−Removed: The Tripadvisor group operates as a family of brands with a purpose of connecting people to experiences worth sharing.
−Removed: Our vision is to be the world’s most trusted source for travel and experiences.
−Removed: The Company operates across three reportable segments:
−Removed: Tripadvisor Core, Viator, and TheFork.
+Added: The Tripadvisor group operates as a family of brands with the 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 business segments:
+Added: Brand Tripadvisor (formerly Tripadvisor Core), Viator, and TheFork.
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Tripadvisor’s online platform attracts one of the world’s largest travel audiences, with hundreds of millions of visitors in 2022.
−Removed: 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: Brand Tripadvisor’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 in more than 20 languages across the world.
+Added: Tripadvisor offers more than 1 billion user-generated ratings and reviews on over 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 annually.
+Added: Viator’s purpose is to bring extraordinary, unexpected, and forever memorable experiences to more people, more often, wherever they are traveling.
In doing so, Viator elevates tens of thousands of businesses, large and small.
Viator delivers on its purpose by enabling travelers to discover and book iconic, unique and memorable experiences from experience operators around the globe.
−Removed: 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.
−Removed: 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.
−Removed: TheFork’s purpose is to deliver happiness through amazing dining experiences.
−Removed: 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.
−Removed: TheFork has become an urban, gastronomic guide with a strong community that offers more than 20 million restaurant reviews.
−Removed: 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.
−Removed: In 2022, we generally experienced a travel demand recovery fueled by the continued easing of government restrictions globally and increasing consumer travel demand.
+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 350,000 experiences from more than 55,000 operators.
+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 approximately 55,000 restaurants in 11 countries across the U.K., western and central Europe.
+Added: TheFork has become an urban, gastronomic guide with a strong community that offers approximately 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 through the first quarter of 2022.
+Added: Overall, in 2022, we generally experienced a travel demand recovery fueled by the continued easing of government restrictions globally and increasing consumer travel demand.
+Added: During 2023, we continued to experience strong consumer demand for our offerings, particularly for our experiences offerings across our Viator and Brand Tripadvisor segments.
We believe that consumers will continue to seek connection with others, discover new places, and experience new things through travel.
−Removed: 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 are one of the world’s largest online travel companies;
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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: We are one of the world’s largest online travel companies and our consolidated annual revenue in 2023 represents a small fraction 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, short-term vacation rentals, and dining, at approximately $1.6 trillion in 2020 prior to the onset of COVID-19.
+Added: Phocuswright estimates global travel spending will reach approximately $1.7 trillion by 2026, 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 approximately $280 billion by 2025 according to Arival’s October 2022 report (the “Arival Report”), a leading research provider on the in-destination experiences industry.
Moreover, we believe we are poised to benefit from increased online adoption in the global experiences industry.
−Removed: 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.
−Removed: 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: 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 grow according to the Arival Report as travelers become increasingly aware of the category online and operators continue to shift their business online.
+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 37% from 2022 to 2025 according to the Arival Report.
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.
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• 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.
−Removed: The Tripadvisor group is united in a shared purpose and vision, but operate different value creation strategies for each segment.
−Removed: 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.
−Removed: 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: In our Brand Tripadvisor segment, we offer a compelling value proposition to both travelers and partners across a number of key offerings that include accommodations, experiences, dining, and media.
This value proposition is delivered through a collection of durable assets that we believe is difficult to replicate:
a trusted brand, authentic UGC, a large community of contributors, and one of the largest global travel audiences.
−Removed: 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: 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 to help make the best decisions in each phase of the travel journey, including pre-trip planning, in-destination, and post-trip sharing.
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.
−Removed: 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: We evaluate investment opportunities across data, product, marketing, and technology that we believe will improve and diversify the monetization of our audience through deeper engagement, which, in turn, we expect will drive more value to our partners.
+Added: The Brand Tripadvisor segment plays an important role in our portfolio.
+Added: For over two decades, we believe we have built difficult to replicate assets such as a trusted brand, authentic content, a large community of contributors, and one of the largest global travel audiences available.
+Added: Our long-term strategy for the Brand Tripadvisor segment builds on our heritage and the reasons hundreds of millions of travelers come to Tripadvisor each year.
+Added: Fundamental to this strategy will be:
+Added: (1) innovating and enhancing world-class travel guidance and planning products to help travelers make confident decisions in a world where it is hard to find advice you can trust;
+Added: (2) prioritizing deeper engagement with travelers by leveraging our rich data and technology assets to provide more relevant, curated, and contextual content throughout the traveler journey;
+Added: and (3) driving a step change in the value we can deliver to our partners by accelerating and diversifying the monetization of our valuable audience across key categories, including hotel meta, media advertising, and experiences.
In our Viator and TheFork segments, we provide two-sided marketplaces that connect travelers and diners to operators of bookable experiences and restaurants, respectively.
−Removed: 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.
−Removed: This means driving awareness and higher
−Removed: quality audience engagement, which we believe will drive greater repeat behavior, more direct traffic, and translate into improved unit economics over time.
−Removed: 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.
−Removed: Similarly, in TheFork segment, we are also investing in growth, future scale, and market share gains.
−Removed: 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.
−Removed: 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: Within our Viator segment, we are investing in growth, future scale, and market share gains to accelerate our market leadership position, while improving unit economics on both sides of the marketplace that provide visibility to sustainable future profitability.
+Added: This means driving awareness and higher 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 primary offerings, are intended to deliver a differentiated value proposition that we believe will drive sustainable market leadership as our partners, operators, and travelers find themselves in an increasingly competitive marketplace environment.
+Added: We are focused on continuing to grow both our supplier base and our user base by offering innovative tools and features on our branded platforms, and through continued awareness of our brand through marketing efforts.
+Added: We are focused on executing initiatives across the Tripadvisor group through organic investment in data, products, marketing and technology to further enhance the value we deliver to travelers and partners across our brands, platforms, and segments.
In addition, we may accelerate growth inorganically by opportunistically pursuing strategic acquisitions.
Our Business Models
−Removed: We manage our Tripadvisor Core segment primarily through the following revenue sources and related business models:
+Added: We manage our Brand Tripadvisor segment (formerly Tripadvisor Core segment) primarily through the following revenue sources and related business models:
• Tripadvisor-branded Hotels Revenue.
−Removed: 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.
−Removed: 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: The largest source of Brand Tripadvisor segment revenue is generated from click-based advertising on our hotel meta platform (also 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.
CPC rates are determined in a dynamic, competitive auction bidding process.
−Removed: 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’
−Removed: 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.
−Removed: 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.
−Removed: Tripadvisor-branded Display and Platform Revenue.
−Removed: 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.
−Removed: 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.
−Removed: Display-based advertising placements are predominantly sold on a cost per thousand impressions (“CPM”) basis.
+Added: We also generate click-based advertising revenue on a cost-per-acquisition (“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’ websites.
+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 revenue determined by a contractual fee and time duration, or other CPC-based advertising services through hotel sponsored placements on our platform.
+Added: • Media and Advertising Revenue.
+Added: We offer endemic and non-endemic advertisers opportunities to promote their brands primarily through display-based advertising (or “media 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.
• Tripadvisor Experiences and Dining Revenue.
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The nature and economics of these transactions are consistent with the Viator segment and TheFork segment, as described below.
−Removed: 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.
−Removed: 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: 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
+Added: on our platform.
+Added: These offerings can be subscription-based, with revenue determined by a contractual fee and time duration, or CPC-based advertising services through restaurant sponsored placements on our platform.
• Other Revenue.
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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.
−Removed: 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.
−Removed: Our cruise, flight, and rental cars offerings generate revenue primarily through click-based and display-based advertising, as described above.
−Removed: Our Viator segment offers travelers a comprehensive online marketplace that provides access to over 300,000 experiences and over 50,000 experience operators.
+Added: Our alternative accommodation rentals platform 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 opportunities.
+Added: Our Viator segment offers travelers a comprehensive online marketplace that provides access to over 350,000 experiences and more than 55,000 experience operators.
These experiences are instantly bookable online in over 200 countries.
Our business model relies on the success of travelers and operators who join our marketplace and generate consistent bookings over time.
−Removed: As operators become more successful on our platform and as travelers return over time, we benefit from the recurring activity on our marketplace.
+Added: As experience operators become more successful on our platform and as travelers return over time, we benefit from the recurring activity on our marketplace.
We generate revenue through commissions for each booking transaction we facilitate directly and indirectly through our platform.
−Removed: 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.
−Removed: 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.
−Removed: 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: Through Viator, we also 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.
+Added: In addition, Viator offers our “Reserve Now, Pay Later” payment option, which allows our travelers the option to reserve certain experiences and defer payment until a date no later than two days before the experience date.
+Added: TheFork segment offers travelers and diners a comprehensive online marketplace that provides access to approximately 55,000 restaurants to discover and book reservations in 11 countries across the U.K., western and central Europe.
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.
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.
−Removed: Consumers' travel expenditures have historically followed a seasonal pattern.
+Added: Consumer travel expenditures have historically followed a seasonal pattern.
Correspondingly, travel partner advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern.
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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 .
−Removed: 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.
−Removed: 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: Other factors may also impact typical seasonal fluctuations, such as significant shifts in our business mix, adverse economic conditions, public health-related events, as well as other factors.
We have established world-renowned, widely used, and recognized brands through the innovative and efficient implementation of marketing and promotional campaigns.
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.
−Removed: Our omni-channel marketing
−Removed: programs are intended to showcase the value of our industry-leading travel brands;
+Added: Our omni-channel marketing programs are intended to showcase the value of our industry-leading travel brands;
increase user traffic;
−Removed: efficiently drive transactions and engagement;
+Added: drive transactions and engagement;
optimize ongoing traveler acquisition costs;
and strategically position our brands in relation to one another as we continue to differentiate our offering versus those of our competitors.
−Removed: 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: Our sustained scale and profitability depend on our ability to effectively maintain our costs and increase the overall number of users engaged on our platforms and their subsequent transactions.
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.
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• Experiences OTAs, such as GetYourGuide, Klook, and TUI Musement;
−Removed: Hotel metasearch providers, such as trivago, Kayak and HotelsCombined;
+Added: • Hotel metasearch providers, such as trivago, Kayak and Skyscanner;
• Online search, social media, and marketplace platforms for advertising spend, such as Google, Facebook, Twitter, Pinterest, and Snap;
1 unchanged sentence
• Emerging online advertising businesses, such as ad-supported retail and entertainment platforms like Amazon, Spotify, and Walmart;
+Added: • Artificial intelligence driven travel curators;
• Traditional offline travel agencies;
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Commercial Relationships
−Removed: We have commercial relationships with a majority of the world’s leading OTAs, as well as thousands of other travel partners, pursuant to which these companies primarily purchase traveler leads from us, generally on a click-based advertising basis.
+Added: We have commercial relationships with a majority of the world’s leading OTAs, as well as thousands of other travel partners, pursuant to which these companies primarily purchase traveler leads from us, generally on a click-based advertising basis.
Although these relationships are memorialized in agreements, many of these agreements are for limited terms or are terminable at will or on short notice.
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For the years ended December 31, 2023, 2022 and 2021, 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 25%, 31% and 34% of our consolidated revenue, respectively.
−Removed: Nearly all of this concentration of revenue is recorded in our Tripadvisor Core segment during 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 we are the merchant of record, such as our experience providers and vacation rental owners.
−Removed: 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.
+Added: Nearly all of this concentration of revenue is recorded in our Brand Tripadvisor 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.
+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
−Removed: 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 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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In connection with our copyrightable content, we post and institute procedures under the U.S.
−Removed: Digital Millennium Copyright Act and similar “host privilege”
−Removed: statutes worldwide to gain immunity from copyright liability for photographs, text and other content loaded on our platform by consumers.
+Added: Digital Millennium Copyright Act and similar “host privilege” statutes worldwide to gain immunity from copyright liability for photographs, text and other content loaded on our platform by consumers.
However, differences between statutes, limitations on immunity, political and regulatory efforts to amend relevant statutes, and moderation efforts in the many jurisdictions in which we operate may affect our ability to claim immunity.
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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
−Removed: 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 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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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.
−Removed: 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: 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.
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.
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On December 20, 2011 Expedia completed a spin-off of Tripadvisor into a separate publicly-traded Delaware corporation.
−Removed: We refer to this second spin-off transaction as the “Spin-Off.”
−Removed: Following the Spin-Off, on December 21, 2011, Tripadvisor began trading on The Nasdaq Global Select Market, or Nasdaq, as an independent public company under the trading symbol “TRIP.”
+Added: We refer to this second spin-off transaction as the “Spin-Off.” Following the Spin-Off, on December 21, 2011, Tripadvisor began trading on The Nasdaq Global Select Market, or Nasdaq, as an independent public company under the trading symbol “TRIP.”
On December 11, 2012, Liberty Interactive Corporation, or Liberty, purchased an aggregate of approximately 4.8 million shares of common stock of Tripadvisor from Barry Diller, our former Chairman of the Board of Directors and Senior Executive, and certain of his affiliates.
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On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock held by Liberty was acquired by Liberty TripAdvisor Holdings, Inc., or LTRIP.
−Removed: Simultaneously, Liberty, LTRIP’s former parent company, distributed, by means of a dividend, to the holders of its Liberty Ventures common stock, Liberty’s entire equity interest in LTRIP.
−Removed: We refer to this transaction as the “Liberty Spin-Off”.
−Removed: As a result of the Liberty
−Removed: 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, 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.
−Removed: 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.
−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 approximately 56% of our voting power.
−Removed: Human Capital Management, Culture and Employees
+Added: Simultaneously, Liberty, LTRIP’s former parent company, distributed, by means of a dividend, to the holders of its Liberty Ventures common stock, Liberty’s entire equity interest in LTRIP.
+Added: We refer to this transaction as the “Liberty Spin-Off”.
+Added: 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.
+Added: As a result of these transactions, and as of December 31, 2023, LTRIP beneficially owned approximately 16.4 million shares of our common stock and approximately 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.
+Added: 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.
+Added: However, 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 57% of our voting power.
+Added: Human Capital Management
As of December 31, 2023, the Company had approximately 2,845 employees.
−Removed: Approximately 55%, 35%, and 10% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively.
+Added: Approximately 58%, 34%, and 8% 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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Talent Acquisition and Development
−Removed: We believe our employees are essential to our success and that the Company’s success depends on our ability to attract, develop and retain key talent.
+Added: We believe our employees are essential to our success and that the Company’s success depends on our ability to attract, develop and retain key talent.
The skills, experience and industry knowledge of key employees significantly benefit our operations and performance.
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Our talent acquisition team uses internal and external resources to recruit highly skilled and talented workers, and we encourage employee referrals for open positions.
−Removed: We support and develop our employees through global training and development programs that build and strengthen employees’
−Removed: leadership and professional skills.
+Added: We support and develop our employees through global training and development programs that build and strengthen employees’ leadership and professional skills.
Leadership development includes programs for new leaders as well as programs designed to support more experienced leaders.
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These programs not only include base wages and incentives in support of our pay for performance culture, but also health, welfare, and retirement benefits.
−Removed: We design our benefit programs to meet the needs of our employees’
−Removed: health while managing program costs for escalation rates at or below industry trend factors.
+Added: We design our benefit programs to meet the needs of our employees’ health while managing program costs for escalation rates at or below industry trend factors.
Our programs include but are not limited to wellness, mental health services, telemedicine, and partnerships with service providers that support diverse family-care need solutions.
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The health and safety of our employees is of utmost importance to us.
−Removed: We conduct regular self-assessments and audits to ensure compliance with our health and safety guidelines and regulatory requirements.
+Added: We conduct regular self-assessments and audits designed to ensure compliance with our health and safety guidelines and regulatory requirements.
Additional Information
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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.
−Removed: 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.
+Added: On our Investor Relations website ( http://ir.tripadvisor.com ), 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.
These reports are available on our website as soon as reasonably practicable after we electronically file or furnish these reports to the SEC or publish through press releases, public conference calls and certain webcasts.
All documents filed electronically with the SEC (including reports, proxy and information statements and other information) are also available at www.sec.gov.
−Removed: Investors and others should be aware that we use our investor relations website ( http://ir.tripadvisor.com/investor-relations ) to announce material financial information to our investors as well as communicate with the public about our company, our results of operations and other information.
+Added: Investors and others should be aware that in addition to required filings with the SEC, we use our investor relations website ( http://ir.tripadvisor.com ) to announce material financial information to our investors as well as communicate with the public about our company, our results of operations and other information.
We post our code of business conduct and ethics, which applies to all employees, including all executive officers, senior financial officers and directors, on our corporate website at www.tripadvisor.com.
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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.
+Added: Risk Factors Summary
+Added: The following is a summary list of the principal risks that make an investment in our securities speculative or risky.
+Added: For additional information, please refer to the detailed descriptions following the summary.
+Added: • 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;
+Added: • Our performance marketing efficiency and the general effectiveness of our advertising and marketing efforts;
+Added: • Any change by our search and metasearch partners in how they present travel search results or conduct their auctions for search placement in a manner that is competitively disadvantageous to us;
+Added: • Our ability to adjust to consumer adoption of mobile devices and/or new technologies and product offerings;
+Added: • Our ability to attract and retain qualified personnel;
+Added: • Our ability to successfully manage growth and expand our global business;
+Added: • Our ability to respond to and keep up with the rapid pace of technological and market changes;
+Added: • IT systems-related failures or security breaches and data privacy risks and obligations;
+Added: • Tax, legal and regulatory risks;
+Added: • Risks associated with the facilitation of payments from consumers, including fraud and compliance with evolving rules and regulations and reliance on third parties;
+Added: • Fluctuations in foreign currency exchange rates and other risks associated with doing business in multiple currencies and jurisdictions;
+Added: • Success of strategic initiatives, investments and acquisitions, including integration;
+Added: • Financial risks including increased debt levels and stock price volatility.
Risks Related to Our Business and Industry
−Removed: 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.
−Removed: Our business and financial performance are affected by the health of the worldwide travel industry.
−Removed: 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
−Removed: 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.
−Removed: For example, the COVID-19 pandemic caused significant disruption in the travel industry and resulted in a material adverse impact on our business.
−Removed: 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.
−Removed: 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 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.
−Removed: Leisure travel, which accounts for a substantial majority of our current business, is particularly dependent on discretionary consumer spending levels .
−Removed: 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.
−Removed: Our traffic and user engagement could be adversely affected by a number of factors including, but not limited to, inability to provide quality content, inventory or supply to our consumers;
−Removed: declines or inefficiencies in traffic acquisition and reduced awareness of our brands.
+Added: If we are unable to continue to attract a significant number 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.
+Added: Our traffic and user engagement could be adversely affected by a number of factors including, but not limited to, inability to provide quality content, lack of inventory or supply in amounts or of sufficient quality to be attractive to our consumers, increasing use of metasearch engines which may impact the amount of traffic to our platform, declines or inefficiencies in traffic acquisition and reduced awareness of our brands.
Certain of our competitors have advertising campaigns expressly designed to drive traffic directly to their websites, and these campaigns may negatively impact traffic to our platform.
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Any failure to obtain and manage content and products in a cost-effective manner that will engage consumers, or any failure to provide content and products that are perceived as useful, reliable and trustworthy, could adversely affect user experiences and their repeat behavior, reduce traffic to our platform and negatively impact our business and financial performance.
−Removed: We rely on internet search engines and application marketplaces to drive traffic to our platform, certain providers of which offer products and services that compete directly with ours.
+Added: We rely on internet search engines, metasearch engines and application marketplaces to drive traffic to our platform, certain providers of which offer products and services that compete directly with ours.
If we are unable to drive traffic cost-effectively, traffic to our platform could decline and our business would be negatively affected.
−Removed: The number of consumers we attract to our platform is due in large part to how and where information from, and links to, our platform are displayed on search engine results pages, or SERPs.
+Added: The number of consumers we attract to our platform is due in large part to how and where information from, and links to, our platform are displayed on search engine results pages, or SERPs, and search aggregators, or metasearch engines.
The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control.
−Removed: Search engines frequently change the logic that determines the placement and display of the results of a user’s search, such that the purchased or algorithmic placement of links to our platform can be negatively affected.
+Added: Search engines (including travel metasearch engines) frequently change the logic
+Added: that determines the placement and display of the results of a user’s search, such that the purchased or algorithmic placement of links to our platform can be negatively affected.
A search engine could alter its search algorithms or results causing our websites to place lower in search query results.
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.
−Removed: 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.
+Added: 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.
Furthermore, our failure to successfully manage our SEO and SEM strategies and/or other traffic acquisition strategies could result in a substantial decrease in traffic to our platform, as well as increased costs to the extent we replace free traffic with paid traffic.
−Removed: We also rely on application marketplaces, or app stores such as Apple’s App Store and Google’s Play, to drive downloads of our apps.
+Added: We also rely on application marketplaces, or app stores such as Apple’s App Store and Google’s Play, to drive downloads of our apps.
In the future, Apple, Google or other marketplace operators may make changes that make access to our products more difficult or may limit our access to information that would restrict our ability to provide the best user experience.
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Our apps may receive unfavorable treatment compared to the promotion and placement of competing apps, such as the order in which they appear within marketplaces.
−Removed: In addition, Apple has announced new features that limit who has access to consumer data, including location information.
+Added: In addition, Apple has announced new features that limit who has access to consumer data, including location information which may negatively impact the effectiveness of our consumer data and platform.
Similarly, if problems arise in our relationships with providers of application marketplaces, traffic to our platform and our user growth could be harmed.
+Added: Our strategy may be unsuccessful and may expose us to additional risks.
+Added: If our strategy does not achieve its expected benefits, there could be negative impacts to our business, financial condition and results of operations.
+Added: We are implementing discrete strategies across each segment which are connected and reinforcing to a cohesive strategy across the Tripadvisor group as described in “Our Business Strategy” herein.
+Added: There are no assurances that we will be successful in executing our strategies.
+Added: Our efforts may prove more difficult than we currently anticipate.
+Added: Further, we may not succeed in realizing the benefits of these efforts on our anticipated timeline or at all.
+Added: In addition, as we implement our strategies, the macroeconomic environment, including but not limited to, inflationary pressures, higher labor costs, and changes in consumer and merchant behavior may make it more difficult to effectively execute our strategy.
+Added: Even if fully implemented, our strategy may not result in growth or the other anticipated benefits to our business, financial condition and results of operations.
+Added: If we are unable to effectively execute our strategy and realize its anticipated benefits, it could negatively impact our business, financial condition and results of operations.
We derive a substantial portion of our revenue from advertising and any significant reduction in spending by advertisers on our platform could harm our business.
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• The development of technologies that can block the display of our ads or our ad measurement tools;
−Removed: The effectiveness of our advertising and the extent to which it generates sales leads, customers, bookings or financial results on a cost-effective basis;
−Removed: The competitiveness of our products, traffic quality, perception of our platform, and availability and accuracy of analytics and measurement solutions to demonstrate our value;
+Added: • The effectiveness of our advertising and the extent to which it generates sales leads, customers, bookings or financial results on a cost-effective basis, including our mobile transaction conversion rate;
+Added: • The competitiveness of our products, traffic quality, perception of our platform, including mobile applications, and availability and accuracy of analytics and measurement solutions to demonstrate our value;
• Adverse government actions or legal developments relating to advertising, including limitations on our ability to deliver targeted advertising.
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Our pricing for click-based advertising depends, in part, on competition between advertisers.
−Removed: If our large advertisers become less competitive with each other, merge with each other or with our competitors, focus more on per-click profit than on traffic volume, or are able to reduce CPCs, this could have an adverse impact on our advertising revenue which would, in turn, have an adverse effect on our business and financial results.
+Added: If our large advertisers become less competitive with each other, merge with each other or with our competitors, focus more on cost-per-click, or CPC, profit than on traffic volume, or are able to reduce CPCs, this could have an adverse impact on our advertising revenue which would, in turn, have an adverse effect on our business and financial results.
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, 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.
+Added: For the year ended December 31, 2023, our two most significant travel partners, Expedia and Booking (and their subsidiaries), accounted for a combined 25% of total revenue, with most of this revenue recorded within our Brand Tripadvisor 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.
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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: 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.
−Removed: Widespread adoption of mobile devices has driven substantial online traffic and commerce to mobile platforms.
−Removed: 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.
−Removed: Additionally, consumer purchasing patterns differ on these devices.
−Removed: 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 as consumers increasingly engage via alternative devices.
−Removed: 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.
−Removed: As new devices and platforms are continually being released, it is difficult to predict the problems we may encounter in adapting our products and services and we may need to devote significant resources to the creation, support and maintenance of competitive new products.
−Removed: If we are unable to continue to rapidly innovate and create appealing, user-friendly and differentiated offerings and efficiently and effectively advertise on these platforms, we could lose market share and our business, future growth and financial results could be adversely affected.
−Removed: 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, 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.
−Removed: 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.
−Removed: 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.
−Removed: If we experience difficulties or increased costs in integrating our products into alternative devices or if manufacturers do not include our products in their devices, make changes that degrade the functionality of our products, give preferential treatment to competitive products or prevent us from delivering advertising, our user growth and financial results may be harmed.
−Removed: 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 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.
−Removed: 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.
−Removed: Economic downturn and adverse market conditions may also negatively impact our partners, our partners’
−Removed: access to capital, cost of capital and ability to meet liquidity needs.
+Added: Weak economic conditions, including those that cause declines or disruptions in the travel industry or reduce consumer discretionary spending have, in the past, had a material adverse impact on the Company’s business and financial performance and could have a material adverse impact on our businesses, financial performance and the market price of our common stock.
+Added: Our business and financial performance are affected by the health of the worldwide travel industry, including macroeconomic conditions and events beyond our control.
+Added: Events beyond our control, such as macroeconomic factors (such as tightening of credit markets and declines in consumer confidence), health concerns (including epidemics or 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, regional hostilities or instability, wars, terrorism, sources of political uncertainty, foreign policy changes, regional hostilities, natural disasters, imposition of taxes or surcharges by regulatory authorities, significant increases in energy costs, labor unrest or travel-related accidents, can disrupt travel globally or otherwise result in declines in travel demand.
+Added: For example, recent conflicts between Ukraine and Russia and Israel and Hamas have impacted travel to those regions and the surrounding regions.
+Added: Sales of travel and/or leisure products 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: In addition, the uncertainty of macroeconomic factors and their impact on consumer behavior makes it more difficult to forecast industry and consumer trends, which in turn has in the past and could in the future adversely affect our ability to effectively manage our business.
+Added: Leisure travel, which accounts for a substantial majority of our current business, is particularly dependent on discretionary consumer spending levels.
+Added: For example, the United States and other countries have recently experienced elevated inflation which has created economic
+Added: uncertainty and has impacted and may impact consumer demand in the travel industry.
+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.
These challenges faced in a prolonged economic downturn or deterioration in the travel industry could adversely impact our business, financial performance and share price.
The extent and duration of such impacts remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time.
−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: For example, the COVID-19 pandemic had a material impact on the travel industry, our company and our financial performance.
−Removed: In addition, in response to the COVID-19 pandemic, much of our work force began working remotely and continue to work remotely.
−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.
We operate in a competitive global environment and our failure to compete effectively could reduce our market share and harm our financial performance.
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• Experiences OTAs, such as GetYourGuide, Klook, and TUI Musement;
−Removed: Hotel metasearch providers, such as trivago, Kayak and HotelsCombined;
+Added: • Hotel metasearch providers, such as trivago, Kayak and Skyscanner;
• Online search, social media, and marketplace platforms for advertising spend, such as Google, Facebook, Twitter, Pinterest, and Snap;
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• Emerging online advertising businesses, such as ad-supported retail and entertainment platforms like Amazon, Spotify, and Walmart;
+Added: • Artificial intelligence driven travel curators, such as Travel Plan AI, Aitinerary, Wonderplan, Roam Around and similar websites;
• Traditional offline travel agencies;
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There has been a proliferation of new channels through which service providers can offer accommodations, experiences and restaurant reservations.
−Removed: Metasearch services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant’s brand to drive consumers directly to its website.
+Added: Metasearch services may lower the cost for new companies to enter the market by providing a distribution channel without the cost of promoting the new entrant’s brand to drive consumers directly to its website.
Some of our competitors offer a variety of online services and, in some cases, are willing to make little or no profit on a transaction, or offer travel services at a loss, in order to gain market share.
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The consolidation of our competitors and travel partners may affect our relative competitiveness and our travel partner relationships.
−Removed: Competition and consolidation could result in higher traffic acquisition costs, reduced margins on our advertising services, loss of market share, reduced customer traffic to our platform and reduced advertising by travel companies on our platform.
+Added: Competition and consolidation could result in higher traffic acquisition costs, reduced margins on our advertising services, loss of market share, pricing pressure, reduced customer traffic to our platform and reduced advertising by travel companies on our platform.
We rely on information technology to operate our business and remain competitive, and any failure to adapt to technological developments or industry trends could harm our businesses.
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We may not be successful, or as successful as our competitors, in developing technologies and systems that operate effectively across multiple devices and platforms in a way that is appealing to our consumers.
+Added: The markets in which we operate are characterized by rapidly changing technology, evolving industry standards, frequent new service announcements and enhancements, and changing consumer demands and preferences.
Our future success will also depend on our ability to adapt to emerging technologies such as tokenization;
−Removed: new authentication technologies, such as biometrics, distributed ledger and blockchain technologies;
+Added: chatbot, new authentication technologies, such as biometrics, distributed ledger and blockchain technologies;
new and emerging payment methods, such as Alipay, Paytm and WeChat Pay;
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and cloud technologies.
−Removed: 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.
+Added: For example, we incorporate artificial intelligence in certain of our operations.
+Added: In July 2023, we launched an AI-powered travel itinerary generator which creates personalized travel itineraries using OpenAI’s generative artificial intelligence technology.
+Added: The use of artificial intelligence in our business presents risks and challenges, including that algorithms may be flawed, datasets may be insufficient, erroneous, stale, or contain biased information, or content chosen for display to consumers by artificial intelligence systems may be discriminatory, offensive, illegal, or otherwise harmful.
+Added: These deficiencies and other failures of artificial intelligence systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm.
+Added: In addition, there is no guarantee that our itinerary generator or other artificial intelligence focused initiatives will be competitive or attract more consumers to our platform.
+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 investments 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.
+Added: We may not be able to keep up with these rapid changes and our ability to integrate and develop new and evolving technologies will require increased financial and personnel investments that could have an adverse impact on our operations unless and until we achieve expected return on these investments.
+Added: Our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services and platform to evolving industry standards and local preferences, and to continually innovate and improve the performance, features, and reliability of our services and online platforms in response to competitive service offerings and the evolving demands of the marketplace.
If we are unable to adapt to the evolving demands of our customers, we may not remain competitive, and our business and financial performance could suffer.
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We can give no assurances that the changes we make will yield the benefits we expect and will not have unintended or adverse impacts.
−Removed: If we are unable to continue offering innovative products and services and quality features that customers want to use, existing customers may become dissatisfied and use competitors’
−Removed: offerings and we may be unable to attract additional customers, which could adversely affect our business and financial performance.
+Added: If we are unable to continue offering innovative products and services and quality features that customers want to use, existing customers may become dissatisfied and use competitors’ offerings and we may be unable to attract additional customers, which could adversely affect our business and financial performance.
Our dedication to making the consumer experience our highest priority may cause us to prioritize rapid innovation and consumer experience over short-term financial results.
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
−Removed: 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 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.
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Accordingly, investors should not place undue reliance on these metrics.
−Removed: 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: Our future success depends on the performance of our key employees and our ability to attract, retain and engage senior management and a highly skilled workforce.
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.
−Removed: 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: Over the last few years, we have made several changes to our senior leadership group.
Our future performance will depend, in part, on the successful integration of these new senior level executives into their roles.
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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.
−Removed: The success of our operations and the quality of our services are also highly dependent on our ability to attract and retain skilled personnel.
+Added: The success of our operations and the quality of our services are also highly dependent on our ability to attract, retain and engage skilled personnel.
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.
−Removed: If we do not succeed in attracting well-qualified employees or retaining or motivating existing employees, our business would be adversely affected.
+Added: If we do not succeed in attracting a well-qualified workforce or retaining or motivating existing talent, our business would be adversely affected.
+Added: The composition of our work force, in terms of geographic location, in person or remote and full-time employees or independent contractors, creates challenges and risks and failure to properly manage those risks could have a negative impact on our business .
+Added: In response to the COVID-19 pandemic, much of our work force began working remotely and continue to work remotely today.
+Added: In addition, following the COVID-19 pandemic, our work force has increasingly shifted outside the U.S.
+Added: and to independent contractors versus full-time employees.
+Added: Managing a remote and independent work force can give rise to cybersecurity, legal and regulatory issues and training and compliance issues, as well as create operational or other challenges, any of which could harm our business.
+Added: For example, our workers are classified as either employees or non-employees (including as independent contractors or agency workers).
+Added: Our employees in the U.S.
+Added: are classified as either exempt from overtime or non-exempt (and therefore overtime eligible) and if we are found to have misclassified employees including as independent contractors, agency workers or independent contractors, agency workers or non-exempt employees as exempt, we could face penalties and have additional exposure under U.S.
+Added: federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as similar international laws, including for prior periods, as well as potential liability for employee overtime and benefits and tax withholdings.
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
−Removed: depend, in part, on future acquisitions, investments, commercial arrangements and/or changes in business strategies.
−Removed: Such endeavors may involve significant risks and uncertainties, including, but not limited to, the following:
+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 depend, in part, on future acquisitions, investments, commercial arrangements and/or changes in business strategies.
+Added: Such endeavors have in the past and may in the future 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: Diversion of management’s attention or other resources from our existing business;
+Added: • Diversion of management’s attention or other resources from our existing business;
• Difficulties and expenses in integrating the operations, products, technology or personnel;
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Such investments are inherently risky and our ability to liquidate any such investments is typically difficult.
−Removed: Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for the companies’
+Added: Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for the companies’ securities.
We cannot assure you that these investments will be successful or that such endeavors will result in the realization of the synergies, cost savings and innovation that may be possible within a reasonable period of time, if at all.
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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 internet for commerce.
+Added: Many regions have different economic conditions, languages, currencies, legislation, regulatory environments, levels of political stability, and consumer expectations.
We are subject to risks typical of global businesses, including, but not limited to, the following:
−Removed: Compliance with additional laws and regulations, including but not limited to, laws and regulations regarding data privacy, labor and employment, advertising, anti-competition and tax;
−Removed: Difficulties in managing staff and operations due to distance, time zones, language and cultural differences;
+Added: • Compliance with additional laws and regulations, including but not limited to, those regarding data privacy, labor and employment, advertising, anti-competition and tax;
+Added: • Difficulties in managing our human capital and operations due to distance, time zones, language, status as an independent contractor or agency worker versus employee and cultural differences;
• Restrictions on repatriation of cash and on investments in operations;
2 unchanged sentences
• Diminished ability to legally enforce contractual rights;
+Added: • Currency exchange rate fluctuations;
• Economic or political instability or laws involving economic or trade prohibitions or sanctions;
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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.
−Removed: 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.
+Added: 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, cybersecurity, 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, online editorial and user-generated content, user privacy, behavioral targeting and online advertising and liability for third-party activities.
+Added: For example, there is, and will likely continue to be, an increasing number of laws and regulations pertaining to internet and online commerce, cybersecurity, 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.
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.
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For example, many jurisdictions have adopted, and many jurisdictions are considering adopting, privacy rights and consumer protections for their residents, which legislation will continue to change the landscape for the use and protection of data and could increase the cost and complexity of delivering our services.
−Removed: Unfavorable changes could limit marketing methods and capabilities, decrease demand for products and services, impede development of new products, require significant management time, increase costs and/or subject us to additional liabilities.
+Added: Unfavorable changes could limit our marketing methods and capabilities, decrease demand for our products and services, impede development of new products, require significant management time, increase costs and/or subject us to additional liabilities.
Violations of these laws and regulations could result in penalties, criminal sanctions and/or negative publicity against us, our officers or our employees and/or restrictions on the conduct of our business.
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Any misappropriation or violation of our rights could have a material adverse effect on our business.
−Removed: Effective intellectual property protection may not be available in every jurisdiction in which our platform or services are made available and policing unauthorized use of our intellectual property is difficult and expensive.
+Added: Effective intellectual property protection may not be available in every jurisdiction in which our platform or services are made available and policing unauthorized use of our intellectual property can be difficult and expensive.
Therefore, in certain jurisdictions, we may be unable to adequately protect our intellectual property against unauthorized third-party copying or use.
We cannot be sure that the steps we have taken will prevent misappropriation or infringement of our intellectual property.
−Removed: Furthermore, we may need to go to court or other tribunals in order to enforce our rights or scope of the proprietary rights of others.
+Added: Furthermore, we may need to go to court or other tribunals in order to enforce our rights or the proprietary rights that we have lawfully obtained from others.
These proceedings might result in substantial costs and diversion of resources and management attention, and we cannot accurately predict the likelihood of success in such proceedings.
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We cannot be sure that such licenses will be available on commercially reasonable terms, if at all.
−Removed: From time to time, in the ordinary course of our business, we have been subject to, and are currently subject to, legal proceedings and claims relating to third-party intellectual property rights, and we expect that third parties will continue to assert intellectual property claims against us, particularly as we expand the complexity and scope of our platform and services.
+Added: From time to time, in the ordinary course of our business, we have been subject to, and are currently subject to, legal proceedings and claims relating to third-party intellectual property rights, often related to user-generated content, and we expect that third parties will continue to assert intellectual property claims against us, particularly as we expand the complexity and scope of our platform and services.
Successful intellectual property claims against us could result in significant monetary liability or prevent us from operating our business, or portions of our business, or require us to change business practices or develop non-infringing intellectual property, which could require significant effort and expense.
−Removed: In addition, resolution of claims may require us to obtain releases or licenses to use intellectual property rights belonging to third-parties, which may be expensive to procure, or possibly to cease using those rights altogether.
+Added: In addition, resolution of claims may require us to obtain releases or licenses to use intellectual property assets belonging to third-parties, which may be expensive to procure, or possibly to cease using those assets altogether.
Any of these events could have a material adverse effect on our business, results of operations and financial condition.
+Added: Greenhouse gas emissions are driving global climate change that is expected to have various impacts on travel, including the world’s transportation infrastructure and tourist destinations, and such impact could have a negative impact on our operations.
+Added: The long-term effects of climate change on the global economy and the industry in which we operate and our business, in particular, are unclear;
+Added: however, we recognize that there are inherent climate-related risks wherever business is conducted.
+Added: For example, a s climate change continues to warm the planet and make weather more extreme, much of the world’s transportation infrastructure will become less safe and reliable.
+Added: Some of today’s popular tourist destinations may become intolerable as heat waves make some places unbearable and increase the chance of forest fires.
+Added: Some may disappear altogether as rising seas flood low-lying islands and coastal areas.
+Added: Venice, a UNESCO World Heritage site, has always been vulnerable to flooding, but in the last 20 years, there have been almost as many “high water” floods as during the previous 100 years.
+Added: In other major cities, such as Amsterdam, Tokyo, Cape Town, Rio de Janeiro and New York, extreme flooding could also become a regular occurrence.
+Added: Cruise ship tourism has a larger carbon footprint than any other kind of travel and extreme weather such as intense hurricanes and storms is making cruising more dangerous.
+Added: Rising sea levels can make it difficult for cruise ships to dock at coastal ports because they are vulnerable to changing sea levels, as well as extreme weather.
+Added: Rising seas also degrade beaches and pose significant risks to the very viability of some low-lying cruise destinations, such as Key West, Fla., Fiji, Palau, Seychelles, and the Maldives.
+Added: Coastal tourism, the largest component of the tourism industry, is threatened also by the acidification of oceans.
+Added: Half of the world’s coral reefs, which contribute billions annually to global tourism income each year, have already been lost or seriously damaged.
+Added: Australia’s Great Barrier Reef, which has sustained serious damage from ocean acidification caused by the ocean’s uptake of CO2, coral bleaching, pollution, overfishing—and too much tourism—has lost more than half of its corals since 1995.
+Added: Shifts in consumer preferences and governmental policy developments have the potential individually or collectively to significantly disrupt travel and impact our business as well as negatively affect our suppliers, business partners and members.
+Added: Experiencing or addressing the various physical, regulatory and adaptation/transition risks from climate change may impact our revenues and profitability.
Increased focus on our environmental, social, and governance ("ESG") responsibilities have and will likely continue to result in additional costs and risks, and may adversely impact our reputation, employee retention, and willingness of customers and partners to do business with us .
Institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers and other stakeholders are increasingly focused on ESG practices of companies.
+Added: Some investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions relating to ESG are inadequate.
+Added: Our disclosures on these matters, or a failure to meet evolving stakeholder expectations for ESG practices and reporting, may potentially harm our reputation and customer relationships.
+Added: As ESG best practices and reporting standards continue to develop, we may incur increasing costs relating to ESG monitoring and reporting and complying with ESG initiatives.
The standards for tracking and reporting on ESG matters and disclosure frameworks are relatively new, have not been harmonized, and continue to evolve.
Ensuring there are systems and processes in place to comply with the various ESG tracking and reporting obligations may 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 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.
−Removed: 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.
−Removed: Failure to comply with those laws and regulations could give rise to liabilities.
−Removed: The security of data when engaging in electronic commerce is essential to maintaining consumer and service provider confidence in our services.
+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
+Added: actions by stockholders or stakeholders.
+Added: In addition, if our competitors’ ESG performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors.
+Added: Risks Related to Information Security, Cybersecurity and Data Privacy
+Added: Our processing, storage and use of personal information and other data subjects us to risks and laws and regulations and could give rise to cyberattacks and other risks, including damage to our reputation and value of our brands.
+Added: Information and data security is essential to maintaining consumer and service provider confidence in our services and brands.
We are subject to a variety of laws in the U.S.
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.
−Removed: The regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future.
In addition, practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet have recently come under increased public scrutiny.
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 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/or additional costs and could have a negative impact on our business.
−Removed: We accept payments from consumers and our business partners using a variety of methods, including credit, debit and invoicing.
−Removed: We are susceptible to fraudulent activity and cybercrime generally and with respect to this payment facilitation activity.
−Removed: 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.
−Removed: 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.
−Removed: 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: These laws, regulations and/or requirements result in significant costs.
−Removed: If we fail to comply 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
−Removed: types of online payments.
−Removed: 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.
−Removed: Additionally, our marketplace activities in the U.K.
−Removed: and Europe require us to obtain or operate under a payment institution license under the Payment Services Directive Two (“PSD2”).
−Removed: PSD2 requires a license to perform certain defined “payment services”
−Removed: in a European Economic Area (“EEA”) member state.
−Removed: Conditions for obtaining and complying with the license include minimum capital requirements, establishment of procedures for safeguarding funds, and certain governance and reporting requirements.
−Removed: 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.
−Removed: We have obtained a payment institution license in the U.K.
−Removed: As a result of Brexit, we are no longer able to passport our U.K.
−Removed: license to the EEA.
−Removed: 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.
−Removed: 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.
−Removed: If we are ultimately deemed to be in violation of one or more money transmitter or other similar statutes or regulatory requirements related to the handling or moving of money in the U.S., the EEA or other jurisdictions, we may be subject to the imposition of fines or restrictions on our business, our ability to offer some or all of our services in the relevant jurisdiction may be suspended, and we may be subject to civil or criminal liability and our business, results of operations and financial position could be materially adversely affected.
+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 fines, 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, brands, market share and financial results.
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.
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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 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.
+Added: Breaches of our security measures and those of our partners 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.
In addition, to the extent that we do experience a data breach, remediation may be costly and we may not have adequate insurance to cover such costs.
−Removed: Computer programmers and hackers also may be able to develop and deploy viruses, worms, ransomware and other malicious software programs that attack our products or otherwise exploit any vulnerabilities in our systems, or attempt to fraudulently induce our employees, consumers, or others to disclose passwords or other sensitive information or unwittingly provide access to our systems or data.
−Removed: In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs”
−Removed: and other problems that could unexpectedly interfere with the operation of the system.
−Removed: We may need to expend significant resources to protect against security breaches or to investigate and address problems caused by cyber or other security problems.
+Added: We and our third party partners and vendors are at constant risk of cyber-attacks or cyber intrusions via viruses, worms, break-ins, malware, ransomware, phishing attacks, hacking, denial-of-service attacks or other attacks and similar disruptions from the unauthorized use of or access to computer systems (including from internal and external sources) that attack our products or otherwise exploit any vulnerabilities in our systems or those of our third party partners and vendors, or attempt to fraudulently induce our employees, consumers, third party partners and vendors or others to disclose passwords or other sensitive information or unwittingly provide access to our systems or data.
+Added: These types of incidents continue to be prevalent and pervasive across industries, including in our industry, and such attacks on our systems have occurred in the past and are expected to occur in the future.
+Added: In addition, we expect the amount and sophistication of the perpetrators of these attacks to continue to expand, which could include nation-state actors.
+Added: Any such incident could lead to interruptions, delays or website outages, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential information.
+Added: In addition, sophisticated hardware and operating system software and applications that we produce or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system.
+Added: We have in the past and may in the future need to expend significant resources to protect against security breaches or to investigate and address problems caused by cyber or other security problems.
+Added: There are no assurances that our programs and actions taken to protect against security breaches or to investigate and address problems related to cyber or other security problems will be sufficient to prevent or limit the impact of any cyber intrusion or related attack.
Failure to adequately protect against attacks or intrusions, whether for our own systems or systems of vendors, could expose us to security breaches that could have an adverse impact on our financial performance.
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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
−Removed: publicity, damage to reputation, exposure to risk of loss and possible liability due to regulatory penalties and sanctions.
+Added: Security breaches or the perceived threat of a breach or perceived breach could result in interruptions in service, negative publicity, damage to reputation, cause our users, suppliers and/or partners to cease doing business with us or do business with us less frequently, exposure to risk of loss and possible liability due to lawsuits, enforcement actions, investigations, 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.
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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.
−Removed: Companies such as Apple and Google have introduced new policies governing developers’
−Removed: use of cookies and similar tracking technologies, including enhanced disclosure and opt in requirements.
+Added: Companies such as Apple and Google have introduced new policies governing developers’ use of cookies and similar tracking technologies, including enhanced disclosure and opt in requirements.
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.
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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.
+Added: We are subject to risks associated with processing 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: As we offer new payments options to customers, we may be subject to additional regulations, compliance requirements and fraud.
+Added: 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.
+Added: 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.
+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’ 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: In addition, for certain payment methods, including credit and debit cards, we pay interchange and other fees and we are subject to receivable holdbacks, which may increase over time and raise our operating costs and lower profitability.
+Added: Additionally, our marketplace activities in the U.K.
+Added: and Europe require us to obtain or operate under a payment institution license under the Payment Services Directive Two (“PSD2”).
+Added: PSD2 requires a license to perform certain defined “payment services” in a European Economic Area (“EEA”) member state.
+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.
+Added: 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 our EU application has
+Added: been submitted during 2023 and currently under consideration by the EU, we may not receive the EU license on a timely basis if at all.
+Added: 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.
+Added: If we are ultimately deemed to be in violation of one or more money transmitter or other similar statutes or regulatory requirements related to the handling or moving of money in the U.S., the EEA or other jurisdictions, we may be subject to the imposition of fines or restrictions on our business, our ability to offer some or all of our services in the relevant jurisdiction may be suspended, and we may be subject to civil or criminal liability and our business, results of operations and financial position could be materially adversely affected.
Risks Related to Financial Matters
+Added: We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which could cause our stock price to decline.
+Added: From time to time, we release earnings guidance in our quarterly and annual earnings conference calls, quarterly and annual earnings releases, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release.
+Added: This guidance includes forward-looking statements based on projections prepared by our management.
+Added: Projections are based upon a number of assumptions and estimates that are based on information known when they are issued, and, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies relating to our business, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change.
+Added: Guidance is necessarily speculative in nature, and some or all of the assumptions underlying the guidance furnished by us may not materialize or may vary significantly from actual outcomes.
+Added: Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release.
+Added: Actual results may vary from our guidance and the variations may be material.
+Added: In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.
Our financial results are difficult to forecast;
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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
−Removed: 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: 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 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.
10 unchanged sentences
• Effect share repurchases;
+Added: • Effect investments;
• Enter into secured financing arrangements;
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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 the 2026 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.
If any of the hedge counterparties become subject to insolvency proceedings, we will become an unsecured creditor with a claim equal to our exposure at that time under our transactions with such counterparties.
−Removed: Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in the market price and in the volatility of our common stock.
+Added: Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in the market price and in the volatility of our common
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.
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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: 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.
−Removed: 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.
−Removed: 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.
−Removed: The proposed framework, once enacted, envisages new international tax rules and the removal of all digital services taxes.
−Removed: As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations is uncertain.
−Removed: 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.
+Added: For example, changes in the tax laws of foreign jurisdictions could arise as a result of the Organization for Economic Cooperation and Development (“OECD”)’s Base Erosion and Profit Shifting Project to address the tax challenges arising from digitalization.
+Added: Over the last several years, the OECD has been developing its “two pillar” project to address the tax challenges arising from digitalization.
+Added: The OECD project, if broadly implemented by participating countries, will result in significant changes to the international taxation system under which our current tax obligations are determined.
+Added: Pillar Two of the project calls for a minimum tax rate on corporations of 15% and has begun to be implemented by a significant number of countries starting in 2024.
+Added: The OECD and implementing countries are expected to continue to offer further guidance to the rules, however, the impact of Pillar Two is not expected to be material at this time.
+Added: The Company will continue to monitor developments to determine any potential impact of Pillar Two in the countries in which we operate.
+Added: Pillar One, which would reallocate profits from the largest and most profitable businesses to countries where the customers of those businesses are located, remains under discussion at the OECD, and its implementation remains uncertain.
+Added: If implemented, Pillar One would potentially result in the removal of unilateral digital services tax initiatives, such as those enacted in France, Italy, Spain, and the U.K.
+Added: In July 2023, more than 138 countries and jurisdictions agreed to refrain from imposing newly enacted digital service tax initiatives or similar measures before December 31, 2024, provided the Pillar One negotiations have made sufficient progress by the end of 2023.
+Added: In December 2023, the OECD Inclusive Framework reaffirmed their commitment to achieve a consensus-based solution and to complete the multilateral agreement by June 2024, thereby extending the standstill on new digital service tax initiatives.
+Added: Furthermore, certain U.S.
+Added: states, such as Maryland, have deployed comparable digital services tax initiatives.
+Added: We will continue to monitor these
+Added: developments to determine the financial impact to the Company.
During the years ended December 31, 2023, 2022 and 2021, we recorded $18 million, $9 million and $1 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.
−Removed: The ultimate outcome of these examinations (including the Internal Revenue Service (“IRS") audit described below) cannot be predicted with certainty but could be materially different from our income tax provisions and accruals and could have a material effect on our results of operations or cash flows in the period or periods for which that determination is made.
+Added: The ultimate outcome of these examinations (including the Internal Revenue Service (“IRS") audit described below) cannot be predicted with certainty but could be materially different from our income tax provisions and accruals and could have a material effect on our results of operations or cash flows in the period or periods for which that determination is made.
Should the IRS or other taxing authorities assess additional taxes as a result of examinations, we may be required to record charges to our results of operations, which could harm our operating results and financial condition.
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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
−Removed: 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 jurisdictions have adopted or are considering proposals to impose obligations on remote sellers and online marketplaces to collect taxes on their behalf.
+Added: An increasing number of states have considered or adopted laws that attempt to impose tax collection obligations on out-of-state companies.
Additionally, the U.S.
−Removed: Supreme Court’s ruling in South Dakota v.
−Removed: Wayfair Inc., in which a Court reversed longstanding precedent that remote sellers are not required to collect state and local sales taxes, may have an adverse impact on our business.
+Added: Supreme Court ruled in South Dakota v.
+Added: that remote sellers are not required to collect state and local sales taxes.
+Added: In response to Wayfair or otherwise, state or local governments have adopted and may continue to adopt, or begin to enforce, laws requiring us to calculate, collect and remit taxes on sales in their jurisdictions.
Also, as described in more detail above, certain U.S.
states and countries in which we do business have enacted or proposed digital services tax initiatives.
+Added: In addition, we are subject to taxes in foreign jurisdictions, such as value-added tax and goods and services tax, in connection with certain foreign sales transactions.
New or revised international, federal, state or local tax regulations or court decisions may subject us or our customers to additional sales, occupancy, income and other taxes.
We cannot predict the effect of these and other attempts to impose sales, income or other taxes on e-commerce;
−Removed: however, new or revised taxes and, in particular, sales taxes, occupancy taxes, value added taxes (“VAT”), and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of selling products and services over the internet.
+Added: however, new or revised taxes and, in particular, sales taxes, occupancy taxes, value added taxes (“VAT”), and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of selling products and services over the internet.
New taxes could also create significant increases in internal costs necessary to capture data and collect and remit taxes.
+Added: A successful assertion by one or more tax authorities requiring us to collect taxes where we presently do not do so, or to collect more taxes in a jurisdiction in which we currently do collect some taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest that we otherwise would have not accounted for in our financial statements.
Any of these events could have a material adverse effect on our business, financial results and financial condition.
−Removed: Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, occupancy, VAT or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results.
+Added: Taxing authorities have in the past and may successfully in the future assert that we should have collected or in the future should collect sales and use, occupancy, VAT or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results.
We do not collect and remit sales and use, occupancy, VAT or similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable or legally required.
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Such tax assessments, penalties and interest or future requirements may materially adversely affect our business, financial condition and operating results.
−Removed: We continue to be subject to significant potential tax liabilities in connection with the Spin-Off.
−Removed: Under the Tax Sharing Agreement between us and Expedia entered into in connection with the Spin-Off, we are generally required to indemnify Expedia for any taxes resulting from the Spin-Off (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies).
−Removed: We continue to be responsible for potential tax liabilities in connection with consolidated income tax returns filed with Expedia prior to or in connection with the Spin-Off.
−Removed: By virtue of previously filed consolidated tax returns with Expedia, we are currently under IRS audit for the 2009, 2010, and short-period 2011 tax years and, in connection with that audit, have received Notices of Proposed Adjustment from the IRS which would result in an increase in our worldwide income tax expense.
−Removed: We have requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for tax years 2009 through 2011.
−Removed: The outcome of these matters or any other audits could subject us to significant tax liabilities.
−Removed: 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.
−Removed: 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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and planning risk related to changes in exchange rates between the time we prepare our annual and quarterly forecasts and when actual results occur.
−Removed: For example, in the event that one or more European countries were to replace the Euro with another currency, our sales into such countries, or into Europe generally, would likely be adversely affected until stable exchange rates are established.
+Added: For example, in the event that one or more European countries were to replace the Euro with another currency, our sales into such countries, or into Europe generally, would likely be adversely affected until stable
+Added: exchange rates are established.
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 revenue growth in future periods.
+Added: dollar against the Euro or the British pound, have in the past and could in the future 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
−Removed: 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 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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Our Chairman, Gregory Maffei, and Director Albert Rosenthaler, also serve as officers and directors of LTRIP.
−Removed: 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’
+Added: 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’ interests.
LTRIP is not restricted from investing in other businesses related to our business.
−Removed: LTRIP’s control of us, as well as the provisions of our organizational documents and Delaware law, may discourage or prevent a change of control that might otherwise be beneficial, which may reduce the market price of our common stock.
+Added: LTRIP’s control of us, as well as the provisions of our organizational documents and Delaware law, may discourage or prevent a change of control that might otherwise be beneficial, which may reduce the market price of our common stock.
The market price and trading volume of our common stock has experienced, and could continue to experience in the future, substantial volatility.
The market price of our common stock is affected by a number of factors, including:
−Removed: Quarterly variations in our or our competitors’
−Removed: results of operations;
+Added: • Quarterly variations in our or our competitors’ results of operations;
• Changes in earnings estimates or recommendations by securities analysts;
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• Developments in our industry, including changes in governmental regulations;
−Removed: General market conditions and other factors.
+Added: • General market conditions and other factors, such as macroeconomic conditions and geopolitical events.
In the past, the stock market has experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
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These broad market and industry fluctuations and general economic, political and market conditions, such as recessions, interest rate changes or foreign currency exchange fluctuations, may negatively impact the market price of our common stock regardless of our actual operating performance.
−Removed: We are currently relying on the “controlled company”
−Removed: exemption under Nasdaq Stock Market Listing Rules, pursuant to which “controlled companies”
−Removed: are exempt from certain corporate governance requirements otherwise applicable under Nasdaq listing rules.
−Removed: The Nasdaq Stock Market Listing Rules exempt “controlled companies,”
−Removed: or companies of which more than 50% of the voting power is held by an individual, a group or another company, from certain corporate governance requirements.
+Added: We are currently relying on the “controlled company” exemption under Nasdaq Stock Market Listing Rules, pursuant to which “controlled companies” are exempt from certain corporate governance requirements otherwise applicable under Nasdaq listing rules.
+Added: The Nasdaq Stock Market Listing Rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an individual, a group or another company, from certain corporate governance requirements.
We currently rely on the controlled company exemption for certain of the above requirements, including the requirement that director nominees be selected or recommended to the Board of Directors by a majority of its independent directors or by a nominating committee that is composed entirely of independent directors.
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We do not pay regular quarterly or annual cash dividends on our stock.
−Removed: Any determination to pay dividends is at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors.
+Added: Any determination to pay dividends is at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our
+Added: Board of Directors.
Therefore, investors should not rely on regular quarterly or annual dividend income from shares of our common stock and investors should not rely on special dividends with any regularity or at all.
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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
−Removed: 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 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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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.
+Added: We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase programs or that our share repurchase programs will enhance long-term stockholder value.
+Added: On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a new share repurchase program.
+Added: The share repurchase program has a term of two years and does not obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time.
+Added: The Executive Committee of our Board of Directors will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and at prices determined to be attractive and in the best interests of both the Company and its stockholders.
+Added: Although our Board of Directors has authorized the share repurchase programs, the share repurchase programs do not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares.
+Added: The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities.
+Added: In August 2022, Congress passed the Inflation Reduction Act, which imposes a one percent tax on stock repurchases, subject to certain adjustments, after December 31, 2022 by publicly traded U.S.
+Added: companies, including us, which may also impact our decision to engage in share repurchases.
+Added: The repurchase programs may be limited, suspended or discontinued at any time without prior notice.
+Added: In addition, repurchases of our common stock pursuant to our share repurchase programs could affect our stock price and increase its volatility.
+Added: The existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program.
+Added: Additionally, our share repurchase programs could diminish our cash reserves, which may impact our ability to finance future growth, and to pursue possible future strategic opportunities and acquisitions.
+Added: There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock.
+Added: Although our share repurchase programs are intended to enhance long-term stockholder value, there is no assurance that they will do so and short-term stock price fluctuations could reduce the program’s effectiveness.
Unresolve d Staff Comments
+Added: Cybe rsecurity
+Added: In an era marked by rapid technological evolution, the business landscape is increasingly data-driven.
+Added: Companies, including ours, collect, store, and leverage data to glean valuable insights about our members and travel trends;
+Added: deliver relevant content to our members, suppliers, and business partners and enhance operational efficiency.
+Added: This collection and leverage of data exposes us to potential cybersecurity threats.
+Added: As a result, we have implemented a cybersecurity risk management framework that is designed to identify, assess, and mitigate risks from cybersecurity threats related to this data and systems and our business operations.
+Added: Risk Management Oversight and Governance
+Added: The Board of Directors is responsible for overseeing risks related to cybersecurity and has delegated to the Audit Committee oversight over cybersecurity risks.
+Added: The Audit Committee is responsible for reviewing and discussing with management the processes to identify, assess and manage cybersecurity threats, as well as to identify, assess and, to the extent required, disclose material cybersecurity threats.
+Added: Management is responsible for the day-to-day risk management process, including the identification of risks and implementation of policies and procedures designed to manage, mitigate or monitor cyber risks.
+Added: In support of these responsibilities, management has designated a Chief Compliance Officer and formed a Compliance Committee to implement, manage and oversee a corporate compliance program.
+Added: The Compliance Committee is responsible for understanding the global risk landscape of the company and for working to ensure that we have a compliance program in place designed to mitigate, manage and/or monitor risks.
+Added: The Compliance Committee consists of, among others, our Chief Financial Officer (“CFO”), Chief Legal Officer (“CLO”) and Chief Compliance Officer (“CCO”).
+Added: The CCO has established an Information Governance and Privacy Committee responsible for oversight of privacy and cybersecurity risks.
+Added: The Information Governance and Privacy Committee consists of our Chief Information Security Officer (“CISO”) and CCO, as well as representatives from engineering, product development and data privacy.
+Added: The Information Governance and Privacy Committee meets regularly to discuss and monitor information uses and governance and risks associated with our information assets, including prevention, detection, mitigation and remediation of risks from cybersecurity threats.
+Added: Our CISO reports to our CCO.
+Added: The CCO reports to the Compliance Committee and the CLO.
+Added: The CFO and CLO report directly to the company’s Chief Executive Officer.
+Added: Each of the CFO, CLO, CCO and CISO report regularly to our Board of Directors on, among other matters, our global risk landscape and risk management efforts, including those related to cybersecurity risks.
+Added: Our CISO has primary responsibility for managing our cybersecurity threat management program.
+Added: The CISO is a Certified Information Security Systems Professional (CISSP), with more than 15 years of experience in building and leading information security teams and has worked at a variety of companies to implement and manage cybersecurity programs.
+Added: Those entities have included large, publicly-traded companies.
+Added: His experience includes developing and maintaining tools and processes to protect internal networks, customer payment systems and telecommunications networks used by customers to transmit data.
+Added: Our CISO leads an Information Security team that meets regularly.
+Added: The CISO updates the executive management team on cybersecurity developments.
+Added: Our CISO meets at least annually with each of the Compliance Committee and the Audit Committee to discuss cybersecurity threats and the risk management programs.
+Added: The CISO provides information, as appropriate, about the sources and nature of risks the Company faces and how management assesses such risks.
+Added: Our CISO also provides a quarterly report to the Audit Committee on trends and observations concerning cyber threats and actions being taken to mitigate those risks.
+Added: The Chair of the Audit Committee reports quarterly to the full Board of Directors and that report includes a summary of the CISO’s report.
+Added: Processes for the Identification of Risks from Cybersecurity Threats
+Added: The Compliance Committee, working with the CISO and the Information Security team, has developed a cybersecurity risk management program that aims to address the following key areas:
+Added: • Identification of assets at risk from cybersecurity threats;
+Added: • Identification of potential sources of cybersecurity threats;
+Added: • Assessment of the status of protections in place to prevent or mitigate cybersecurity threats;
+Added: • Approaches to mitigating and managing the material cybersecurity risks;
+Added: • A process for regular reporting to the Compliance Committee and Board of Directors (directly and through the Audit Committee).
+Added: The Company’s risk assessment and mitigation program is centered on the following components:
+Added: • Identification of material risks (primarily through enterprise risk assessments);
+Added: • An evaluation of the likelihood of such risk occurring, the potential impact and the control strength, consideration for compensating controls to mitigate the risk;
+Added: • Prioritization of different material risk items based on, among other things, the results of our evaluation;
+Added: • Establishment of a process for addressing those risks.
+Added: Our Internal Audit team reviews, monitors and audits various aspects of the Company’s enterprise risk management program to evaluate whether risks, including cybersecurity risks, are appropriately identified and managed.
+Added: Internal Audit periodically reports to the Audit Committee on the Company’s cybersecurity risk mitigation efforts.
+Added: The Audit Committee Chair, in turn, reports to the full Board of Directors.
+Added: We have several employee training and development programs that are designed to, among others, raise awareness of cybersecurity risks impacting the business to encourage consideration and facilitate managing those risks.
+Added: To assess the effectiveness of our program, we periodically conduct penetration testing and other vulnerability analyses.
+Added: As part of the assessment of the protections we have in place to mitigate risks, we engage third parties to conduct risk assessments on our systems.
+Added: Before purchasing third-party technology or other solutions and partnerships that involve exposure to the Company’s assets and electronic information, our Information Security and Privacy team undertake due diligence to assess any key data privacy or information security risks.
+Added: For additional information about the cybersecurity risks, see “Risk Factors” under the section entitled "Risks Related to Information Security, Cybersecurity and Data Privacy" in Part I, Item 1A of this Annual Report on Form 10-K.
As of December 31, 2023, 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 (the “Headquarters Lease”).
−Removed: 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.
−Removed: 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.
+Added: We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts, which has an expiration date of December 2030 and an option to extend the lease term for two consecutive terms of five years each.
+Added: We also lease an aggregate of approximately 340,000 square feet of office space at nearly 30 locations across North America, Europe and Asia Pacific, in cities such as New York, London, Sydney, Barcelona and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates.
We believe that our current facilities are adequate for our current operations and that additional leased space can be obtained on reasonable terms if needed.
Legal Pr oceedings
−Removed: Refer to “Note 12:
−Removed: Commitments and Contingencies ”
−Removed: 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.
−Removed: For an additional discussion of certain risks associated with legal proceedings, see “Risk Factors”
−Removed: in Part I, Item 1A of this Annual Report on Form 10-K.
+Added: Refer to “Note 11:
+Added: Commitments and Contingencies ” in the notes to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, for further information regarding any legal proceedings.
+Added: For an additional discussion of certain risks associated with legal proceedings, see “Risk Factors” 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.