TripAdvisor, Inc. 10-K

Item 9A . Controls and Procedures Evaluation of Disclosure Controls and Procedures 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, 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. 111 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, 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, 2023, as stated in their report which is included below. Limitations on Effectiveness of Controls and Procedures Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Tripadvisor, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Tripadvisor, Inc. 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 112 U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Boston, Massachusetts February 16, 2024 Item 9B . Other Information 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). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10 . Directors, Executive Officers and Corporate Governance The information required under this item is incorporated herein by reference to our 2024 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023. Item 11 . Executive Compensation The information required under this item is incorporated herein by reference to our 2024 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023. 113 Item 12 . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required under this item is incorporated herein by reference to our 2024 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023. Item 13 . Certain Relationships and Related Transactions, and Director Independence The information required under this item is incorporated herein by reference to our 2024 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023. Item 14 . Principal Accounting Fees and Services The information required under this item is incorporated herein by reference to our 2024 Proxy Statement, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023. 114 PART IV Item 15 . Exhibit and Financial Statement Schedules (a) The following is filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements : The consolidated financial statements and report of independent registered public accounting firms required by this item are included in Part II, Item 8. All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in the notes thereto. (b) Exhibits: Incorporated by Reference Exhibit No. Exhibit Description Filed Herewith Form SEC File No. Exhibit No. Filing Date 3.1 Restated Certificate of Incorporation of Tripadvisor, Inc. 8-K 001-35362 3.1 12/27/11 3.2 Amended and Restated Bylaws of Tripadvisor, Inc. 8-K 001-35362 3.2 12/27/11 3.3 Amendment No. 1 to Amended and Restated Bylaws of Tripadvisor, Inc. 8-K 001-35362 3.1 2/12/13 4.1 Specimen Tripadvisor, Inc. Common Stock Certificate S-4/A 333-175828-01 4.6 10/24/11 4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-35362 4.2 2/19/20 4.3 Indenture, dated July 9, 2020, among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (as successor trustee to Wilmington Trust, National Association) 8-K 001-35362 4.1 7/9/20 4.4 Form of Senior Note (included in Exhibit 4.1) 8-K 001-35362 4.2 7/9/20 4.5 Indenture, dated as of March 25, 2021, by and among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee 8-K 001-35362 4.1 3/25/21 4.6 Form of 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) 8-K 001-35362 4.2 3/25/21 10.1 Governance Agreement, by and among Tripadvisor, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011 8-K 001-35362 10.1 12/27/11 10.2 Assignment and Assumption of Governance Agreement by and among Tripadvisor, Inc. and Liberty Tripadvisor Holdings, dated as of August 12, 2014 X 10.3 Tax Sharing Agreement by and between Tripadvisor, Inc. and Expedia, Inc., dated as of December 20, 2011 8-K 001-35362 10.2 12/27/11 115 10.4+ Tripadvisor, Inc. Deferred Compensation Plan for Non-Employee Directors S-8 333-178637 4.6 12/20/11 10.5 Corporate Headquarters Lease with Normandy Gap-V Needham Building 3, LLC, as landlord, dated as of June 20, 2013 10-Q 001-35362 10.1 7/24/13 10.6 Guaranty dated June 20, 2013 by Tripadvisor, Inc. for the benefit of Normandy Gap-V Needham Building 3, LLC, as landlord 10-Q 001-35362 10.2 7/24/13 10.7 Amendment and Restatement Agreement, dated as of June 29, 2023, to the Credit Agreement dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent 8-K 001-35362 10.1 7/6/23 10.8+ Executive Severance Plan and Summary Plan Description 10-Q 001-35362 10.4 8/8/17 10.9+ Form of Option Agreement (Domestic) 10-Q 001-35362 10.2 5/6/21 10.10+ Form of Option Agreement (International) 10-Q 001-35362 10.3 5/6/21 10.11+ Form of Restricted Stock Unit Agreement (Domestic) 10-Q 001-35362 10.1 5/3/23 10.12+ Form of Restricted Stock Unit Agreement (International) 10-Q 001-35362 10.2 5/3/23 10.13+ Form of Restricted Stock Unit Agreement (French) 10-Q 001-35362 10.3 5/3/23 10.14+ Form of Restricted Stock Unit Agreement (Performance Based) 10-Q 001-35362 10.4 5/3/23 10.15+ Form of Restricted Stock Unit Agreement (Non-Employee Directors) 10-Q 001-35362 10.2 8/1/18 10.16 Governance Agreement dated as of November 6, 2019 between Tripadvisor, Inc. and Trip.com Group Limited 8-K 001-35362 10.1 11/6/19 10.17+ Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert 10-Q 001-35362 10.7 5/6/21 10.18 Form of Capped Call Confirmation 8-K 001-35362 10.1 3/25/21 10.19+ Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg 8-K 001-35362 10.1 5/4/22 10.20+ Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan 8-K 001-35362 10.1 10/11/22 10.21+ Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan X 116 21.1 Subsidiaries of the Registrant X 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included in signature page) X 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Tripadvisor, Inc. Incentive Compensation Clawback Policy, dated November 1, 2023 X 101.INS 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. X 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). X + Indicates a management contract or a compensatory plan, contract or arrangement. Item 16. Form 10-K Summary Not applicable. 117 Sign atures Pursuant to the requirements of the Section 13 or 15(d) of Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. TRIPADVISOR, INC. By: /s/ MATT GOLDBERG February 16, 2024 Matt Goldberg Chief Executive Officer and President PO WER OF ATTORNEY We, the undersigned officers and directors of Tripadvisor, Inc., hereby severally constitute and appoint Matt Goldberg and Michael Noonan, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all amendments to this report, and generally to do all things in our names and on our behalf in such capacities to enable Tripadvisor, Inc. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of February 16, 2024. Signature Title /s/ MATT GOLDBERG Chief Executive Officer, President and Director (Principal Executive Officer) Matt Goldberg /s/ MICHAEL NOONAN Chief Financial Officer (Principal Financial Officer) Michael Noonan /s/ GEOFFREY GOUVALARIS Chief Accounting Officer (Principal Accounting Officer) Geoffrey Gouvalaris /s/ GREGORY B. MAFFEI Chairman of the Board Gregory B. Maffei /s/ TRYNKA SHINEMAN BLAKE Director Trynka Shineman Blake /s/ JAY C. HOAG Director Jay C. Hoag /s/ BETSY MORGAN Director Betsy Morgan /s/ GREG O’HARA Director Greg O’Hara /s/ JEREMY PHILIPS Director Jeremy Philips /s/ ALBERT E. ROSENTHALER Director Albert E. Rosenthaler 118 Director Jane Jie Sun /s/ ROBERT S. WIESENTHAL Director Robert S. Wiesenthal 119