What changed in this filing

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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-17 · 27 added, 89 removed, 128 unchanged (48% of the section changed)

2 unchanged sentences

As of December 31, 2023, our management, with the participation of our Chief Executive Officer and President and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with GAAP.

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and President and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Pursuant to Exchange Act Rule 13a-15(d) or 15d-15(d), management has concluded that, as of December 31, 2023, our internal control over financial reporting was effective.

Management has reviewed its assessment with the Audit Committee.

KPMG LLP, an independent registered public accounting

firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in their report which is included below.

KPMG LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report which is included below.

Limitations on Effectiveness of Controls and Procedures

7 unchanged sentences

We have audited Tripadvisor, Inc.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 17, 2023 expressed an unqualified opinion on those consolidated financial statements.

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 16, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

5 unchanged sentences

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

3 unchanged sentences

Other Information

Not applicable.

During the fourth quarter of 2023, none of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

25 unchanged sentences

333-175828-01

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Indenture, dated July 9, 2020, among Tripadvisor, Inc., the guarantors party thereto and U.S.

5 unchanged sentences

Governance Agreement, by and among Tripadvisor, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011

Assignment and Assumption of Governance Agreement by and among Tripadvisor, Inc.

and Liberty Tripadvisor Holdings, dated as of August 12, 2014

Tax Sharing Agreement by and between Tripadvisor, Inc.

and Expedia, Inc., dated as of December 20, 2011

Amended and Restated Tripadvisor, Inc.

2011 Stock and Annual Incentive Plan

Tripadvisor, Inc.

2018 Stock and Annual Incentive Plan

Tripadvisor, Inc.

Deferred Compensation Plan for Non-Employee Directors

2 unchanged sentences

for the benefit of Normandy Gap-V Needham Building 3, LLC, as landlord

Employment Agreement between Tripadvisor LLC and Seth Kalvert, effective as of May 19, 2016

Amendment to Employment Agreement between Tripadvisor LLC and Seth Kalvert, dated as of February 19, 2018

Employment Agreement between Tripadvisor LLC and Stephen Kaufer, effective as of March 31, 2014

Amendment to Employment Agreement between Tripadvisor LLC and Stephen Kaufer, effective as of November 28, 2017

Amended and Restated Option Agreement dated June 5, 2017 between Stephen Kaufer and Tripadvisor, Inc .

Stock Option Agreement (time-based) between Stephen Kaufer and Tripadvisor, Inc.

dated November 28, 2017

RSU Agreement (time-based) between Stephen Kaufer and Tripadvisor, Inc.

dated November 28, 2017

RSU Agreement (performance based (market)) between Stephen Kaufer and Tripadvisor, Inc.

dated November 28, 2017

RSU Agreement (performance based (financial and strategic)) between Stephen Kaufer and Tripadvisor, Inc.

dated November 28, 2017

2010 Stock Incentive Plan

Credit Agreement dated as of June 26, 2015 by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor LLC, JPMorgan Chase Bank, N.A., as Administrative Agent;

Morgan Europe Limited, as London Agent;

Morgan Stanley Bank, N.A.;

Bank of America, N.A.;

SunTrust Bank;

Wells Fargo Bank, National Association;

Bank of Canada;

Barclays Bank PLC;

Bank National Association;

Citibank, N.A.;

The Bank of Tokyo-Mitsubishi UFJ, Ltd.;

Goldman Sachs Bank USA;

and Deutsche Bank AG New York Branch

First Amendment, dated as of May 12, 2017, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor LLC and other Subsidiary Loan Parties party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P.Morgan Europe Limited, as London Agent

Second Amendment, dated as of May 5, 2020, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor LLC, the other Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent, BofA Securities, Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., SunTrust Robinson Humphrey, Inc., and U.S.

Bank National Association, as Joint Lead Arrangers and Joint Bookrunners;

Bank of America, N.A., BMO Capital Markets Corp., BNP Paribas Securities Corp., SunTrust Robinson Humphrey, Inc.

Bank National Association, as Co-Syndication Agents;

and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc.

and Wells Fargo Bank, National Association, as Co-Documentation Agents.

Third Amendment, dated as of December 17, 2020, by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor LLC, the other Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent, BofA Securities, Inc., BMO Capital markets Corp., BNP Paribas Securities Corp., Truist Securities, Inc., and U.S.

Bank National Association, as Joint Lead Arrangers and Joint Bookrunners;

Bank of America, N.A., BMO Capital Markets Corp., BNP Paribas Securities Corp., Truist Securities, Inc.

Bank National Association, as Co-Syndication

and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc.

and Wells Fargo Bank, National Association, as Co-Documentation Agents.

Employment Agreement, dated as of October 6, 2015, between Tripadvisor, LLC and Ernst Teunissen

Amendment to Employment Agreement, dated as of November 28, 2017, between Tripadvisor, LLC and Ernst Teunissen

Second Amendment to Employment Agreement, dated as of May 8, 2020, between Tripadvisor, LLC and Ernst Teunissen

Amendment and Restatement Agreement, dated as of June 29, 2023, to the Credit Agreement dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

Executive Severance Plan and Summary Plan Description

Form of Tripadvisor Media Group Master Advertising Insertion Order

Form of Option Agreement (Domestic)

3 unchanged sentences

Form of Restricted Stock Unit Agreement (French)

Form of Restricted Stock Unit Agreement (Performance Based)

Form of Restricted Stock Unit Agreement (Non-Employee Directors)

1 unchanged sentence

and Trip.com Group Limited

Amendment No.

1 to 2018 Stock and Annual Incentive Plan

Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert

Offer Letter, dated as of September 14, 2018, between Tripadvisor, LLC and Lindsay Nelson

Offer Letter, dated as of February 13, 2019, between Tripadvisor, LLC and Kanika Soni

Form of Capped Call Confirmation

RSU Agreement (Time-Based) between Stephen Kaufer and Tripadvisor, Inc.

dated as of December 31, 2021

Option Agreement (Domestic) between Stephen Kaufer and

Tripadvisor, Inc.

dated as of December 31, 2021

Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg

Consulting Services Agreement dated May 3, 2022 between Tripadvisor LLC and Stephen Kaufer.

Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan

Transition Services Agreement dated October 10, 2022 between Tripadvisor LLC and Ernst Teunissen

Tripadvisor, Inc.

2023 Stock and Annual Incentive Plan

Subsidiaries of the Registrant

5 unchanged sentences

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Tripadvisor, Inc.

Incentive Compensation Clawback Policy, dated November 1, 2023

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

29 unchanged sentences

/s/ BETSY MORGAN

/s/ GREG O’HARA

Greg O’Hara

/s/ GREG O’HARA

/s/ JEREMY PHILIPS

1 unchanged sentence

/s/ ALBERT E.

/s/ JANE JIE SUN

/s/ ROBERT S.

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.

What changed 10-K

Item 9A. Controls and Procedures