Removed: trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business.
−Removed: Economic downturn and adverse market conditions may also negatively impact our travel partners, our travel partners’
+Added: Sales of travel and/or leisure products tend to decline or grow more slowly during economic downturns when consumers engage in less discretionary spending, are concerned about unemployment or economic weakness, have reduced access to credit or experience other concerns that reduce their ability or willingness to travel.
+Added: The uncertainty of macro-economic factors and their impact on consumer behavior makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business.
+Added: Economic downturn and adverse market conditions may also negatively impact our partners, our partners’
access to capital, cost of capital and ability to meet liquidity needs.
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The extent and duration of such impacts remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time.
+Added: The global economy may be adversely impacted by events beyond our control including actual or threatened terrorism, regional hostilities or instability, natural disasters, political instability and health concerns (including epidemics or pandemics), significant increases in energy costs, tightening of credit markets and declines in consumer confidence.
+Added: For example, the COVID-19 pandemic had a material impact on the travel industry, our company and our financial performance.
+Added: In addition, in response to the COVID-19 pandemic, much of our work force began working remotely and continue to work remotely.
+Added: Working remotely can give rise to cybersecurity issues, training and compliance issues, or create operational or other challenges as we adjust to a fully-remote workforce, any of which could harm our business.
We operate in a competitive global environment and our failure to compete effectively could reduce our market share and harm our financial performance.
−Removed: We compete with different types of companies in the various markets and geographies where we operate, including large and small companies in the travel space as well as broader service providers.
+Added: We compete with different types of companies in the various markets and geographies where we operate, including large and small companies in the travel and leisure space as well as broader service providers.
We face competition for content, consumers, advertisers, online travel search and price comparison services and online reservations.
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More specifically:
−Removed: In our Hotels, Media & Platform segment, we face competition from the following businesses:
−Removed: OTAs (including Expedia and Booking);
−Removed: hotel metasearch providers (including trivago, Kayak, HotelsCombined, and Trip.com);
−Removed: large online search, social media, and marketplace platforms and companies (including Google, Facebook, Bing, Yahoo, Baidu, Alibaba, and Airbnb);
−Removed: and traditional offline travel agencies;
−Removed: and global hotel chains seeking to promote direct bookings.
−Removed: We also face competition from different companies with respect to our Experiences & Dining segment.
−Removed: Our Experiences offering competes with online travel agencies, such as Airbnb, Booking, GetYourGuide, Peek and Klook;
−Removed: traditional travel agencies;
−Removed: online travel service providers;
−Removed: and wholesalers, among others.
−Removed: Our Dining offering competes with other online restaurant reservation services, such as Google and OpenTable.
+Added: General OTAs, such as Expedia, Booking Holdings, Airbnb, traveloka, Despegar, Trip.com, and their respective subsidiaries and operating companies;
+Added: Experiences OTAs, such as GetYourGuide, Klook, and TUI Musement;
+Added: Hotel metasearch providers, such as trivago, Kayak and HotelsCombined;
+Added: Online search, social media, and marketplace platforms for advertising spend, such as Google, Facebook, Twitter, Pinterest, and Snap;
+Added: Global and regional travel, experiences, and restaurant brands seeking to promote direct bookings;
+Added: Emerging online advertising businesses, such as ad-supported retail and entertainment platforms like Amazon, Spotify, and Walmart;
+Added: Traditional offline travel agencies;
+Added: Global and regional restaurant technology providers for reservation management and related services, such as OpenTable, Resy, and Tock.
There has been a proliferation of new channels through which service providers can offer accommodations, experiences and restaurant reservations.
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new authentication technologies, such as biometrics, distributed ledger and blockchain technologies;
−Removed: new and emerging payment methods, such as cryptocurrencies, Alipay, Paytm and WeChat Pay;
+Added: new and emerging payment methods, such as Alipay, Paytm and WeChat Pay;
artificial intelligence;
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and cloud technologies.
−Removed: The emergence of alternative or
−Removed: new devices and the emergence of niche competitors who may be able to optimize products, services or strategies for such platforms will require additional investment in technology.
+Added: The emergence of alternative or new devices and the emergence of niche competitors who may be able to optimize products, services or strategies for such platforms will require additional investment in technology.
New developments in other areas could also make it easier for competitors to enter our markets due to lower up-front technology costs.
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Our competitors are continually developing innovations in services and features.
−Removed: As a result, we are continually working to improve the user experience on our platform in order to engage our consumers and drive user traffic and conversion rates for our travel partners and provide our business partners with the tools they need to succeed.
+Added: As a result, we are continually working to improve the user experience on our platform in order to engage our consumers and drive user traffic and conversion rates for our partners and provide our business partners with the tools they need to succeed.
We have invested, and expect to continue to invest, significant resources in developing and marketing these innovations.
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We strive to create the best experience for our consumers.
−Removed: We believe that in doing so we will increase our traffic conversion (i.e., visitors converting into clicks and/or bookings), revenue and financial performance.
+Added: We believe that in doing so we will increase our traffic conversion (i.e., visitors converting into
+Added: clicks and/or bookings), revenue and financial performance.
We have taken actions in the past, and may continue to take actions in the future, that have the effect of reducing our short-term financial results if we believe the actions benefit the overall consumer experience.
−Removed: These decisions may not produce the long-term benefits we expect, new or enhanced products may fail to engage consumers and/or we may be unsuccessful in our efforts to monetize these initiatives, in which case our relationships with consumers and travel partners, and our business and financial performance could be harmed.
−Removed: We are dependent upon the quality of traffic in our network to provide value to our travel partners, and any failure in our ability to deliver quality traffic and/or the metrics to demonstrate the value of the traffic could have a material and adverse impact on the value of our platform to our travel partners and adversely affect our revenue.
−Removed: We use technology and processes to monitor the quality of the internet traffic that we deliver to our travel partners and have identified metrics to demonstrate the quality of that traffic and identify low quality clicks such as non-human processes, including robots, spiders, the mechanical automation of clicking and other types of invalid clicks or click fraud.
+Added: These decisions may not produce the long-term benefits we expect, new or enhanced products may fail to engage consumers and/or we may be unsuccessful in our efforts to monetize these initiatives, in which case our relationships with consumers and partners, and our business and financial performance could be harmed.
+Added: We are dependent upon the quality of traffic in our network to provide value to our partners, and any failure in our ability to deliver quality traffic and/or the metrics to demonstrate the value of the traffic could have a material and adverse impact on the value of our platform to our partners and adversely affect our revenue.
+Added: We use technology and processes to monitor the quality of the internet traffic that we deliver to our partners and have identified metrics to demonstrate the quality of that traffic and identify low quality clicks such as non-human processes, including robots, spiders, the mechanical automation of clicking and other types of invalid clicks or click fraud.
Even with such monitoring in place, there is a risk that a certain amount of low-quality traffic will be delivered to such online advertisers.
−Removed: Such low-quality or invalid traffic may be detrimental to our relationships with travel partners and could adversely affect our advertising pricing and revenue.
+Added: Such low-quality or invalid traffic may be detrimental to our relationships with partners and could adversely affect our advertising pricing and revenue.
We rely on assumptions and estimates and data to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
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Accordingly, investors should not place undue reliance on these metrics.
−Removed: We rely on the performance of highly skilled personnel and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel our business would be harmed.
−Removed: The contributions of key senior management and the contributions of software engineers and other technology professionals are critical to our overall management and the success of our business.
−Removed: We cannot ensure that we will be able to retain the services
−Removed: of our existing key personnel and the loss of one or more of our key personnel, without a suitable replacement, could seriously harm our business.
−Removed: We do not maintain any key person life insurance policies.
−Removed: Stephen Kaufer, our co-founder, Chief Executive Officer and President, is expected to step down from his position in 2022.
−Removed: While our Board has initiated an open search for Mr.
−Removed: Kaufer’s position, we have not yet named a successor.
−Removed: We cannot ensure that we will be able to find a suitable replacement for Mr.
−Removed: Kaufer on the expected timeline.
−Removed: Moreover, leadership transitions can be inherently difficult to manage, and an inadequate transition to a permanent successor may cause disruptions to our business due to, among other things, diverting management's attention or causing a deterioration in morale.
−Removed: Additionally, the ability of a new CEO to quickly expand their knowledge of our business plans, operations and strategies will be critical to their ability to make informed decisions about our strategy and operations.
−Removed: Further, if our new CEO formulates different or changed views, the future strategy and plans of the Company may differ materially from those of the past.
+Added: Our future success depends on the performance of our key employees and our ability to attract and retain senior management and highly skilled personnel.
+Added: In particular, we are highly dependent on the services of our leadership team for the development of and our execution on our vision and strategy.
+Added: In 2022, we made several changes to our senior management team, including those serving as our Chief Executive Officer and President and our Chief Financial Officer and adding several senior leaders.
+Added: Our future performance will depend, in part, on the successful integration of these new senior level executives into their roles.
+Added: If we do not successfully manage these additions, it could be viewed negatively by our investors, employees, and partners, and could have an adverse impact on our business and results of operations.
+Added: We also heavily rely on the continued service and performance of our senior management team, which provides leadership, contributes to the core areas of our business and helps us to efficiently execute on mission, vision and strategic initiatives.
+Added: If we are unable to retain members of our senior management team, including our executive leadership, we may not be able to manage our business effectively and, as a result, our business and operating results could be harmed.
+Added: If the senior management team fails to work together effectively and to execute our plans and strategies on a timely basis, then our business and future growth prospects could be harmed.
The success of our operations and the quality of our services are also highly dependent on our ability to attract and retain skilled personnel.
−Removed: During 2020, our headcount was reduced by nearly 1,600 employees.
−Removed: During 2021, we saw historic levels of attrition.
−Removed: This reduction in workforce and attrition results in the loss of institutional knowledge, relationships, or expertise for critical roles.
−Removed: This could also have a negative impact on employee morale and productivity, make it more difficult to retain valuable key employees, divert attention from operating our business, create personnel capacity constraints and hamper our ability to grow, develop innovative products and compete, any of which could impede our ability to operate or meet strategic objectives.
For employees, we compete with companies that have far greater financial resources than we do as well as companies that promise short-term growth opportunities and/or other benefits.
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Acquisitions, investments, significant commercial arrangements and/or new business strategies could present new challenges and risks and disrupt our ongoing business.
−Removed: We have acquired, invested in and/or entered into significant commercial arrangements with a number of businesses in the past and our future growth may depend, in part, on future acquisitions, investments, commercial arrangements and/or changes in business strategies.
+Added: We have acquired, invested in and/or entered into significant commercial arrangements with a number of businesses in the past and our future growth may
+Added: depend, in part, on future acquisitions, investments, commercial arrangements and/or changes in business strategies.
Such endeavors may involve significant risks and uncertainties, including, but not limited to, the following:
Costs incurred to identify, pursue and fund these endeavors that may or may not be successful and may limit other potential uses of cash;
−Removed: Amortization expenses related to acquired intangible assets and other adverse accounting consequences;
Diversion of management’s attention or other resources from our existing business;
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Entrance into markets in which we have no prior experience;
+Added: Amortization expenses related to acquired intangible assets and other adverse accounting consequences;
Adverse market reaction to the transaction.
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and these operations expose us to additional risks.
−Removed: Many regions have different economic conditions, languages, currencies, legislation, regulatory environments, levels of political stability, levels of consumer expectations, and use of the
−Removed: internet for commerce.
+Added: Many regions have different economic conditions, languages, currencies, legislation, regulatory environments, levels of political stability, levels of consumer expectations, and use of the internet for commerce.
We are subject to risks typical of global businesses, including, but not limited to, the following:
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If we are unsuccessful in expanding in existing and potentially new markets and effectively managing that expansion, our business and financial results could be adversely affected.
−Removed: We are regularly subject to claims, lawsuits, government investigations, and other proceedings which may result in adverse outcomes and, regardless of the outcome, result in legal costs, diversion of management resources, injunctions or damage awards, and other negative results.
+Added: We are regularly subject to claims, lawsuits, government investigations, and other proceedings which may result in adverse outcomes and, regardless of the outcome, result in legal costs, diversion of management
+Added: resources, injunctions or damage awards, and other negative results.
It is possible that a resolution of one or more such proceedings could result in substantial damages, fines or penalties that could adversely affect our business, financial results or financial position.
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Any of these consequences could adversely affect our business and financial results.
−Removed: A failure to comply with current laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business or financial results.
+Added: A failure to comply with existing or new laws, rules and regulations or changes to such laws, rules and regulations and other legal uncertainties may adversely affect our business or financial results.
Our business and financial results could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and regulations or the promulgation of new laws, rules and regulations applicable to us and our business, including, but not limited to, those relating to internet and online commerce, internet advertising, consumer protection, intermediary liability and data security and privacy.
These laws continue to evolve.
−Removed: For example, there is, and will likely continue to be, an increasing number of laws and regulations pertaining to internet and online commerce and liability for information retrieved from or transmitted over the internet.
−Removed: In addition, the growth and development of online commerce may prompt calls for more stringent consumer protection laws and more aggressive enforcement efforts, data privacy and industry-specific laws and regulations.
−Removed: Further, our Rentals business has been and continues to be subject to regulatory developments globally that affect the rental industry, such as (i) statutes or ordinances that prohibit or limit property owners and managers from renting certain properties on a short-term basis, (ii) fair housing or other laws governing whether and how properties may be rented, and (iii) homeowners, condominium and neighborhood associations adopting or considering adopting rules that prohibit or restrict property owners and managers from short-term rentals.
+Added: For example, there is, and will likely continue to be, an increasing number of laws and regulations pertaining to internet and online commerce and liability for information retrieved from or transmitted over the internet, online editorial and user-generated content, user privacy, behavioral targeting and online advertising and liability for third-party activities.
+Added: Likewise, the SEC, DOJ and OFAC, as well as foreign regulatory authorities, have continued to increase the enforcement of economic sanctions and trade regulations, anti-money laundering, and anti-corruption laws, across industries.
Operating in this dynamic regulatory environment requires significant management attention and financial resources.
+Added: As regulations continue to evolve and regulatory oversight continues to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable regulatory authorities.
The failure of our businesses to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies, regulatory authorities, courts and/or consumers, which, if material, could adversely affect our business and financial results.
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The standards for tracking and reporting on ESG matters and disclosure frameworks are relatively new, have not been harmonized, and continue to evolve.
−Removed: Ensuring there are systems and processes in place to comply with the various ESG tracking and reporting obligations will require management time and expense.
−Removed: As we look to respond to evolving standards for identifying, measuring, and reporting ESG metrics, our efforts may result in a significant increase in costs and may nevertheless not meet investor or other stakeholder expectations and evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our ability to attract or retain employees, our attractiveness as a service provider, investment, or business partner, or expose us to government enforcement actions, private litigation, and actions by stockholders or stakeholders.
+Added: Ensuring there are systems and processes in place to comply with the various ESG tracking and reporting obligations may require management time and expense.
+Added: As we look to respond to evolving standards for identifying, measuring, and reporting ESG metrics, our efforts may result in a significant increase in costs and may nonetheless not meet investor or other stakeholder expectations and evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our ability to attract or retain employees, our attractiveness as a service provider, investment, or business partner, or expose us to government enforcement actions, private litigation, and actions by stockholders or stakeholders.
Risks Related to Data Security and Privacy
−Removed: Our processing, storage and use of personal information and other data subjects us to additional laws and regulations and failure to comply with those laws and regulations could give rise to liabilities.
+Added: Our processing, storage and use of personal information and other data subjects us to additional laws and regulations.
+Added: Failure to comply with those laws and regulations could give rise to liabilities.
The security of data when engaging in electronic commerce is essential to maintaining consumer and service provider confidence in our services.
We are subject to a variety of laws in the U.S.
−Removed: and abroad regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information, the scope of which are changing, subject to differing
−Removed: interpretations, and may be inconsistent between countries or conflict with other existing laws.
+Added: and abroad regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other existing laws.
The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future.
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Implementing and complying with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise affect our operations.
−Removed: Any failure or perceived failure by us to comply with our privacy and information security policies, privacy-related obligations to consumers or other third parties, or privacy-related legal obligations, may result in litigation or governmental enforcement actions that could harm our reputation and cause our consumers and travel partners to lose trust in us, any of which could have an adverse effect on our business, brand, market share and financial results.
−Removed: We are subject to risks associated with processing credit card and other payment transactions and failure to manage those risks may subject us to fines, penalties and additional costs and could have a negative impact on our business.
−Removed: We accept payments from consumers and travel partners using a variety of methods, including credit, debit and invoicing.
−Removed: We are subject to regulations and compliance requirements, including obligations to implement enhanced authentication processes.
+Added: Any failure or perceived failure by us to comply with our privacy and information security policies, privacy-related obligations to consumers or other third parties, or privacy-related legal obligations, may result in litigation or governmental enforcement actions that could harm our reputation and cause our consumers and partners to lose trust in us, any of which could have an adverse effect on our business, brand, market share and financial results.
+Added: We are subject to risks associated with processing credit card and other payment transactions and failure to manage those risks may subject us to fines, penalties and/or additional costs and could have a negative impact on our business.
+Added: We accept payments from consumers and our business partners using a variety of methods, including credit, debit and invoicing.
+Added: We are susceptible to fraudulent activity and cybercrime generally and with respect to this payment facilitation activity.
We rely on third parties to provide certain payment methods and payment processing services and our business could be disrupted if these companies become unwilling or unable to provide these services to us.
+Added: We are subject to laws, regulations and compliance requirements relating to payments, international money transfers, privacy and information security and money laundering, including obligations to implement enhanced authentication processes.
We are also subject to payment card association operating rules, including data security rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply.
−Removed: We are also subject to a number of other laws and regulations relating to payments, money laundering, international money transfers and privacy and information security.
−Removed: These laws, regulations and/or requirements result in significant costs and, yet, we may still be susceptible to fraudulent activity or cyber-threats.
−Removed: If we fail to comply with these rules or requirements or if our data security systems are breached or compromised, we may be liable for card issuing banks’
−Removed: costs, subject to fines, penalties and higher transaction fees, and/or lose our ability to accept credit and debit card payments, process electronic funds transfers, or facilitate other types of online payments.
+Added: These laws, regulations and/or requirements result in significant costs.
+Added: If we fail to comply or if our data security systems are breached or compromised, we may be liable for card issuing banks’
+Added: costs, subject to fines, penalties and higher transaction fees, and/or lose our ability to accept credit and debit card payments, process electronic funds transfers, or facilitate other
+Added: types of online payments.
In addition, for certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability.
Additionally, our marketplace activities in the U.K.
−Removed: and Europe require us to obtain a payment institution license under the Second Payment Services Directive (“PSD2”) which replaced the Payment Services Directive (“PSD”) effective January 13, 2018.
+Added: and Europe require us to obtain or operate under a payment institution license under the Payment Services Directive Two (“PSD2”).
PSD2 requires a license to perform certain defined “payment services”
in a European Economic Area (“EEA”) member state.
−Removed: Conditions for obtaining the license include minimum capital requirements, establishment of procedures for safeguarding of funds, and certain governance and reporting requirements.
+Added: Conditions for obtaining and complying with the license include minimum capital requirements, establishment of procedures for safeguarding funds, and certain governance and reporting requirements.
Certain obligations relating to internal controls and the conduct of business, in particular, consumer disclosure requirements and certain rules regarding the timing and settlement of payments, must be met.
+Added: We have obtained a payment institution license in the U.K.
+Added: As a result of Brexit, we are no longer able to passport our U.K.
+Added: license to the EEA.
+Added: Although work on our EU application is underway and we anticipate submitting our application in the first half of 2023, we may not receive the EU license on a timely basis if at all.
It is possible that we could become subject to regulatory enforcement or other proceedings in those states or other jurisdictions with money transmission, or other similar statutes or regulatory requirements, including an EEA member state, related to the handling or moving of money, which could in turn have a significant impact on our business, even if we were to ultimately prevail in such proceedings.
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System security issues, data protection breaches, cyberattacks and system outage issues could disrupt our operations or services provided to our consumers, and any such disruption could damage our reputation and adversely affect our business, financial results and share price.
−Removed: Our reputation and ability to attract, retain and service our consumers and travel partners is dependent upon the reliable performance and security of our computer systems and those of third parties we utilize in our operations.
+Added: Our reputation and ability to attract, retain and service our consumers and partners is dependent upon the reliable performance and security of our computer systems and those of third parties we utilize in our operations.
Significant security issues, data breaches, cyberattacks and outages, interruptions or delays, in our systems or third-party systems upon which we rely, could impair our ability to display content or process transactions and significantly harm our business.
−Removed: Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our consumers or our travel partners, could expose us, our consumers and travel partners to a risk of loss or misuse of this information, damage our brand and reputation or otherwise harm our business and financial performance and could result in government enforcement actions and
−Removed: litigation and potential liability for us.
+Added: Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our consumers or our partners, could expose us, our consumers and partners to a risk of loss or misuse of this information, damage our brand and reputation or otherwise harm our business and financial performance and could result in government enforcement actions and litigation and potential liability for us.
The costs of enhancing infrastructure to attain improved stability and redundancy may be time consuming and expensive and may require resources and expertise that are difficult to obtain.
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Similarly, the increase in privacy activist groups is likely to give rise to further scrutiny, investigative actions and publicity.
−Removed: Security breaches could result in negative publicity, damage to reputation, exposure to risk of loss and possible liability due to regulatory penalties and sanctions.
+Added: Security breaches could result in negative
+Added: publicity, damage to reputation, exposure to risk of loss and possible liability due to regulatory penalties and sanctions.
As this focus and attention on privacy and data protection increases, we also risk exposure to potential liabilities and costs resulting from the compliance with, or any failure to comply with, applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security.
Security breaches could also cause travelers and consumers to lose confidence in our data security, which would have a negative effect on the value of our brand.
−Removed: Evolving regulations, guidance and practices on the use of "cookies" and similar technology could negatively impact the way we do business.
−Removed: Cookies, or text files stored on consumers’
−Removed: web browsers, are common tools used by thousands of websites and apps, including ours, to store or gather information, improve site security, improve the customer experience, market to consumers and increase conversion on their websites.
−Removed: Many countries have adopted data protection laws and regulations governing the use of cookies and other similar tracking technologies by websites and app developers.
−Removed: Such regulations could limit our ability to serve certain customers in the manner we currently do, including with respect to retargeting or personalized advertising, impair our ability to improve and optimize performance on our platform, negatively affect a consumer's experience using our platform and negatively impact our business.
+Added: Evolving regulations, guidance and practices on the use of "cookies" and similar tracking technologies could negatively impact the way we do business.
+Added: Cookies and similar technologies are common tools used by websites and apps, including ours, to store or gather information, improve site security, improve and personalize the customer experience, market to consumers and increase conversion.
+Added: Companies such as Apple and Google have introduced new policies governing developers’
+Added: use of cookies and similar tracking technologies, including enhanced disclosure and opt in requirements.
+Added: Similarly, many states and countries have adopted data protection laws and regulations governing the use of cookies and other similar tracking technologies by websites and app developers.
+Added: Such regulations could limit our ability to serve certain customers in the manner we currently do, including with respect to retargeting or personalized advertising, impair our ability to improve and optimize performance on our platform, negatively affect a consumer's experience using our platform, which, in turn, could negatively impact our business.
Equally, privacy has been the impetus behind a move towards a cookie-less online ecosystem which poses a potential risk to our online behavioral advertising strategy.
−Removed: For example, Apple and Google continue to announce new privacy features that may limit our ability to use cookies and similar technology to improve the consumer experience.
Risks Related to Financial Matters
+Added: Our financial results are difficult to forecast;
+Added: they have fluctuated in the past and will likely fluctuate in the future.
+Added: Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:
+Added: Our ability to maintain and grow our consumer base and to increase user engagement;
+Added: Increases in marketing, sales and other expenses that we will incur to grow and expand our operations and to remain competitive;
+Added: Fluctuations in the marketing spend of our travel partners due to seasonality, global or regional events or other factors;
+Added: User behavior or product changes that may reduce traffic to features or products that we successfully monetize;
+Added: System failure or outages, which would prevent us from serving ads for any period of time;
+Added: Breaches of security or privacy and the costs associated with any such breaches and remediation;
+Added: Fees paid to third parties for content or promotion of our products and services;
+Added: Adverse litigation judgments, settlement or other litigation related costs;
+Added: Changes in the legislative or regulatory environment or engagement by regulators;
+Added: Changes in tax laws, which may significantly affect our tax rates and taxes due;
+Added: Tax obligations that may arise from resolutions of tax examinations that may materially differ from the amounts we have anticipated;
+Added: Fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;
+Added: Changes in GAAP;
+Added: Changes in global business and macroeconomic conditions.
+Added: As a result, you should not rely upon our quarterly financial results as indicators of future performance.
+Added: If we are unable to successfully maintain effective internal control over financial reporting, investors may lose confidence in our reported financial information and our business and our share price may be adversely impacted.
+Added: As a public company, we are required to maintain internal control over financial reporting and our management is required to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year.
+Added: If we are not successful in maintaining effective internal control over financial reporting, there could be inaccuracies or omissions in the financial information we file with the SEC.
+Added: Additionally, even if there are no inaccuracies or omissions, we could be required to publicly disclose our management’s conclusion that our internal control over financial reporting or disclosure controls and procedures are not effective.
+Added: These events could
+Added: cause investors to lose confidence in our reported financial information, result in increased costs to remediate any deficiencies, attract regulatory scrutiny or lawsuits that could be costly to resolve and distract management’s attention, limit our ability to access the capital markets, adversely impact our stock price, or cause our stock to be delisted from The Nasdaq or any other securities exchange on which we are then listed.
We have indebtedness which could adversely affect our business and financial condition.
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In addition, lenders under the Credit Facility may be able to terminate any commitments they had made to supply us with further funds.
−Removed: We may have future capital needs and may not be able to obtain additional financing on acceptable terms.
−Removed: Pursuant to the Credit Facility, we agreed to pledge substantially all of our assets, including the equity interests of our subsidiaries.
−Removed: This agreement also includes restrictive covenants that may limit our ability to secure additional financing in the future on favorable terms, if at all.
−Removed: Our ability to secure additional financing will also depend upon our future operating performance, which is subject to then prevailing general economic and credit market conditions, and financial, business and other factors, many of which are beyond our control.
We are subject to risks relating to our 2026 Senior Notes.
−Removed: During the first quarter of 2021, we adopted new accounting guidance issued by the Financial Accounting Standards Board (“FASB”) which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract.
−Removed: The new accounting guidance requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives.
−Removed: The new accounting guidance, among other things, requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments.
−Removed: Under the if-converted method, diluted earnings per share would generally be calculated assuming that all the notes were exchanged solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive.
−Removed: The application of the if-converted method may reduce our reported diluted earnings per share, if any.
−Removed: Furthermore, if any of the conditions to the conversion of the 2026 Senior Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2026 Senior Notes as a current, rather than a long-term, liability.
−Removed: This reclassification could be required even if no noteholders exchange their 2026 Senior Notes and could materially reduce our reported working capital.
+Added: If any of the conditions to the conversion of the 2026 Senior Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2026 Senior Notes as a current, rather than a long-term, liability, thereby materially reducing our reported working capital.
+Added: This reclassification could be required even if no noteholders exchange their 2026 Senior Notes.
Holders of our 2026 Senior Notes may convert the 2026 Senior Notes after the occurrence of certain dates or events.
−Removed: Refer to “Note 10:
−Removed: Debt ”
−Removed: in the notes to our consolidated financial statements in Item 8 on this Annual Report on Form 10-K for further information on our 2026 Senior Notes.
Settlement of the 2026 Senior Notes could adversely affect our liquidity.
We are subject to risks relating to the Capped Calls.
−Removed: In connection with the issuance of the 2026 Senior Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) to reduce potential dilution to our common stock and/or offset cash payments we must make in excess of the principal amount, in each case, upon any conversion of Senior Notes, with such offset subject to a cap.
+Added: In connection with the issuance of the 2026 Senior Notes, we entered into privately negotiated capped call transactions (the “Capped Calls”) to reduce potential dilution to our common stock and/or offset cash payments we must make in excess of the principal amount, in each case, upon any conversion of the 2026 Senior Notes, with such offset subject to a cap.
We are subject to the risk that one or more of the hedge counterparties may default under the Capped Calls.
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In addition, upon a default by a hedge counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock.
−Removed: Our financial results are difficult to forecast;
−Removed: they have fluctuated in the past and will likely fluctuate in the future.
−Removed: Our financial results in any given quarter can be influenced by numerous factors, many of which we are unable to predict or are outside of our control, including:
−Removed: Our ability to maintain and grow our consumer base and to increase user engagement;
−Removed: Increases in marketing, sales and other expenses that we will incur to grow and expand our operations and to remain competitive;
−Removed: Fluctuations in the marketing spend of our travel partners due to seasonality, global or regional events or other factors;
−Removed: User behavior or product changes that may reduce traffic to features or products that we successfully monetize;
−Removed: System failure or outages, which would prevent us from serving ads for any period of time;
−Removed: Breaches of security or privacy and the costs associated with any such breaches and remediation;
−Removed: Fees paid to third parties for content or promotion of our products and services;
−Removed: Adverse litigation judgments, settlement or other litigation related costs;
−Removed: Changes in the legislative or regulatory environment or engagement by regulators;
−Removed: Changes in tax laws, which may significantly affect our tax rates and taxes due;
−Removed: Tax obligations that may arise from resolutions of tax examinations that may materially differ from the amounts we have anticipated;
−Removed: Fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;
−Removed: Changes in U.S.
−Removed: Changes in global business and macroeconomic conditions.
−Removed: As a result, you should not rely upon our quarterly financial results as indicators of future performance.
−Removed: If we are unable to successfully maintain effective internal control over financial reporting, investors may lose confidence in our reported financial information and our business and our share price may be adversely impacted.
−Removed: As a public company, we are required to maintain internal control over financial reporting and our management is required to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year.
−Removed: If we are not successful in maintaining effective internal control over financial reporting, there could be inaccuracies or omissions in the financial information we file with the SEC.
−Removed: Additionally, even if there are no inaccuracies or omissions, we could be required to publicly disclose our management’s conclusion that our internal control over financial reporting or disclosure controls and procedures are not effective.
−Removed: These events could cause investors to lose confidence in our reported financial information, result in increased costs to remediate any deficiencies, attract regulatory scrutiny or lawsuits that could be costly to resolve and distract management’s attention, limit our ability to access the capital markets, adversely impact our stock price, or cause our stock to be delisted from The Nasdaq or any other securities exchange on which we are then listed.
+Added: We may have future capital needs and may not be able to obtain additional financing on acceptable terms.
+Added: Pursuant to the Credit Facility, we agreed to pledge substantially all of our assets, including the equity interests of our subsidiaries.
+Added: This agreement also includes restrictive covenants that may limit our ability to secure additional financing in the future on favorable terms, if at all.
+Added: Our ability to secure additional financing will also depend upon our future operating performance, which is subject to then prevailing general economic and credit market conditions, and financial, business and other factors, many of which are beyond our control.
Risks Related to Tax Matters
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and various other international jurisdictions.
−Removed: Tax laws are subject to change as new laws are passed and new interpretations of the laws
−Removed: are issued or applied.
+Added: Tax laws are subject to change as new laws are passed and new interpretations of the laws are issued or applied.
Due to economic and political conditions, tax rates and tax regimes may be subject to significant change and the tax benefits that we intend to eventually derive could be undermined due to changing tax laws.
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Any changes to international tax laws or any additional reporting requirements may increase the complexity and costs associated with tax compliance and adversely affect our cash flows and results of operations.
−Removed: The Organization for Economic Cooperation and Development (“OECD”) has been working on a Base Erosion and Profit Shifting Project and has issued various reports, guidelines, policy notes, and proposals that if adopted could result in an overhaul of the international taxation system under which our current tax obligations are determined.
−Removed: In October 2021, more than 130 countries tentatively signed on to a framework, expected to be implemented in 2023, which calls for a minimum tax rate on corporations of 15% and a reallocation of profits from the largest and most profitable businesses to countries where they make sales.
+Added: Over the last several years, the Organization for Economic Cooperation and Development (“OECD”) has been working on a Base Erosion and Profit Shifting Project to address the tax challenges arising from digitalization.
+Added: The OECD/G20 Inclusive Framework has issued various guidelines, policy notes, and proposals that if adopted could result in an overhaul of the international taxation system under which our current tax obligations are determined.
+Added: In October 2021, more than 130 countries tentatively signed on to a framework, which calls for a minimum tax rate on corporations of 15% and a reallocation of profits from the largest and most profitable businesses to countries where they make sales.
The proposed framework, once enacted, envisages new international tax rules and the removal of all digital services taxes.
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As the OECD/G20 continues to drive toward a consensus framework, several countries which have previously enacted unilateral digital services tax initiatives, such as France, Italy, Spain, and the U.K., will continue to impose these revenue-based taxes until implementation of the consensus framework.
−Removed: During the years ended December 31, 2021 and 2020, we recorded $1 million and $2 million, respectively, of digital service tax to general and administrative expense on our consolidated statements of operations .
+Added: During the years ended December 31, 2022, 2021 and 2020, we recorded $9 million, $1 million and $2 million, respectively, of digital service tax to general and administrative expense on our consolidated statements of operations.
We are routinely under audit by federal, state and foreign taxing authorities.
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For example, Congress is considering various approaches to legislation that would require companies engaged in e-commerce to collect sales tax on internet revenue and a growing number of U.S.
−Removed: states and certain foreign jurisdictions have adopted or are considering proposals to impose obligations on remote sellers and online marketplaces to collect taxes on their behalf.
+Added: states and certain foreign
+Added: jurisdictions have adopted or are considering proposals to impose obligations on remote sellers and online marketplaces to collect taxes on their behalf.
Additionally, the U.S.
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Several states and other taxing jurisdictions have presented or threatened us with assessments, alleging that we are required to collect and remit certain taxes there.
−Removed: While we do not believe that we are subject to such taxes and intend to vigorously defend our position in these cases, we cannot be sure of the
−Removed: outcome of our discussions and/or appeals with these states.
+Added: While we do not believe that we are subject to such taxes and intend to vigorously defend our position in these cases, we cannot be sure of the outcome of our discussions and/or appeals with these states.
In the event of an adverse outcome, we could face assessments, plus any additional interest and penalties.
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We have requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for tax years 2009 through 2011.
−Removed: We expect the competent authorities to present a resolution for the 2009 through 2011 tax years in the near future.
−Removed: Upon receipt, we will assess the resolution provided by the competent authorities as well as its impact on our existing income tax reserves for all open subsequent years.
The outcome of these matters or any other audits could subject us to significant tax liabilities.
−Removed: Refer to “Note 12:
−Removed: Income Taxes ”
−Removed: in the notes to our consolidated financial statements in Item 8 on this Annual Report on Form 10-K for further information on this IRS audit.
+Added: In January 2023, we received a final notice regarding a MAP settlement for the 2009 through 2011 tax years which we accepted in February 2023.
+Added: In the first quarter of 2023, we will record additional tax expense as a discrete item, inclusive of interest, in an estimated range of $25 million to $35 million specifically related to this settlement.
We face risks associated with fluctuations in foreign currency exchange rates.
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Accordingly, fluctuations in foreign currency exchange rates, such as the strengthening of the U.S.
−Removed: dollar against the Euro or the British pound, could adversely affect our net revenue growth in future periods.
+Added: dollar against the Euro or the British pound, could adversely affect our revenue growth in future periods.
In the event of severe volatility in exchange rates, the impact of these exposures can increase and the impact on results of operations can be more pronounced.
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We hedge certain short-term foreign currency exposures with the purchase of forward exchange contracts.
−Removed: These forward exchange contracts only help mitigate the impact of changes in foreign currency rates that occur during the term of the related contract period and carry risks of counter-party failure.
+Added: These forward exchange contracts only help mitigate the impact of changes in foreign currency rates that occur during the term of the related contract period and
+Added: carry risks of counter-party failure.
There can be no assurance that our forward exchange contracts will have their intended effects.
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Liberty TripAdvisor Holdings, Inc., or LTRIP, effectively controls the outcome of all matters submitted to a vote or for the consent of our stockholders (other than with respect to the election by the holders of our common stock of 25% of the members of our Board of Directors and matters as to which Delaware law requires separate class votes).
−Removed: Our Chairman, Gregory Maffei, and Directors Greg O’Hara and Albert Rosenthaler, also serve as officers and directors of LTRIP.
+Added: Our Chairman, Gregory Maffei, and Director Albert Rosenthaler, also serve as officers and directors of LTRIP.
LTRIP may have interests that differ from those of our other stockholders and may vote in a way with which our other stockholders may not agree or that may be adverse to other stockholders’
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Sales of substantial amounts of our common stock in the public market, particularly sales by our directors, officers, employees and significant stockholders, or the perception that these sales might occur, could depress the market price of our common stock and could impact our ability to raise capital through the sale of additional securities.
−Removed: In addition, certain stockholders have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
+Added: In addition, certain stockholders have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that
+Added: we may file for ourselves or other stockholders.
A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.
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Limitations on who may call special meetings of stockholders.
−Removed: These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our Board of Directors or initiate actions that are
−Removed: opposed by our then-current Board of Directors, including a merger, tender offer or proxy contest involving our company.
+Added: These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our Board of Directors or initiate actions that are opposed by our then-current Board of Directors, including a merger, tender offer or proxy contest involving our company.
Any delay or prevention of a change of control transaction or changes in our Board of Directors could cause the market price of our common stock to decline.
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As of December 31, 2022, we do not own any real estate.
−Removed: We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts, or Headquarters Lease.
−Removed: Our Headquarters Lease, has an expiration date of December 2030, with a n option to extend the lease term for two consecutive terms of five years each.
+Added: We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts (the “Headquarters Lease”).
+Added: The Headquarters Lease, has an expiration date of December 2030, with an option to extend the lease term for two consecutive terms of five years each.
We also lease an aggregate of approximately 400,000 square feet of office space at approximately 30 locations across North America, Europe, Asia Pacific and South America, in cities such as New York, London, Sydney, Barcelona, Buenos Aires and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates.
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Commitments and Contingencies ”
−Removed: in the notes to the consolidated financial statements in Part II, Item 8 on this Annual Report on Form 10-K, for further information on our legal proceedings.
+Added: in the notes to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, for further information on our legal proceedings.
For an additional discussion of certain risks associated with legal proceedings, see “Risk Factors”
−Removed: in Part I, Item 1A on this Annual Report on Form 10-K.
+Added: in Part I, Item 1A of this Annual Report on Form 10-K.
Mine Safety Disclosures
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.