Tripadvisor, Inc.

Notice of 2025 Annual Meeting and
Proxy Statement
and
2024 Annual Report


Notice of 2025 Annual Meeting
and Proxy Statement


1
April 30, 2025
Dear Fellow Shareholders:
In fiscal 2024, we made meaningful pr
f
ogress in our strategic priorities, the diversification of our portfol
f io, and our financial
performance. Our consolidated revenue grew 3% year over year, reaching an all time high of more than $1.8 billion, and reflecting the
distinct growth profile
f
s of each contributing segment. More than half of our revenue now comes from the growth marketpl
t aces in our
experiences and dining segments, which delivered revenue growth in the mid- and high-teens, respectively, outpacing revenue
performance in our legacy offeri
f
ngs within the Brand Tripadvisor segment. For the first time, all three of our segments positively
contributed to the profit mix
f
of the Group, with Viator and TheFork delivering an incremental $52 million to adju
d sted EBITDA versus
last year. On a consolidated basis, GAAP net income was $5 million, adju
d sted EBITDA was $339 million, and free cash flow was $70
million1.
Operationally, we continued to strengthen our role as the world’s most trus
r
ted source for travel and experiences as we extended
our leadership in the large and fast-growing experiences category, transfor
f
ming how we leverage the largest global travel guidance
platform and monetizing our unmatched audiences at scale, and reinforcing our position as the leading brand in the European dining
market:
•
At Viator, we delivered profit
f able above-market growth, leveraging our scale and growing market share, while investing
in a long-term leadership position in the experiences category. Our focus on driving marketing effi
f ciency, investing in
product enhancements, and growing our supply
u
creates a “fly
f
wheel” of value for travelers, operators and partners, as
evidenced in the double-digit growth in gross bookings value (GBV) and our operator base, as well as healthy take rates.
We believe our growing scale, trus
r
ted brands, supply
u
advantage, third party distribution, and proprietary first-party data
position us to deliver a holistic experiences platform to drive increasing value across the Group.
•
At Brand Tripadvisor, we made significant progress in our multi-year strategy, delivering new products and featur
t
es,
including the roll out of additional trip planning and hotel booking capabilities that are already improving our engagement
metrics and driving more persistent loyalty and value, across our app and site. The tangible progress we made stabilizing
traffi
f c and growing our monthly active members was a testament to the momentum in our strategy as we reversed the
declines in prior periods and built the foundation for growth, even in the face of legacy headwinds.
•
Finally, at TheFork, we continued to strengthen our position as Europe’s leading dining reservations platform, maintaining
healthy revenue growth while delivering full-year profit
f ability for the first time. This performance highlights meaningful
strategic progress with disciplined cost management while driving growth across our B2C diner base and B2B restaurant
partners and represents an important inflection point in the financial trajectory
r of this business.
We exited 2024 with momentum, and in 2025 we will continue to build on our leadership position with experiences increasingly
at the center of gravity of the Group. Travel is itself an enduring category that continues to evolve and innovate. As travelers shift the
way they discover, book, and prioritize experiences, and as AI reshapes the traveler journey from beginning to end, we will reinforce
our unique position as the world’s most trus
r
ted source for travel and experiences. We’ll do this by leaning into our Group capa
a
bi
a lities
and strengths, including our trus
r
ted brands, broad reach, authentic traveler content, high-quality data assets, and our deep supply ba
u
se.
We’ll also continue to leverage innovative technologies, including GenAI, to enhance our products, drive productivity across our
operations, and create value through our partnerships.
Finally, we recently announced the closing of the merger transaction with our controlling shareholder, Liberty TripAdvisor
Holdings, Inc. (“LTRIP”), and the retirement of our public shares previously held by LTRIP. The long-standing and suppor
u
tive
relationship with LTRIP has contributed to Tripadvisor Group’s strong foundation—one from which we’ve been able to grow and
diversify
f revenue and profit
f , while focusing on a multi-year strategy. As we look to the future as an independent public company with
1 Free cash flow for Fiscal 2024 included the impact of a net cash outflow of approximately $96 million related to a previously disclosed IRS settlement. Free
cash flow and adju
d sted EBITDA are non-GAAP measures. Please refer to “Non-GAAP Reconciliations” on the Company’s investor relations website for definitions of
our non-GAAP financial measures, as well as reconciliations to the most directly comparable GAAP measure.

2
a simplified capital structur
t
e, we believe we are well-positioned with strategic flexibility to accelerate our momentum and will remain
focused on opportunities to further increase shareholder value.
To every one
r
of our employees across the globe, we thank you for your persistence, hard work, and passion for our purpose. As
we continue on this journey together, we will explore new ways to work, innovate and learn, and re-imagine how to deliver the best
possible experience for all our customers and partners.
To our shareholders, we recognize the suppor
u
t you’ve continued to provide as we drive the business toward a future of sustainabl
a e
growth in revenue and profit.
f
We are excited to build on this relationship as we operate independently, and drive increasing value for
our stakeholders.
You are cordially invited to attend the Annual Meeting of Stockholders of Tripadvisor, Inc. to be held on Wednesday, June 18,
2025, at 1:00 p.m. Eastern Time. The Annual Meeting will be held virtua
t
lly. You may attend the meeting, subm
u
it questions and vote
your shares electronically during the meeting via the Internet by visiting www.virtua
t
lshareholdermeeting.com/TRIP2025. To enter the
Annual Meeting electronically, you will need the control number that is printed in the box marked by the arrow on your proxy card. We
recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-
in will start shortly before the meeting on June 18, 2025.
At the Annual Meeting, stockholders will be asked to vote on the matters described in the accompanying notice of annual meeting
and proxy statement, as well as such other business that may properly come before the meeting and any adjo
d urnments or postponements
thereof. Your vote is very important to us. Please review the instructions for each voting option described in this Proxy Statement and
the proxy materials. Your prompt cooperation will be greatly appreciated.
Sincerely,
MATT GOLDBERG
President and Chief Executive Offi
f cer

3
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
400 1st Avenue
Needham, Massachusetts 02494
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 18, 2025
The 2025 Annual Meeting of Stockholders of Tripadvisor, Inc., a Nevada corporation, will be held on Wednesday, June 18, 2025,
at 1:00 p.m. Eastern Time. The Annual Meeting will be held via the Internet and will be a virtua
t
l meeting. You may attend the Annual
Meeting,
subm
u
it
questions,
and
vote
your
shares
electronically
during
the
meeting
via
the
Internet
by
visiting
www.virtua
t
lshareholdermeeting.com/TRIP2025. To enter the Annual Meeting, you will need the 16-digit control number that is printed
in the box marked by the arrow on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that
you are logged in when the Annual Meeting begins. The online check-in will start shortly before the Annual Meeting on June 18, 2025.
At the Annual Meeting, stockholders will be asked to consider and vote on the following proposals:
1.
To elect the eight directors named in this Proxy Statement, each to serve for a one-year term from the date of his or her
election and until such director’s successor is elected or until such director’s earlier resignation or removal;
2.
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2025; and
3.
To consider and act upon any other business that may properly come before the Annual Meeting and any adjo
d urnments or
postpone
t
ments thereof.
Only holders of record of outstanding shares of Tripadvisor capital stock at the close of business on April 29, 2025 are entitled to
notice of and to vote at the Annual Meeting and at any adjo
d urnments or postponements thereof. We will furnish over the Internet the
Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report for the fiscal year ended December 31, 2024. Whether
or not you plan to attend the Annual Meeting, we encourage you to access and read the Proxy Statement and Annual Report. We will
send to our stockholders a Notice of Internet Availabi
a lity of Proxy Materials on or about May 8, 2025, and provide access to our proxy
materials over the Internet. You may request pape
a
r copies by following the instructions on the Notice of Internet Availabi
a lity of Proxy
Materials.
By Order of the Board of Directors,
SETH J. KALVERT
Chief Legal Offi
f cer and Secretary
r
April 30, 2025
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Stockholders to Be Held on June 18, 2025
This Proxy Statement and the 2024 Annual Report are available at:
http://ir.Tripadvisor.com/annual-proxy.cfm

4
TABLE OF CONTENTS
Page
Annual Meeting Matters............................................................................................................................................................
5
Proposal 1: Election of Directors ..............................................................................................................................................
9
Corporate Governance...............................................................................................................................................................
15
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm .........................................
25
Audit Committee Report............................................................................................................................................................
27
Executive Offi
f cers
28
Compensation Discussion and Analysis....................................................................................................................................
29
CEO Pay Ratio............................................................................................................................................................................
40
Pay Versus Performance............................................................................................................................................................
41
Executive Compensation............................................................................................................................................................
45
Director Compensation ..............................................................................................................................................................
55
Security Ownership of Certain Beneficial Owners and Management...................................................................................
57
Certain Relationships and Related Person Transactions .......................................................................................................
59
Where You Can Find More Information .................................................................................................................................
60
Annual Reports...........................................................................................................................................................................
60
Proposals by Stockholders for Presentation at the 2026 Annual Meeting............................................................................
60
Delivery of Documents to Stockholders Sharing an Address.................................................................................................
61
.......................................................................................................................................................................

5
ANNUAL MEETING MATTERS
This Proxy Statement is being furnished to holders of common stock of Tripadvisor, Inc., a Nevada corporation, in connection
with the solicitation of proxies by Tripadvisor’s Board of Directors (the “Board”) for use at its 2025 Annual Meeting of Stockholders
or any adjo
d urnment or postponement thereof (the “Annual Meeting”). All references to “Tripadvisor,” the “Company,” “we,” “our” or
“us” in this Proxy Statement are to Tripadvisor, Inc. and its subs
u
idiaries. An Annual Report to Stockholders, containing financial
statements for the year ended December 31, 2024, and this Proxy Statement are being made availabl
a e to all stockholders entitled to vote
at the Annual Meeting.
Tripadvisor’s principal executive offi
f ces are located at 400 1st Avenue, Needham, Massachusetts 02494. We will send our
stockholders a Notice of Internet Availabi
a lity of Proxy Materials on or about May 8, 2025, and provide access to our proxy materials
over the Internet.
Date, Time and Place of Meeting
The Annual Meeting will be held on Wednesday, June 18, 2025, at 1:00 p.m. Eastern Time. The Annual Meeting will be held via
the Internet and will be a completely virtua
t
l meeting. You may attend the meeting, subm
u
it questions and vote your shares electronically
during the meeting via the Internet by visiting www.virtua
t
lshareholdermeeting.com/TRIP2025. To enter the Annual Meeting, you will
need the 16-digit control number that is printed in the box marked by the arrow on your proxy card. We recommend logging in at least
fifteen minutes before the meeting to ensure that you are logged in when the meeting starts.
If you encounter any difficulties accessing the virtua
t
l meeting during the check-in or meeting time, please call the technical suppor
u
t
number that will be posted on the virtua
t
l meeting web portal. Technical suppor
u
t will be availabl
a e during this time and will remain
availabl
a e until the Annual Meeting has ended. No recording of the Annual Meeting is allowed, including audio or video recording.
Record Date and Voting Rights
The Board establ
a ished the close of business on April 29, 2025, as the record date for determining the holders of Tripadvisor
common stock entitled to notice of and to vote at the Annual Meeting. On the record date, 118,090,851 shares of common stock were
outstanding and entitled to vote at the Annual Meeting. Tripadvisor stockholders are entitled to one vote for each share of common stock
held as of the record date, voting together as a single voting group, on (i) the election of eight director nominees; and (ii) the ratification
of the appointment of KPMG LLP as Tripadvisor’s independent registered public accounting firm for the year ending December 31,
2025. Stockholders have no right to cumulative voting as to any matter, including the election of directors.
Recent Changes
Until recently, Liberty TripAdvisor Holdings, Inc. (“LTRIP”) beneficially owned 14,023,684 shares of common stock and
12,799,999 shares of Class B common stock, which shares constituted approximately 11.0% of the outstanding shares of common stock
and 100% of the outstanding shares of Class B common stock. Because each share of Class B common stock was entitled to ten votes
per share and each share of common stock is entitled to one vote per share, LTRIP was deemed to beneficially own equity securities
representing approximately 55.2% of our voting power. As such, Tripadvisor qualified as a "controlled company" under Nasdaq Stock
Market ("Nasdaq") rules due to a majority of the voting power of Tripadvisor being held by LTRIP.
On December 18, 2024, Tripadvisor, LTRIP and Telluride Merger Sub
u
Corp., a Delaware corporation (“Merger Sub”
u
) and an
indirect wholly-owned subs
u
idiary of Tripadvisor, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant
to which, and subj
u ect to certain terms and conditions (i) Merger Sub
u would be merged with and into LTRIP (the “First Merger”), with
LTRIP surviving the First Merger as an indirect, wholly-owned subs
u
idiary of the Company, and (ii) immediately following the First
Merger, LTRIP (as the surviving corporation in the First Merger) would be merged with and into TellurideSub
u LLC, a Delaware limited
liabi
a lity company and a direct wholly-owned subs
u
idiary of the Company (“ParentSub
u LLC”) (such merger, the “ParentSub LLC Merger”
and together with the First Merger, the "Merger"), with ParentSub
u LLC surviving the ParentSub
u LLC Merger as the surviving company
and a wholly-owned subs
u
idiary of the Company.
The Merger was consummated on April 29, 2025, at which time, subj
u ect to certain exceptions, (i) the shares of LTRIP Series A
Common Stock and Series B Common Stock issued and outstanding immediately prior to the effe
f ctive time of the Merger were
converted into the right to receive $0.2567 per share in cash; and (ii) all of the shares of LTRIP's 8% Series A Cumulative Redeemable
Preferred Stock issued and outstanding immediately prior to the effe
f ctive time of the Merger were converted into the right to receive, in
the aggregate, approximately $42.5 million in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessabl
a e shares
of the Company's common stock. In addition, LTRIP's 0.50% Exchangeable Senior Debentures due 2051 of approximately $326 million

6
were repurchased in accordance with their terms, with the remaining approximately $4 million to be redeemed within approximately 30
days post-close.
Following the consummation of the Merger, the Board of Directors simultaneously retired and canceled the shares of Tripadvisor
common stock and Class B common stock held by LTRIP. As a result of the Merger, the Company is no longer a controlled company
under the Nasdaq Stock Market Listing Rules (the "Nasdaq Rules") and no longer subj
u ect to the Governance Agreement between
Tripadvisor and Liberty, dated December 20, 2011 (the "Governance Agreement").
In addition, effe
f ctive April 29, 2025, Tripadvisor effe
f cted the redomestication of the Company to the State of Nevada by
conversion, which redomestication by conversion was approved by the Tripadvisor stockholders in June 2023. With respect to such
redomestication, a Certific
f ate of Conversion was filed with the Delaware Secretary of
r
State and Articles of Conversion and Articles of
Incorporation were filed with the Nevada Secretary of
r
State. This summary of the redomestication by conversion and any reference to
the Company's charter documents are qualified in their entirety by reference to Tripadvisor's Form 8-K filed with the SEC on April 29,
2025 and the Company's Articles of Incorporation and Bylaws filed therewith.
Quorum; Abstentions; Broker Non-Votes
Transaction of business at the Annual Meeting may occur if a quorum is present. If a quorum is not present, the Annual Meeting
will be adjo
d urned or postponed in order to permit additional time for soliciting and obtaining additional proxies or votes. At any
subs
u
equent reconvening of the Annual Meeting, all proxies will be voted in the same manner as such proxies would have been voted at
the original convening of the Annual Meeting, except for any proxies that have been effe
f ctively revoked or withdrawn.
The holders of a majority of the voting power of the outstanding shares of capital stock of Tripadvisor entitled to vote thereat,
present in person or represented by proxy, constitutes a quorum for the transaction of business, including (i) the election of eight director
nominees; and (ii) the ratification of the appointment of KPMG LLP as Tripadvisor’s independent registered public accounting firm for
the fiscal year ending December 31, 2025. Virtua
t
l attendance at the Annual Meeting also constitutes presence in person for purpos
r
es of
determining a quorum
r
at the Annual Meeting.
Shares of Tripadvisor common stock represented by a properly executed proxy will be treated as present at the Annual Meeting
for purpos
r
es of determining a quorum
r
, without regard to whether the proxy is marked as casting a vote or abstaining.
Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-
vote occurs when a nominee holding shares for a beneficial owner does not vote the shares on a proposal because the nominee does not
have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting.
Brokers who hold shares for the accounts of their clients have discretionary authority to vote shares if specific instructions are not given
with respect to the proposal to ratify
f
the appointment of our independent registered public accounting firm. Brokers do not have
discretionary authority to vote on the proposal regarding the election of our directors, so we encourage you to provide instructions to
your broker regarding the voting of your shares.
Required Vote for Each Proposal
For Proposal 1 regarding the election of directors, the vote required to approve is a plurality of the votes cast. You may vote
"FOR" or "WITHHOLD" for the director nominees. If nominees are unopposed, election of a director requires only a single "FOR" vote
or more. Withholding authority to vote your shares with respect to one or more director nominees and broker non-votes will have no
effe
f ct on the election of those nominees.
The vote required to approve Proposal 2 relating to the ratific
f ation of the selection of our independent auditors is the affirm
f
ative
vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the
matter. Abstentions and broker non-votes, if any, will have the same effe
f ct as votes “AGAINST” the ratification of the appointment of
KPMG LLP as our independent registered public accounting firm.
Solicitation of Proxies
Tripadvisor will bear the cost of the solicitation of proxies from its stockholders. In addition to solicitation by mail, the directors,
offi
f cers and employees of Tripadvisor, without additional compensation, may solicit proxies from stockholders by telephone, by letter,
by facsimile, in person or otherwise. We have engaged D.F. King & Co., Inc. to assist in the solicitation of proxies and provide related
advice and informational suppor
u
t, for a services fee, which is not expected to exceed $15,000 in total, plus customary
r
expenses and
disbursements. In addition, D.F. King & Co., Inc. and certain related persons will be indemnifie
f d against certain liabi
a lities arising out

7
of or in connection with the engagement. D.F. King & Co., Inc. may solicit proxies by electronic mail, mail and telephone. Following
the mailing of the proxy materials and other soliciting materials, Tripadvisor will ask brokers, trus
r
ts, banks or other nominees to forward
copies of the proxy materials and other soliciting materials to persons for whom they hold shares of Tripadvisor capital stock and to
request authority for the exercise of proxies. In such cases, Tripadvisor, upon the request of the brokers, trus
r
ts, banks and other
stockholder nominees, will reimburse such holders for their reasonable expenses.
Voting of Proxies
The manner in which your shares may be voted depends on whether you are a:
•
Regi
e st
i ered stockholder: Your shares are represented by certificates or book entries in your name on the records of
Tripadvisor’s stock transfer agen
f
t and you have the right to vote those shares directly; or
•
Benefi
e cial stockholder: You hold your shares in “street name” through a broker, trus
r
t, bank or other nominee and you have
the right to direct your broker, trus
r
t, bank or other nominee on how to vote the shares in your account; however, you must
request and receive a valid proxy from your broker, trus
r
t, bank or other nominee.
Whether you hold shares directly as a registered stockholder or beneficially as a beneficial stockholder, you may direct how your
shares are voted without attending the Annual Meeting. For directions on how to vote, please refer to the instructions below and those
on the website listed on the Notice of Internet Availabi
a lity of Proxy Materials, proxy card or voting instruction form provided. To vote
using the Internet or by telephone, you will be required to enter the control number included on your Notice of Internet Availabi
a lity of
Proxy Materials or other voting instruction form provided by your broker, trus
r
t, bank or other nominee.
•
Using the Internet. Registered stockholders may vote using the Internet by going to www.proxyvote.com and following
the instructions. Beneficial stockholders may vote by accessing the website specified, if one was provided, on the voting
instruction forms provided by their brokers, trus
r
ts, banks or other nominees.
•
By Teleph
e
one. Registered stockholders may vote, from within the United States, using any touch-tone telephone by calling
1-800-690-6903 and following the recorded instructions. Beneficial owners may vote, from within the United States, using
any touch-tone telephone, if a number was provided, by calling the number specified on the voting instruction forms
provided by their brokers, trus
r
ts, banks or other nominees.
•
By Mail. Registered stockholders may subm
u
it proxies by mail by requesting printed proxy cards and marking, signing and
dating the printed proxy cards and mailing them in the accompanying pre-addressed envelopes. If your brokers, trus
r
ts,
banks or other nominees permit you to vote by mail, beneficial owners may vote by marking, signing and dating the voting
instruction forms provided and mailing them in the accompanying pre-addressed envelopes.
All proxies properly subm
u
itted and not revoked will be voted at the Annual Meeting in accordance with the instructions indicated
thereon. If no instructions are provided, such proxies will be voted FOR proposals (1) and (2).
The electronic voting procedur
d
es provided for the Annual Meeting are designed to authenticate each stockholder by use of a
control number, to allow stockholders to vote their shares and to confir
f m that their instructions have been properly recorded.
Beneficial stockholders should refer to the voting instruction form provided by their broker, trus
r
t, bank or other nominee for
instructions on voting and the voting methods they offer.
f
Voting in Person at the Annual Meeting
Virtua
t
l attendance at the Annual Meeting constitutes presence in person for purposes of each required vote. Votes cast at the
Annual Meeting will replace and supe
u
rsede any previous votes you have made by mail or telephone or via the Internet. Attendance at
the Annual Meeting without voting or revoking a previous proxy in accordance with the voting procedur
d
es will not, by itself, revoke a
proxy.
Holders
of
record
may
vote
their
shares
electronically
during
the
meeting
via
the
Internet
by
visiting
www.virtua
t
lshareholdermeeting.com/TRIP2025. To enter the Annual Meeting, holders will need the 16-digit control number that is
printed in the box marked by the arrow on their Notice of Internet Availabi
a lity of Proxy Materials. We recommend logging in at least
fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the
meeting.

8
Your vote is very important. Whether or not you plan to attend the Annual Meeting, please take the time to
vote via the Internet, by telephone or by returning your marked, signed and dated proxy card so that your
shares will be represented at the Annual Meeting.
Revocation of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it before the taking of the vote at the Annual
Meeting.
If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions
provided by your broker, trus
r
t, bank or other nominee.
If you are a registered stockholder, you may revoke your proxy at any time before it is exercised at the Annual Meeting by (i)
delivering written notice, bearing a date later than the revoked proxy, stating that the proxy is revoked and such notice is received before
the start of the Annual Meeting, (ii) subm
u
itting a later-dated proxy relating to the same shares by mail or telephone or via the Internet
prior to the vote at the Annual Meeting, or (iii) attending and casting a vote at the Annual Meeting. Registered stockholders may send
any written notice or request for a new proxy card to Tripadvisor, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717,
or follow the instructions provided on the Notice of Internet Availabi
a lity of Proxy Materials and proxy card to subm
u
it a new proxy by
telephone or via the Internet. Registered holders may also request a new proxy card by calling 1-800-579-1639. Your attendance at the
Annual Meeting will not, by itself,f revoke a prior vote or proxy from you.
Other Business
The Board does not presently intend to bring any business before the Annual Meeting other than the proposals discussed in this
Proxy Statement and specified in the Notice of Annual Meeting of Stockholders. The Board has no knowledge of any other matters to
be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matters should properly come before
the Annual Meeting, the persons designated in the proxy will vote on them according to their best judgment.

9
PROPOSAL 1:
ELECTION OF DIRECTORS
Board of Directors Overview
Our Board currently consists of ten members. Pursuant to the terms of Tripadvisor’s bylaws, each director serves for a one-year
term from the date of his or her election and until such director’s successor is elected or until such director’s earlier resignation or
removal. The Board recommends that each of the eight nominees listed below be elected to serve a one-year term and until such director’s
successor shall have been duly elected and qualified or until such director’s earlier resignation or removal:
Gregory B. Maffei
Matt Goldbe
d
rg
Betsy L. Morgan
M. Greg O’Hara
Jeremy G. Philips
Albert E. Rosenthaler
Trynka
r
Shineman Blake
Robert S. Wiesenthal
Tripadvisor only has common stock outstanding and the holders of Tripadvisor common stock are entitled to elect the directors.
Election of each director requires a plurality of votes cast. Proxies cannot be voted for a greater number of individuals than nominees
named. In connection with the Merger, the Governance Agreement permitting LTRIP the right to nominate and vote on directors is no
longer in place. Therefor
f
e, holders of Tripadvisor common stock are entitled to elect all eight directors.
The nominees for election to the Board have each consented to their nomination. Although management does not anticipate that
any of the nominees named above will be unabl
a e or subs
u
equently unwilling to stand for election, in the event of such an occurrence,
proxies may be voted for a subs
u
titute nominee designated by the Board. Jay C. Hoag and Jane Jie Sun will cease to be members of the
Board following the Annual Meeting.
Information Regarding Director Nominees
The information provided below about each nominee is as of the date of this Proxy Statement. The information presented includes
the name of each of the nominees, along with his or her age, any positions held with the Company, term of offi
f ce as a director, principal
occupa
u
tions or employment for the past five years or more, involvement in certain legal proceedings, if applicable, and the names of all
other publicly-held companies for which he or she currently serves as a director or has served as a director during the past five years.
The information also includes a description of the specific experience, qualifications, attributes and skills of each nominee that led our
Board to conclude that he or she should serve as a director of the Company for the ensuing term.
The eight nominees to the Board possess the experience and qualific
f ations that we believe will allow them to make subs
u
tantial
contributions to the Board. In selecting nominees to the Board, we seek to ensure that the Board collectively has a balance of
backgrounds, experience, and expertise, including chief executive offi
f cer experience, chief financial offi
f cer experience, international
expertise, corporate governance experience and experience in other functional areas that are relevant to our business. The following
contains a more detailed discussion of the business experience and qualifications of each of the nominees to the Board.

10
Gregory B. Maffei
Age: 64
Director Since: 2013
Committee Memberships:
• Compensation
• Executive
Mr. Maffei served as a director as well as the President and Chief Executive Offi
f cer of Liberty Media
Corporation (“LMC”) (including its predecessor) from May 2007 to December 2024, LTRIP from July
2013 through April 29, 2025, the closing of the Merger, Liberty Broadband Corporation (“LBC”) from
June 2014 through December 2024, the Atlanta Braves Holdings, Inc. from December 2022 through
August 2024, Liberty Media Acquisition Corporation ("LMAC") from November 2020 through
December 2022 and GCI Liberty, Inc. from March 2018 through December 2020. He served as
Chairman of the board of directors of LTRIP from June 2015 through April 29, 2025, of QVC Group,
u
Inc. (“QVC”) since March 2018, of Atlanta Braves Holdings, Inc. from July 2023 through August 2024
and of LMAC from April 2021 through December 2022. Mr. Maffei has served as a director of QVC
(including its predecessor) since November 2005. He previously served as President and Chief
Executive Offi
f cer of QVC from February 2006 to March 2018 and CEO-Elect from November 2005
through February 2006. Prior to joining QVC, Mr. Maffei served as President and Chief Financial
Offi
f cer of Oracle Corporation, Chairman, President and Chief Executive Offi
f cer of 360 networks
Corporation and Chief Financial Offi
f cer of Microsoftf Corporation. Mr. Maffei currently serves on the
board of directors of the following public companies: Sirius XM Holdings Inc. since March 2009, Live
Nation Entertainment, Inc. since February 2011, Charter Communications, Inc. since May 2013, and
Zillow Group, Inc. since February 2015. Mr. Maffei is a member of the Council on Foreign Relations.
Mr. Maffei previously served on the Board of Trus
r
tees of Dartmouth College, the board of directors of
Starz, Electronic Arts, Inc., Barnes & Noble, Inc., Citrix Systems, Inc., DirecTV, Starbucks
r
Corp., and
Dorling Kindersley Limited. Mr. Maffei holds an M.B.A. from Harvard Business School, where he was
a Baker Scholar, and an A.B. from Dartmouth College.
Board Membership Qualifications: Mr. Maffei
f
brings to our Board significant financial and
operational experience based on his previous senior positions at LMC, Qurate, LBC, Oracle,
360networks and Microsoftf and his other public company board experience. He provides our Board
with an executive and leadership perspective on the operation and management of large public
companies and risk management principles.
Matt Goldberg
Age: 54
Director Since: 2022
Committee Memberships:
•
Executive
Mr. Goldbe
d
rg has served as President and CEO of Tripadvisor, Inc. since July 2022. From Februa
r
ry
2020 through June 2022, Mr. Goldbe
d
rg held positions of increasing responsibility at The Trade Desk, a
global technology company, including Executive Vice President, North America and Global
Operations, before serving as founding director of Dataphi
a
lanthropy, a private foundation. Mr.
Goldbe
d
rg served as Global Head of M&A and Strategic Alliances and Head of India for News Corp
from December 2016 through December 2019. Mr. Goldbe
d
rg served as Senior Vice President, Global
Market Development and Head of Corporate Development for Qurate, formerly known as QVC from
October 2013 through November 2016. Prior to that, Mr. Goldbe
d
rg was CEO of Lonely Planet, a global
travel guide publisher for nearly five years. Mr. Goldbe
d
rg served on the board of directors of Blue
Ocean Acquisition Corp. from December 2021 through November 2024 and is active in philanthropy
and nonprofit le
f
adership, including The Burning Man Project, Lumina Foundation, and Jim Joseph
Foundation. Mr. Goldbe
d
rg holds an M.B.A. from Stanford University, an M.A. in International Studi
t
es
from The University of Melbourne, and a B.A. in English from Cornell University.
Board Membership Qualifications: Mr. Goldbe
d
rg has extensive experience across global and
multinational businesses with a particular focus on the global travel industry.
r
Mr. Goldbe
d
rg also
possesses strategic and governance acumen gained through his executive and director roles with several
companies across the travel, media, internet, and data sectors.
—Chair

11
Betsy L. Morgan
Age: 56
Director Since: 2019
Committee Memberships:
•
Compensation—
n
Chair
•
Section 16—Chair
•
Nominating and Corporate
Governance
Ms. Morgan is currently the co-fou
f
nder of Magnet Companies, a private equity-backed company
focused on media and commerce, and an associate profes
f
sor at Columbia Business School and
Columbia College. From February 2016 to July 2018, Ms. Morgan served as an Executive in Residence
of LionTree, an advisory and merchant bank firm specializing in technology and media. From January
2011 to July 2015, Ms. Morgan was the CEO of TheBlaze, an early multi-platform and direct-to-
consumer news and entertainment company. Prior to TheBlaze, Ms. Morgan was the CEO of The
Huffington Post. Ms. Morgan currently serves on the board of directors of the following privately-held
companies: Trus
r
ted Media Brands, Chartbeat and TheSkimm. Ms. Morgan has an M.B.A. from Harvard
Business School and a B.A. in Political Science and Economics from Colby College, where she served
as a member of the Board of Trus
r
tees for eight years. She is also a contributor to Riptide, an oral history
r
of journalism and digital innovation created by Harvard’s Shorenstein Center on Media, Politics and
Publ
u ic Policy.
Board Membership Qualifications: Ms. Morgan has extensive experience leading digital media,
subs
u
cription and original content businesses. This experience benefits Tripadvisor and its stockholders
as we continue to execute on our strategy. Her financial background, investment knowledge and board
experience also make her valuable to the Board, able to provide valuable insight and advice.
M. Greg O’Hara
Age: 59
Director Since: 2020
Committee Memberships:
•
None
Mr. O’Hara is the Founder and a Senior Managing Director of Certares Management (“Certares”), an
investment services firm. Prior to forming Certares, he served as Chief Investment Offi
f cer of JPMorgan
Chase’s Special Investments Group (“JPM SIG”). Prior to JPM SIG, Mr. O’Hara was a Managing
Director of One Equity Partners (“OEP”), the private equity arm of JPMorgan. Before joining OEP in
2005, he served as Executive Vice President of Worldspan and was a member of its board of directors.
Mr. O’Hara has served as the Chairman of American Express Global Business Travel since 2014. He
has served as a director and chair of the World Travel & Tourism Council since 2019 and as its chair
since November 2023. Mr. O’Hara has served on the boards of directors of Hertz Global Holdings since
January 2024, afte
f r previously serving on the board from June 2021 to January 2023 and Certares
Holdings, where he is the Head of the Investment Committee and is a member of the Management
Committee of Certares, CK Opportunities Fund, where he is a member of the Investment Committee
and the Management Committee, and Certares Real Estate Holdings, where he is a member of the
Investment Committee and the Management Committee. Mr. O’Hara received his M.B.A. degree from
Vanderbilt University.
Board Membership Qualifications: Mr. O’Hara’s extensive background in investment analysis and
management and his particular expertise in the travel industry
r contribute to our Board’s evaluation of
investment and financial opportunities and strategies and strengthen our Board’s collective
qualific
f ations, skills and attributes.

12
Jeremy G. Philips
Age: 52
Director Since: 2011
Committee Memberships:
•
Executive
Albert E. Rosenthaler
Age: 65
Director Since: 2016
Committee Memberships:
•
None
Mr. Rosenthaler has served as Senior Advisor of LMC since January 2024. Mr. Rosenthaler served as
Chief Corporate Development Offi
f cer of LMC, QVC, LTRIP, and LBC from October 2016 to
December 2023. He previously served as Chief Corporate Development Offi
f cer of GCI Liberty, Inc.
from March 2018 to December 2020, Liberty Expedia from October 2016 to July 2019, LMAC from
November 2020 to December 2022 and Atlanta Braves Holdings, Inc. from December 2022 to
December 2023. Mr. Rosenthaler has served as a director of LTRIP from 2014 until the Merger. He
holds a Bachelor of Arts degree from Olivet College and a Master of Accounting Science from the
University of Illinois.
Board Membership Qualifications: Mr. Rosenthaler has significant executive and financial
experience gained through his service as an executive offi
f cer of Qurate and LMC for many years and
as a partner of a majo
a r national accounting firm for more than five years prior to joining Qurate and
Liberty. Mr. Rosenthaler brings a unique perspective to our Board, focused in particular on the areas of
tax management, mergers and acquisitions and financial structur
t
ing. Mr. Rosenthaler’s perspective and
expertise assist the Board in developing strategies that take into consideration the application of tax
laws and capi
a tal allocation.
•
Nominating and Corporate
Governance—Chair
•
Audit
Mr. Philips has been a general partner of Spark Capital since May 2014. From 2012 to 2014, Mr. Philips
invested in private technology companies. From 2010 to 2012, Mr. Philips served as the Chief Executive
Offic
f
er of Photon Group Limited, a holding company listed on the Australian Securities Exchange.
From 2004 to 2010, Mr. Philips held various roles of increasing responsibility with News Corporation,
most recently as an Executive Vice President in the Offic
f
e of the Chairman. Before joining News
Corporation, he served in several roles, including co-founder and Vice-Chairman of ecorp, a publicly-
traded Internet holding company.Mr. Philips has served on the board of directors of Angi Inc. since
November 2021, and served on the board of Affirm
f
Holdings from 2015 to 2021. He holds a B.A.
and LL.B. from the University of New South Wales and an MPA from theHarvard Kennedy School
of Government.
Board Membership Qualific
f ations: Mr. Philips has significant strategic and operational experience
acquired through his service as chief executive officer and other executive-level positions. He also
possesses a high level of financial literacy and expertise regarding mergers, acquisitions, investments
and other strategic transactions as well as an extensive background in the Internet industry.
r

13
Trynka Shineman Blake
Age: 51
Director Since: 2019
Committee Memberships:
•
Audit
Ms. Shineman has served on the board of directors of SEMRus
R
h since November 2020, an online
visibility and content marketing SaaS business, where she serves as chair of its Nominations and
Governance Committee; Caput
a
ra since 2022 and Steer since 2024, two private vertically focused
SaaS businesses; and MPower, a public benefit financial services company helping international
student
t
s pursue their educ
d
ation since January 2025. From March 2004 through February 2019, Ms.
Shineman held positions of increasing responsibility with Cimpress N.V., most recently was the
Chief Executive Offi
f cer of its Vistaprint business. Previously, she was a member of the board of Ally
Financial, and UBM PLC. Ms. Shineman has an M.B.A. from Columbia Business School and a B.A.
in Psychology from Cornell University.
Board Membership Qualifications: Ms. Shineman has many years of experience with customer-
focused businesses and with digital transfor
f
mations. She has extensive experience helping companies
develop a deep understanding of customer needs and shaping the organization around those needs.
She is able to provide the Board and management with important insight and counsel as Tripadvisor
improves its platform to provide its users a better and more inspired travel planning experience.
Robert S. Wiesenthal
Age: 58
Director Since: 2011
Committee Memberships:
•
Audit—Chair
Since July 2015, Mr. Wiesenthal has served as founder and Chief Executive Offi
f cer of Blade Air
Mobility, Inc., a technology-powered, global air mobility platform committed to reducing travel
friction by providing cost-effective air transportation alternatives to some of the most congested
ground routes in the U.S., Canada, Europe, and India. Mr. Wiesenthal also has served on the board
of directors of Blade Air Mobility, Inc. since May 2021. From January 2013 to July 2015, Mr.
Wiesenthal served as Chief Operating Offi
f cer of Warner Music Group Corp., a leading global music
conglomerate. From 2000 to 2012, Mr. Wiesenthal served in various senior executive capa
a
cities with
Sony Corporation ("Sony"), most recently as Executive Vice President and Chief Financial Offi
f cer.
Prior to joining Sony, from 1988 to 2000, Mr. Wiesenthal served in various capa
a
cities with Credit
Suisse First Boston, most recently as Managing Director, Head of Digital Media and Entertainment.
Mr. Wiesenthal previously served on the board of directors of Starz. Mr. Wiesenthal has a B.A. from
the University of Rochester.
Board Membership Qualifications: Mr. Wiesenthal possesses extensive strategic, operational and
financial experience, gained through his wide range of service in executive-level positions with a
strong focus on networked consumer electronics, entertainment, and digital media. He also has a high
degree of financial literacy and expertise regarding mergers, acquisitions, investments and other
strategic transactions.
In addition to the information presented regarding each nominee’s specific experience, qualifications, attributes, and skills that
led the Board to the conclusion that he or she should be nominated as a director, each nominee has proven business acumen, extensive
management experience in complex organizations, and an ability to exercise sound judgment, as well as a commitment to Tripadvisor
and its Board as demonstrated by each nominee’s past service. The Board considered the Nasdaq requirement that Tripadvisor’s Audit
Committee be composed of at least three independent directors, as well as specific Nasdaq and U.S. Securities and Exchange
Commission (“SEC”) requirements regarding financial literacy and expertise.

14
Required Vote
Election of each director requires a plurality of the votes cast.
We ask our stockholders vote "FOR" each of the director nominees. Valid proxies received pursuant to this solicitation will be
voted in the manner specified. With respect to the election of directors, you may vote “FOR” or “WITHHOLD”. Where no specification
is made, it is intended that the proxies received from stockholders will be voted "FOR" the election of the director nominees identified.
Votes withheld and broker non-votes will have no effe
f ct on the outcome.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF
EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

15
CORPORATE GOVERNANCE
Corporate Governance Highlights
As of April 29, 2025, we are no longer a “controlled company” as defined under the Nasdaq Rules. As such, subj
u ect to a transition
period, we will no longer be exempt from certain requirements for public companies under the Nasdaq Rules.
The Company’s Board endeavors to conduct itself and to manage the Company in a way that best serves all of the Company’s
stockholders. We strive to maintain high governance standards in our business and our commitment to effe
f ctive corporate governance
is illustrated by the following practices:
•
Chair of the Board separate from the CEO;
•
Appointment of a Lead Independent Director;
•
Five of the eight directors are independent;
•
All three Audit Committee members are independent and all three qualify
f as a “fin
f ancial expert”;
•
Existence of a Nominating and Corporate Governance Committee;
•
Self-e
f valuation by members of the Board regarding the workings of the Board and optimizing its performance in
connection with loss of controlled company status;
t
•
All directors attended at least 75% of Board and applicable committee meetings in 2024;
•
Board oversight over management’s development and execution of the Company’s strategy and plan, including the extent
to which risks and opportunities are embedded in that strategy;
•
Board review of enterprise risk management and related policies, processes and controls, with Board committees
exercising oversight for risk matters within their purview;
•
Board oversight over cybersecurity risk management;
•
Direct access and regular communication between the Board and members of senior management;
•
We do not have a shareholder rights plan (also known as a poison pill);
•
Stock ownership guidelines for directors and executive offi
f cers; and
•
Comprehensive insider trading policy that also prohibits hedging and pledging transactions of our stock by directors or
employees.

16
In addition, please note the summary information below regarding our Board:
Board of Directors
Dire
i
ctor
t
Qualific
l
atio
t ns,s Skills
l
and Expe
x
riences
The Board believes that a complementary mix of varied qualifications, skills, attributes and experiences will best serve our
Company and our stockholders. Our Board is comprised of a high-performing group of individuals whose previous experience, financial
and business acumen, personal ethics and dedication to our Company benefit the Company and our stockholders. The specific experience

17
and qualifications of each of our Board members are set forth above. Below is a summary of some of the qualifications, experience, and
attributes of our director nominees:

18
Dire
i
ctor
t
Indepe
e
nden
d
ce
Under the Nasdaq Rules, the Board has a responsibility to make an affirm
f
ative determination that those members of the Board
who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. The Board makes these determinations annually, typically at the first Board meeting
following the election of directors. In connection with these independence determinations, the Board reviews information regarding
transactions, relationships and arrangements relevant to independence, including those required by the Nasdaq Rules. This information
is obtained from director responses to questionnaires circulated by management, as well as our records and publicly availabl
a e
information. Following this determination, management monitors those transactions, relationships and arrangements that were relevant
to such determination, as well as solicits updated information potentially relevant to independence from internal personnel and directors,
to determine whether there have been any developments that could potentially have an adverse impact on the Board’s prior independence
determination.
Based on the information provided by each director concerning his or her background, employment and affi
f liations and upon
review of this information, our Board previously determined that each of Mmes. Morgan, Shineman and Sun and Messrs. Hoag, Philips,
O’Hara and Wiesenthal does not have a relationship that should interfere with the exercise of independent judgment in carryi
r ng out the
responsibilities of a director and that each of these directors is an “independent director” as defined under the applicable rules and
regulations of the SEC and Nasdaq. In making its independence determinations, the Board considered the applicable legal standards and
any relevant transactions, relationships or arrangements of which it was aware. In addition to the satisfac
f
tion of the director independence
requirements set forth in the Nasdaq Rules, members of the Audit Committee also satisfie
f d separate independence requirements under
the current standards imposed by the SEC and the Nasdaq Rules for audit committee members. Mr. Maffei
f
currently serves on our
Compensation Committee and is not an independent director, but is relying on the applicable phase-in provisions under Nasdaq Rules
following loss of controlled company status. All members of the Nominating and Corporate Governance Committee are independent.
At the first meeting of the Board following the directors' election, the Board intends to conduct a review of director independence and
to designate the members of the Board to serve on each of the committees and the Chair of each of the committees for the directors’
term.
As of April 29, 2025, upon the closing of the Merger, Tripadvisor ceased to be a "controlled company" under the Nasdaq Rules
and is required to comply with all of Nasdaq’s corporate governance requirements subj
u ect to the phase-in schedule described below and
certain other exceptions permitted under Nasdaq Rules. Subj
u ect to another availabl
a e exemption under Nasdaq Rules, the Compensation
Committee and Nominating and Corporate Governance Committee (i) were each required to have one independent member by the
closing of the Merger and are required to have (ii) a majo
a rity of independent members within 90 days of the closing of the Merger and
(iii) all independent members within one year of the closing of the Merger. Additionally, within one year from the Company's ceasing
to be a “controlled company” we are required to have a majo
a rity of independent directors on the Board of Directors. We are also required
to hold regularly scheduled meetings at which only independent directors are present.
The Company currently satisfie
f s these requirements except Mr. Maffei, the former Chief Executive Offi
f cer and Chair of the Board
at LTRIP, is not considered independent under the Nasdaq Rules as a result of that relationship. Mr. Maffei serves on the Compensation
Committee in reliance on the applicable phase-in period following loss of controlled company status.
t
Board Leadership Stru
t
cture
Mr. Maffei serves as the Chair of the Board, and Mr. Goldbe
d
rg serves as President and Chief Executive Offi
f cer of Tripadvisor.
The roles of Chief Executive Offi
f cer and Chair of the Board are currently separated in recognition of the differences between the two
roles. This leadership structur
t
e provides us with the benefit of Mr. Maffei’s oversight of Tripadvisor’s strategic goals and vision, coupled
with the benefit of a full-time Chief Executive Offi
f cer dedicated to focusing on the day-to-day management and continued growth of
Tripadvisor and its operating businesses.
Effe
f ctive upon the consummation of the Merger, the Board appointed Mr. Philips as the lead independent director as the Board
believes it is in the best interest of the Company and its stockholders to elect a lead independent director in addition to the Chair to
promote Board independence, accountability, and governance best practices. The lead independent director is empowered to, among
other duties and responsibilities: approve meeting schedules and information sent to the Board members, including meeting agendas;
act as liaison between the Chair and the independent directors and work with and communicate with the CEO and management; call
meetings of the independent directors; act as a liaison to stockholders, as appropriate upon request; and preside over Board meetings in
the absence of the Chair.
Independent members of the Board chair our Audit Committee, Compensation and Section 16 Committee, and Nominating and
Corporate Governance Committee.

19
Meetin
t
g Atte
t ndan
d
ce
The Board met eight times and acted by written consent three times in 2024. During such period, each member of the Board
attended at least 75% of the meetings of the Board and the Board committees on which they served. The independent directors meet in
regularly scheduled sessions, typically before or afte
f r each Board meeting, without the presence of management. Directors are
encouraged but not required to attend annual meetings of stockholders. Six of the incumbent directors who were directors at the time
attended the 2024 Annual Meeting of Stockholders.
Committees of the Board of Directors
The Board has the following standing committees: the Audit Committee, the Nominating and Corporate Governance Committee,
the Compensation Committee, the Section 16 Committee and the Executive Committee. Each of the committees operates under written
charters adopted by the Board. At each regularly scheduled Board meeting, the Chair of each committee typically provides the full Board
with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last
regularly scheduled Board meeting. The membership of our Audit, Compensation and Section 16 Committees ensures that directors
with no direct ties to Company management are charged with oversight for all financial reporting and executive compensation related
decisions made by Company management.
The following tabl
a e sets forth the current members of the Board and the members of each committee of the Board. At the first
meeting of the Board following the Annual Meeting, the Board intends to conduct a review of director independence and to designate
the members of the Board to serve on each of the committees and the Chair of each of the committees for the directors’ term.
Audit
Committee
Compensation
Committee
Section 16
Committee
Executive
Committee
Nominating
and
Corporate
Governance
Committee
Gregory B. Maffei
—
X
—
Chair
—
Matt Goldberg
—
—
—
X
—
Jay C. Hoag
—
X
X
—
—
Betsy L. Morgan
—
Chair
Chair
—
X
M. Greg O’Hara
—
—
—
—
—
Jeremy G. Philips
X
—
—
X
Chair
Albert E. Rosenthaler
—
—
—
—
—
Trynka Shineman Blake
X
—
—
—
—
Jane Jie Sun
—
—
—
—
—
Robert S. Wiesenthal
Chair
—
—
—
—

20
Audit Committee
Members:
Robert S. Wiesenthal (Chair)
Trynka
r
Shineman Blake
Jeremy G. Philips
The Audit Committee of the Board currently consists of three directors: Ms. Shineman and
Messrs. Philips and Wiesenthal. Mr. Wiesenthal is the Chair of the Audit Committee. Each
Audit Committee member satisfie
f s the independence requirements under the current standards
imposed by the rules of the SEC and Nasdaq. The Board has determined that each of Ms.
Shineman and Messrs. Philips and Wiesenthal is an “audit committee financial expert,” as
such term is defined in the regulations promulgated under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
The Audit Committee is appointed by the Board to assist the Board with a variety of matters
discussed in detail in the Audit Committee charter, including reviewing and discussing with
management standards and/or metrics as recommended by regulators and Nasdaq, and
monitoring:
•
the integrity of our accounting, financial reporting and public disclosures process;
•
our relationship with our independent registered public accounting firm, including
qualific
f ations, performance and independence;
•
the performance of our internal audit department;
•
our compliance with legal and regulatory requirements and the Company’s compliance
policies and programs; and
•
the extent to which various issues (including but not limited to environmental, social and
governance ("ESG") matters, cybersecurity risk, etc.) will impact the Company’s
financial performance and the Company’s ability to create long-term value.
The Audit Committee met four times in 2024. The formal report of the Audit Committee with
respect to the year ended December 31, 2024, is set forth in the section below titled “Audit
Committee Report.” A copy of the Audit Committee Charter is availabl
a e on our website.
Compensation Committee
bers:
Betsy L. Morgan (Chair)
Gregory B. Maffei
Jay C. Hoag
The Compensation Committee currently consists of three directors: Messrs. Hoag and Maffei and
Ms. Morgan, with Ms. Morgan serving as the Chair of the Compensation Committee. With the
exception of Mr. Maffei
f , each member is an “independent director” as defined by the Nasdaq
Rules. No member of the Compensation Committee is an employee of Tripadvisor.
The Compensation Committee is appointed by the Board to assist the Board with a variety of
matters discussed in detail in its charter, including:
•
designing and overseeing compensation with respect to our executive offi
f cers, including
salary matters, bonus plans and stock compensation plans;
•
administrating our stock plans, including approving grants of equity awards but excluding
matters governed by Rule 16b-3 under the Exchange Act (which are handled by the Section
16 Committee described below);
•
periodically reviewing and approving compensation of the members of our Board; and
•
overseeing the Company’s strategy and policies, programs, initiatives and actions related to
human capital management within the Company’s workforce, that include talent recrui
r tment,
development and retention, promoting inclusion, Company cultur
t
e and employee
engagement.
The Compensation Committee met six times in 2024 and acted by written consent two times. A
description of our policies and practices for the consideration and determination of executive
compensation is included in the section below titled “Compensation Discussion and Analysis.” A
copy of the Compensation Committee and Section 16 Committee Charter is availabl
a e on our
website.

21
Section 16 Committee
Members:
Betsy L. Morgan (Chair)
Jay C. Hoag
The Section 16 Committee currently consists of two directors: Mr. Hoag and Ms. Morgan, with
Ms. Morgan serving as the Chair of the Section 16 Committee. Each member is an “independent
director” as defined by the Nasdaq Rules and satisfies the definition of “non-employee director”
for purpos
r
es of Section 16 of the Exchange Act.
The Section 16 Committee is authorized to exercise all powers of the Board with respect to
matters governed by Rule 16b-3 under the Exchange Act, including approving grants of equity
awards to Tripadvisor’s executive offi
f cers. The Section 16 Committee met six times in 2024 and
acted by written consent two times. A copy of the Compensation Committee and Section 16
Committee Charter is availabl
a e on our website.
In this Proxy Statement, we refer to the Compensation Committee and Section 16 Committee
collectively as the “Compensation Committees.”
Executive Committee
Members:
Gregory B. Maffei (Chair)
Matt Goldbe
d
rg
Jeremy G. Philips (Lead
Independent Director)
The Executive Committee currently consists of three directors: Messrs. Goldbe
d
rg, Maffei and
Philips, with Mr. Maffei
f
serving as Chair of the committee.
The Executive Committee is appointed by the Board to assist the Board with such matters as
may be delegated by the Board from time to time, in the management of the business and affa
f irs
of the Company in the interim between meetings of the Board, including:
•
major borrowings, issuances of equity or debt securities and other financing and capital
raising transactions;
•
stock repurchases and dividends;
•
the Company's capi
a tal allocation strategy; and
•
strategic transactions and investments.
The Executive Committee met informally throughout 2024.
Nominating and Corporate Governance Committee
Members:
Betsy L. Morgan
(Chair)
Jeremy G. Philips
The Nominating and Corporate Governance Committee of the Board currently consists of two
directors: Ms. Morgan and Mr. Philips with Mr. Philips serving as Chair of the committee.
Each member satisfies the independence requirements under the current standards imposed by
the rules of the SEC and Nasdaq.
The Nominating and Corporate Governance Committee is appointed by the Board to assist the
Board with a variety of matters discussed in detail in the Nominating and Corpo
r
rate
Governance Committee charter, including:
•
identifying individuals qualifie
f d to become Board members and recommending to the Board
any director nominees;
•
conducting periodic reviews of the performance of the Board and each of its committees;
•
recommending to the Board director nominees for each committee;
•
assisting the Board in overseeing any applicable corporate policies; and
•
considering, developing and recommending to the Board matters of corporate governance,
including consideration of corporate governance guidelines.
The Nominating and Corporate Governance Committee was establ
a ished on April 29, 2025. A
copy of the Nominating and Corporate Governance Committee Charter is availabl
a e on our
website.

22
Risk Oversight
Assessing and managing the day-to-day risk of our business is the responsibility of Tripadvisor’s management. Our Board as a
whole is responsible for oversight of our overall risk landscape and risk management effort
f
s. Our Board is involved in risk oversight
through direct decision-making authority with respect to significant matters and the oversight of management by the Board and its
committees. The President and Chief Executive Offi
f cer; the Chief Financial Offi
f cer; the Chief Legal Offi
f cer and the Chief Compliance
Offi
f cer attend Board meetings and discuss operational risks with the Board, including risks associated with the geographies in which
we operate or are considering operating. Management also provides reports and presentations on strategic risks to the Board. Among
other areas, the Board is involved, directly or through its committees, in overseeing risks related to our corporate strategy, business
continuity, data privacy and cybersecurity, artificial intelligence and other technology risks, crisis preparedness, and competitive and
reputational risks.
The Board has delegated primary responsibility for oversight over certain risks to the Audit Committee, the Nominating and
Corporate Governance Committee and the Compensation Committees. The committees of the Board primarily execute their oversight
responsibility for risk management as follows:
•
The Audit Committee has primary
r responsibility for discussing with management Tripadvisor’s major financial risks and
the steps management has taken to mitigate, monitor and manage such risks. The Audit Committee also has primary
r
responsibility for oversight over the Company’s significant business risks, including operational, data privacy, and
cybersecurity risks. In fulfilling its responsibilities, the Audit Committee receives regular reports from, among others, the
Chief Financial Offi
f cer, the Chief Legal Offi
f cer, the Chief Accounting Offi
f cer and the Chief Compliance Offi
f cer as well
as from representatives of tax, treasury, information security, internal audit, the Company’s Compliance Committee and
the Company’s independent auditors. The Audit Committee makes regular reports to the Board. In addition, the Company
has, under the supe
u
rvision of the Audit Committee, establ
a ished procedur
d
es availabl
a e to all employees for the anonymous
and confid
f ential subm
u
ission of complaints relating to any matter to encourage employees to report questionable activities
directly to our senior management and the Audit Committee.
•
The Nominating and Corporate Governance Committee will play a cruc
r
ial role in risk oversight through its responsibility
to assist the Board in overseeing the Company's governance framework. This includes the periodic review and
reassessment of the Company's Code of Business Conduct and Ethics (the "Code"), a key mechanism for managing ethical
and legal risks. By regularly reviewing and updating the Code, the Committee helps mitigate risks related to compliance,
integrity and reputation. The Committee will also oversee the periodic evaluation of the Board and its committees'
performance, working to ensure effe
f ctive oversight and recommending adju
d stments to the structur
t
e and composition of
the Board and its committees where needed. This review process will involve assessments of how effe
f ctively the Board
and its committees address and manage risk.
•
The Compensation Committees consider and evaluate risks related to our cash and equity-based compensation programs,
policies and practices and evaluate whether our compensation programs encourage participants to take excessive risks that
are reasonably likely to have a material adverse effe
f ct on Tripadvisor or our business. Consistent with SEC disclosure
requirements, the Compensation Committees, working with management, have assessed the compensation policies and
practices for our employees, including our executive offi
f cers, and have concluded that such policies and practices do not
create risks that are reasonably likely to have a material adverse effe
f ct on Tripadvisor.
Ultimately, management is responsible for the day-to-day risk management process, including identification of key risks and
implementation of policies and procedur
d
es to manage, mitigate and monitor risks. In fulfilling these duties, management conducts
annually an enterprise and internal audit risk assessment and uses the results of these assessments in its risk management effort
f
s. In
addition, management has designated a Chief Compliance Offi
f cer and formed a Compliance Committee in connection with the
implementation, management and oversight of our corporate compliance program with the goal of promoting operational excellence
throughout the entire organization and adherence with all legal and regulatory requirements and with the highest ethical standards.
Director Nominations
The Board has establ
a ished a Nominating and Corporate Governance Committee, consisting solely of independent directors. The
Nominating and Corporate Governance Committee is responsible for identifyi
f ng individuals qualified to become Board members and
to recommend to the Board any qualified director nominees to become Board members and to recommend any director nominees for
each committee. The Board has not had specific
f
requirements for eligibility to serve as a director of Tripadvisor or a specific diversity
policy; however, the Board does consider, among other things, the background of potential director nominees when considering
nominees to serve on our Board. We value an array of opinions, perspectives, and personal and profes
f
sional experiences and
backgrounds. In evaluating candidates, regardless of how recommended, the Board considers a number of factors, including whether
the profes
f
sional and personal ethics and values of the candidate are consistent with those of Tripadvisor; whether the candidate’s
experience and expertise would be beneficial to the Board in rendering service to Tripadvisor, including in providing a mix of Board
members that represent a range of backgrounds, perspectives and opinions; whether the candidate is willing and able to devote the

23
necessary time and energy to the work of the Board; and whether the candidate is prepared and qualified to represent the best interests
of Tripadvisor’s stockholders.
The Board does not have a formal policy regarding the consideration of director candidates recommended by stockholders, as
historically Tripadvisor has not received such recommendations. However, the Board would evaluate such recommendations in the same
way it evaluates other potential director nominees if made in the future. Stockholders who wish to make such a recommendation should
send the recommendation to Tripadvisor, Inc., 400 1st Avenue, Needham, Massachusetts 02494, Attention: Secretary.
r
The envelope
must contain a clear notation that the enclosed letter is a “Director Nominee Recommendation.” The letter must identify
f the author as a
stockholder, provide a brief summary of the candidate’s qualific
f ations and history and be accompanied by evidence of the sender’s stock
ownership, as well as a consent by the potential candidate to serve as a director if nominated and elected. Any director candidate
recommendations will be reviewed by the Secretary
r and, if deemed appropriate, forwarded to the Nominating and Corporate Governance
Committee for further review. If the Nominating and Corporate Governance Committee believes that the candidate fits the profile
f
of a
director nominee as described above, the recommendation will be shared with the entire Board.
Environmental, Social and Governance
When we travel we are reminded that the world is a friendly place, that people are generous, and that we share more in common
with our fellow travelers than not. We strive to use our platform to not only help people around the world plan, book and experience
their perfect trip but also to be an ally for social good, including on ESG issues. At Tripadvisor, we consider ESG in how we suppor
u
t
our team, how we give back to the community, and how we can reduce our environmental impacts. In addition to the Corporate
Governance section above, below are the three areas in which we engage in the most critical initiatives.
Peoplel Practices
We believe a critical driver of our Company’s success is our people. The Company’s management oversees various initiatives for
talent acquisition, retention, and development and provides regular reports to the Board. Our objectives include hiring, retaining, and
advancing a workforce of varied cultures, backgrounds, abilities, and perspectives. We have several initiatives and programs in place to
achieve these goals.
We are committed to identifyi
f ng and developing talent to help our employees accelerate their growth and achieve their career
goals. Our overall talent acquisition and retention strategy is designed to attract and retain qualified employees who will help us achieve
our performance goals and work to ensure the success of the Company.
We believe in recrui
r ting the best people for the job without regard to gender, race, ethnicity, sexual orientation, gender identity,
disabi
a lity, or other protected characteristics. We suppor
u
t and develop our employees through global training and development programs
that build and strengthen employees’ leadership and profes
f
sional skills. Leadership development includes programs for new leaders as
well as programs designed to suppor
u
t more experienced leaders. We also partner with external training organizations to help provide
our employees with the knowledge and skills they need to succeed.
We advance inclusion in our workpl
k ace by offeri
f
ng a variety of learning experiences focused on increasing awareness, reducing
bias, upskilling managers, and fostering a work cultur
t
e of belonging. These learning experiences are availabl
a e to all levels of the
organization, from senior leadership to individual contributors. In addition to our internal development, we are committed to enriching
our employees' development through external learning experiences that are relevant to their roles in our organization.
To suppor
u
t our workforce, we have a variety of global, employee-driven Employee Resource Groups, or ERGs, designed to
provide suppor
u
t, connection, and business impact, and all employees are welcome to join and participate. ERGs play an important role
in suppor
u
ting our strategy by shaping our organizational culture, offeri
f
ng learning and development experiences, and promoting
community. Beyond their internal impact, ERGs also bring unique perspectives and insights that inform our markets, products, content,
and employee experience.
Corporatet Responsibility
i
Our corporate responsibility program is currently focused on suppor
u
ting responsible business practices in our operations as well
as strengthening our community impact through philanthropy and civic engagement. We believe in mobilizing our people, expertise,
resources and community to tackle some of society’s most pressing humanitarian challenges. We recognize that by putting our purpose
into action, we can have a positive impact on the communities we serve and help promote a world of understanding, empathy and care.
For our users, we aim to deliver innovative products and services to give them the confid
f ence and freedom to create memorabl
a e
experiences that will improve their own lives and the lives of those around them. For our employees, we emphasize a working
environment where sustainabi
a lity matters, and a company culture that embraces varied talents and unique perspectives, where colleagues

24
feel valued as both individuals and members of the team. For stockholders, we are focused on increasing the fundamental value of the
Company and driving long-term stockholder value. For communities where we live and work, we are dedicated to improving individual
well-being and strengthening families and communities.
Internally, our TripGives program aims to inspire and enable our employees to be active global citizens by suppor
u
ting the causes
they care about in communities around the world. Through our Give, Serve, Learn model, we unite employees around pressing local
and global issues and encourage them to lead community projects where they live and work. Starting in 2021, Tripadvisor committed
to dedicating funding and resources for our ERGs to launch community impact projects with nonprofit
f s.
We are committed to respecting human rights. As a global leader in the travel industry,
r
we believe we have an opportunity to use
our platform to effe
f ct positive change in people’s lives, including the advancement of human rights through our business activities. In
this regard, in 2021, Tripadvisor adopted a Global Human Rights Policy setting forth our commitment to establ
a ishing and maintaining
best practices in respecting fundamental human rights and the ability to contribute to positive human rights impacts. The policy
formalizes our long-standing commitment to uphold and respect human rights for all people. This policy also consolidates our existing
commitments and brings increased clarity on processes and procedur
d
es designed to assess and mitigate human rights risks, to avoid
directly infringing on human rights and to prevent or mitigate adverse human rights impacts that are or potentially may be linked to our
business.
Enviro
i
nmental Impac
m
t
We recognize that climate change and adverse impacts on the natural world are among the most pressing challenges facing
humanity today. Environmental sustainabi
a lity and how we manage our environmental impacts have implications for the geographies
and markets in which we operate, our employees, our business partners, our customers, our investors and other stakeholders. We believe
that we all have a responsibility to preserve and protect our planet and communities for generations to come. Internally, over the last
few years, we have invested in energy reduction and waste management strategies across the globe.
Communications with the Board
Stockholders who wish to communicate with the Board or a particular director may send such communication to Tripadvisor, Inc.,
400 1st Avenue, Needham, Massachusetts 02494, Attention: Secretary.
r
The mailing envelope must contain a clear notation indicating
that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must
identify the author as a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients
are all members of the Board or certain specified directors. The Secretary
r will then review such correspondence and forward it to the
Board, or to the specified director(s), if deemed appropriate. Communications that are primarily commercial in nature, that are not
relevant to stockholders or other interested constituents, or that relate to improper or irrelevant topics will generally not be forwarded to
the Board or to the specifie
f d director(s).

25
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Overview
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the external accounting
firm retained to audit the Company’s financial statements. The Audit Committee has retained KPMG LLP (“KPMG”) as Tripadvisor’s
independent registered public accounting firm for the fiscal year ending December 31, 2025.
KPMG has served as Tripadvisor’s independent registered public accounting firm continuously since the audit of the Company’s
financial statements for the fiscal year ended December 31, 2014. In order to assure continuing auditor independence, the Audit
Committee periodically considers whether there should be a regular rotation of the independent external audit firm. The members of the
Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public
accounting firm is in the best interest of the Company and its investors. A representative of KPMG is expected to be present at the
Annual Meeting, and will be given an opportunity to make a statement if he or she so chooses and will be availabl
a e to respond to
appropriate questions.
If the stockholders fail to vote to ratify
f the appointment of KPMG, the Audit Committee will reconsider whether to retain KPMG
and may retain that firm or another firm without resubm
u
itting the matter to our stockholders. Even if stockholders vote on an advisory
basis in favor of the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered
public accounting firm at any time during the year if it determines that such a change would be in the best interests of Tripadvisor and
our stockholders.
Required Vote
We ask our stockholders to ratify
f the appointment of KPMG as our independent registered public accounting firm for the fiscal
year ending December 31, 2025. This proposal requires the affirm
f
ative vote of a majo
a rity of the voting power of the shares, present in
person or represented by proxy at the meeting, and entitled to vote thereon. With respect to the ratification of KPMG, you may vote
“FOR”, “AGAINST” or “ABSTAIN”. Abstentions and broker non-votes, if any, will have the same effe
f ct as votes "AGAINST" the
proposal. Brokers have discretion to vote on the proposal for ratification of the independent registered public accounting firm.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT
OF KPMG LLP AS TRIPADVISOR’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2025.
Fees Paid to Our Independent Registered Public Accounting Firm
KPMG was Tripadvisor’s independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023.
The following tabl
a e sets forth aggregate fees for profes
f
sional services rendered by KPMG for the years ended December 31, 2024 and
2023.
2024
2023
Audit Fees (1)
$2,645,663
$2,560,712
Audit-Related Fees (2)
74,459
—
Tax Fees (3)
84,020
35,163
Other Fees (4)
2,700
2,730
Total Fees
$2,806,842
$2,598,605
(1)
Audit Fees include fees and expenses associated with the annual audit of our consolidated financial statements, statutory
t
audits, reviews of our quarterly
interim financial statements, accounting consultations, review of SEC registration statements, report on the effe
f ctiveness of internal control, comfor
f
t letters,
and consents and other services related to SEC matters.
(2)
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our
consolidated financial statements and not reported under “Audit Fees,” which also includes non-recurring transaction-related services performed separate
from the annual audit.
(3)
Tax Fees include fees and expenses for tax compliance, tax planning, and tax advice.
(4)
Other Fees include accounting research software.

26
Audit and Non-Audit Services Pre-Approval Policy
The Audit Committee has responsibility for appointing, setting the compensation of, retaining and overseeing the work of the
independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has adopted a policy governing
the pre-approval of all audit and permitted non-audit services perfor
f
med by Tripadvisor’s independent registered public accounting firm
to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence from
Tripadvisor and our management. Unless a type of service to be provided by our independent registered public accounting firm has
received general pre-approval from the Audit Committee, it requires specific pre-approval by the Audit Committee. The payment for
any proposed non-audit services in excess of pre-approved cost levels requires specific pre-approval by the Audit Committee.
Pursuant to its pre-approval policy, the Audit Committee may delegate its authority to pre-approve services to one or more of its
members, and it has currently delegated this authority to its Chair, subj
u ect to a limit of $250,000 per approval. The decisions of the Chair
(or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee
at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to Company
management.
All of the audit-related and all other services provided to us by KPMG in 2024 and 2023 were approved by the Audit Committee
by means of specific pre-approvals or pursuant to the procedur
d
es contained in the Company’s pre-approval policy.
The Audit Committee has considered the non-audit services provided by KPMG in 2024 and 2023, as described above, and
believes that they are compatible with maintaining KPMG’s independence in the conduct of their auditing functions.

27
AUDIT COMMITTEE REPORT
Management has primary responsibility for our financial statements, reporting process and system of internal control over financial
reporting. Tripadvisor’s independent registered public accounting firm is engaged to audit and express opinions on the conformity of
our financial statements to generally accepted accounting principles, and the effe
f ctiveness of Tripadvisor’s internal control over financial
reporting.
The Audit Committee serves as a representative of the Board and assists the Board in monitoring (i) the integrity of our accounting,
financial reporting and public disclosures process, (ii) our relationship with our independent registered public accounting firm, including
qualific
f ations, performance and independence, (iii) the perfor
f
mance of our internal audit department, and (iv) our compliance with legal
and regulatory requirements. In this context, the Audit Committee met four times in 2024 and, among other things, took the following
actions:
•
appointed KPMG as our auditors and discussed with the auditors the overall scope and plans for the independent audit and
pre-approved all audit and non-audit services to be performed by KPMG;
•
reviewed and discussed with management and the auditors the audited consolidated financial statements for the year ended
December 31, 2024, as well as our quarterly financial statements and interim financial information contained in each
quarterly earnings announcement prior to public release;
•
discussed with the auditors the matters required to be discussed by the Publ
u ic Company Accounting Oversight Board
(“PCAOB”) and the SEC, and received all written disclosures and letters required by the applicable requirements of the
PCAOB;
•
discussed with the auditors its independence from Tripadvisor and Tripadvisor’s management as well as considered
whether the non-audit services provided by the auditors could impair its independence and concluded that such services
would not;
•
reviewed and discussed with management and the auditors our compliance with the requirements of the Sarbanes-Oxley
Act of 2002 with respect to internal control over financial reporting, together with management’s assessment of the
effe
f ctiveness of our internal control over financial reporting and the auditors’ audit of internal control over financial
reporting; and
•
regularly met with KPMG, with and without management present, to discuss the results of their examinations, including
the integrity, adequacy and effe
f ctiveness of the accounting and financial reporting processes and controls.
Relying on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited
consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024, and the Board
approved such inclusion.
No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, through any general statement incorporating by reference in its
entirety the Proxy Statement in which this report appears, except to the extent that Tripadvisor specifically incorporates this report or a
portion of it by reference. In addition, this report shall not be deemed to be “soliciting material” or “file
f
d” under either the Securities
Act or the Exchange Act.
Members of the Audit Committee:
Robert S. Wiesenthal (Cha
C
ir)
Trynka
r
Shineman Blake
k
Jeremy G. Philips

28
EXECUTIVE OFFICERS
Set forth below is certain background information, as of April 29, 2025, regarding Tripadvisor’s executive offi
f cers. There are no
family relationships among directors or executive offi
f cers of Tripadvisor.
Name
Age
Position
Matt Goldberg
54
President and Chief Executive Offi
f cer
Michael Noonan
56
Chief Financial Offi
f cer
Seth J. Kalvert
55
Chief Legal Offi
f cer and Secretary
Kristen Dalton
52
President of Brand Tripadvisor
Almir Ambeskovic
47
President of TheFork
Refer to “Proposal 1: Election of Directors” above for information about our President and Chief Executive Offi
f cer Matt Goldbe
d
rg.
Michael Noonan has served as Chief Financial Offi
f cer of Tripadvisor since October 31, 2022. Prior to Tripadvisor, from October
2020 to October 2022, Mr. Noonan was the Chief Financial Offi
f cer of Noom, Inc., a consumer-focused digital health company. Prior to
Noom, from January 2016 to October 2020, Mr. Noonan served as Senior Vice President of Finance for Booking Holdings, Inc., where
he led numerous corporate finance activities such as financial planning and capital budgeting, as well as investor relations. Mr. Noonan’s
experience also includes several capital markets roles at RBC Capi
a tal Markets, NYSE Euronex, J.P. Morgan, and Bear Stearns & Co.
Mr. Noonan holds an MBA from Duke University and a B.A. from Davidson College.
Seth J. Kalvert has served as Chief Legal Offi
f cer and Secretary of
r
Tripadvisor since August 2011. Prior to joining Tripadvisor,
from March 2005 to August 2011, Mr. Kalvert held positions at Expedia, a travel technology company that owns and operates travel
fare aggregators and travel metasearch engines, most recently as Vice President and Associate General Counsel. Prior to that, Mr. Kalvert
worked at IAC, Inc., a holding company with a portfol
f io of media and internet businesses. Mr. Kalvert began his career as an associate
at Debevoise & Plimpton, LLP, a New York law firm. Mr. Kalvert holds a J.D. from Columbia Law School and an A.B. from Brown
University.
Kristen Dalton has served as the President of Brand Tripadvisor since January 2024. Prior to that, Ms. Dalton held positions of
increasing responsibility with Tripadvisor. From January 2023 until December 2023, Ms. Dalton served as Chief Operating Offi
f cer and,
from October 2019 until January 2023, Ms. Dalton served as Vice President of Finance. Before joining Tripadvisor, Ms. Dalton was a
Vice President at Vistaprint from 2014 through 2019. Ms. Dalton also held senior positions at ACE Group, AXA, and Zurich Financial
Services. Ms. Dalton holds a Bachelor of Science in Accounting from Villanova University.
Almi
l
ri Ambeskovic has served as President of TheFork since February 2021. Prior to becoming President, Mr. Ambeskovic held
the position of Vice President of Sales and Marketing for TheFork from May 2020 through January 2021. Mr. Ambeskovic joined
TheFork in 2014 as the Italy Country Manager following TheFork's acquisition of RestOpolis, an online restaurant reservation startup
u
he founded and led in Milan since 2011.

29
COMPENSATION DISCUSSION AND ANALYSIS
2024 Business Highlights
We exited 2024 with momentum
t
, delivering meaningful progress against our strategic priorities, strengthening our portfol
f io
positioning, and diversifyi
f ng our revenue and adju
d sted EBITDA mix. Brand Tripadvisor, Viator and TheFork each contributed to profit
f
this year through a disciplined balance of growth and investment. More specifically, the Company was able to achieve the following:
•
In the fiscal year ended December 31, 2024 ("Fiscal 2024"), consolidated revenue was $1.835 billion, reflecting annual
growth of 3%;
•
Net Income was $5 million for Fiscal 2024, as compared to $10 million in Fiscal 2023;
•
Adju
d sted EBITDA* for Fiscal 2024 was $339 million, as compared to $334 million in the fiscal year ended December 31,
2023; and
•
Cash and cash equivalents were approximately $1.1 billion as of December 31, 2024.
*Adjusted EBITDA is a non-GAAP financial measure. Refer to our 2024 Annual Report for a reconciliation of adju
d sted
EBITDA to Net Income, the most directly comparable financial measure calculated and presented in accordance with U.S.
Generally Accepted Accounting Principles.
The named executive offi
f cers ("NEOs") referred to herein are: (i) Matt Goldbe
d
rg, our principal executive offi
f cer during Fiscal
2024; (ii) Michael Noonan, our principal financial offi
f cer during Fiscal 2024; and (iii) Seth J. Kalvert, the only other individual who
served as an executive offi
f cer at any time during Fiscal 2024. Ms. Dalton and Mr. Ambeskovic were designated executive offi
f cers by
the Board on April 29, 2025, and, since neither Ms. Dalton nor Mr. Ambeskovic served as an executive offi
f cer at any time during Fiscal
2024, they are not considered NEOs.
Compensation Program Objectives
Our compensation program is designed to achieve the following objectives:
•
Attract, motivate and retain highly skilled employees with the business experience and acumen that management and the
Compensation Committees believe are necessary for the achievement of our long-term business objectives;
•
Reward specific short-term and long-term financial and strategic objectives;
•
Align our executives’ financial interests with the long-term financial interests of our stockholders;
•
Ensure that the compensation opportunity provided to these employees remains competitive with the compensation paid
to similarly situated employees at comparable companies; and
•
Ensure our program design does not encourage our executive offi
f cers to take unreasonable risks relating to our business.
To that end, management and the Compensation Committees believe the executive compensation packages provided by
Tripadvisor to our NEOs should include both cash and equity-based compensation.

30
The tabl
a e below sets forth information regarding the primary elements of our executive compensation program in 2024:
Compensation
Element
Compensation
Objective
Performance
Metrics
Characteristics
Time Horizon
Base Salary
•
Attract and retain qualified
executives
•
None
•
Market-competitive, fixed
level of compensation
•
Annual
Annual Bonus
•
Attract and retain qualified
executives
•
Motivate employees to achieve
specific short and long-term
strategic goals and objectives
•
Revenue
•
Adju
d sted EBITDA
•
At target, annual incentive
provides market-
competitive total cash
opportunity
•
At-risk compensation
•
Annual
Equity Awards -
Time-Based
RSUs
•
Align employees' and
stockholders’ interests
•
Attract and retain qualified
executives
•
N/A
•
Generally vest over four
years to enhance retention
•
At-risk compensation
•
Four years
Equity Awards -
Perfor
f
mance-
Based RSUs
•
Motivate performance of senior-
level employees to achieve
specific long-term financial and
strategic objectives
•
Revenue
•
Adju
d sted EBITDA
•
At-risk compensation
•
Two-year performance
period, with a three-year
vesting period
•
Three years
Roles and Responsibilities
Role of the Compensation and Sectio
t n 16 Committees
t
The Compensation Committee is appointed by the Board and consists entirely of directors who are “outside directors” for purposes
of Section 162(m) of the Code. The Compensation Committee currently consists of Messrs. Maffei and Hoag and Ms. Morgan, with
Ms. Morgan acting as Chair of the Compensation Committee. The Compensation Committee is responsible for (i) designing and
overseeing our compensation with respect to our executive offi
f cers, including salary matters, bonus plans and stock compensation plans;
and (ii) approving all grants of equity awards, but excluding matters governed by Rule 16b-3 under the Exchange Act (for
f
which the
Section 16 Committee has responsibility as described below). Notwithstanding the foregoing, the Compensation Committee has
delegated to the Company's Chief Executive Offi
f cer the authority to grant certain types of equity awards, subj
u ect to certain limitations,
to employees other than executive offi
f cers.
The Section 16 Committee is also appointed by the Board and consists entirely of directors who are “non-employee directors” for
purpos
r
es of Rule 16b-3 under the Exchange Act. The Section 16 Committee currently consists of Mr. Hoag and Ms. Morgan. The
Section 16 Committee is responsible for administering and overseeing matters governed by Rule 16b-3 under the Exchange Act,
including approving grants of equity awards to our NEOs. Ms. Morgan is also the Chair of the Section 16 Committee.
Role of Executiv
t e Offi
f cers
Management participates in reviewing and refining our executive compensation program. Our President and Chief Executive
Offi
f cer annually reviews the performance of Tripadvisor and each NEO other than himself with the Compensation Committees and
makes recommendations with respect to the appropriate base salary, annual bonus and grants of equity awards for each NEO, other than
himself. Based in part on these recommendations and the other factors discussed below, the Compensation Committees review and
approve the annual compensation package of each NEO.

31
Role of Compensation Consulta
l nt
Pursuant to the Compensation Committee and Section 16 Committee Charter, the Compensation Committees may retain
compensation consultants for the purpos
r
e of assisting the Compensation Committees in their evaluation of the compensation for our
NEOs. In July 2021, the Compensation Committees retained FW Cook, a premier provider of independent executive and non-employee
director compensation consulting services to compensation committees and senior management. FW Cook has provided obje
b ctive,
independent and expert advice to the Compensation Committees and senior management on matters related to executive pay. More
specifically, FW Cook provides the following services to the Compensation Committees:
•
Assist in developing and annually evaluating a peer group of publicly-traded companies to help assess executive
compensation, equity usage relative to peer companies and “new hire” compensation;
•
Compile and analyze competitive compensation market data and review all elements of Tripadvisor’s executive
compensation to assist the Company in developing a competitive compensation framework for our NEOs;
•
Review the value of equity compensation granted to our executives and advise on matters related to our long-term incentive
compensation structur
t
e generally as well as any potential one-off equity grants;
•
Provide advice on matters related to director compensation; and
•
Provide updates on executive compensation trends and regulatory developments.
While the Compensation Committees meet regularly with the Compensation Consultant, the Compensation Committees consider
input from the Compensation Consultant as one factor in making decisions with respect to compensation matters, along with information
and analysis they receive from management and their own judgment and experience.
Based on consideration of the factors set forth in the rules of the SEC and Nasdaq, the Compensation Committees have determined
that their relationships with FW Cook and the work perfor
f
med by FW Cook on behalf of the Compensation Committees have not raised
any conflic
f
t of interest. In addition, in compliance with the Compensation Committee and Section 16 Committee Charter, the
Compensation Committees appr
a
oved the fees paid to FW Cook for work performed in 2024. FW Cook did not provide any other services
to the Company or its affi
f liates in an amount in excess of $120,000 during the last completed fiscal year.
Role of Stockhold
t
ers
d
Tripadvisor provides its stockholders with the opportunity to cast an advisory vote to approve the compensation of our NEOs
every
r
three years. The Company conducted a "say-on-frequency" vote in 2024 where stockholders indicated a prefer
f ence for future
advisory resolutions to approve the compensation of our NEOs to occur every
r
three years. In evaluating our 2024 executive
compensation program, the Compensation Committees considered the result of the stockholder advisory vote on our executive
compensation (the “say-on-pay vote”) held at our 2024 Annual Meeting of Stockholders, which was approved by approximately 98%
of the votes cast.
Our Compensation Committees takes into account input from our stockholders, the recommendations of major proxy advisory
firms
f
, the practices of companies in our peer group
u
and the views of our compensation consultant in designing our executive
compensation program and setting compensation for our NEOs. Specifically, our executive compensation program includes the
following featur
t
es that we believe ensure promotion of stockholders’ interests and strong corporate governance:
•
Greater portions of compensation that are incentive based, or “variabl
a e,” as described in more detail in this section;
•
Increased focus on structur
t
ing annual bonus and equity awards so that payouts are tied to the achievement of financial
targets and strategic objectives;
•
Cash and equity incentive awards are subj
u ect to our Clawback Policy;
•
Robust executive stock ownership guidelines;
•
A policy that prohibits hedging, or hedging against losses, of Tripadvisor securities; and
•
Provisions in our equity plans that prohibit repricing of stock options without stockholder approval.
We will continue to evaluate ways to ensure that our executive compensation programs compensate our NEOs for performance
that furthers our business strategy and initiatives, competitive performance, sound corporate governance principles and stockholder
value and return. We will continue to seek to align our NEOs’ incentive compensation opportunities to the achievement of short-term
and long-term performance objectives that are directly aligned with the interest of our stockholders.

32
The Compensation Committees will continue to consider the outcome of the say-on-pay vote when making future compensation
decisions for our NEOs.
Compensation Program Elements
General
The primary
r elements of our direct executive compensation program are base salary, annual bonus and equity awards. The program
is designed to closely align executive compensation with performance by tying annual bonuses to performance and allocating a majority
of target compensation to perfor
f
mance-based equity awards that directly link the value of executive compensation to our stock price
performance.
Our pay-for-performance philosophy is reflected in the charts below showing the key design and structur
t
e aspects of our program.
With the exception of base salary, all elements of annual compensation are performance-based, variable or “at-risk”.
(1)
CEO Total Compensation consists of (i) 2024 base salary; (ii) 2024 annual bonus paid as reflected in the Summary Compensation Tabl
a e; and (iii) the aggregate
grant date fair value of the 2024 equity awards as disclosed in the tabl
a e below.
(2)
Other NEO Total Compensation reflects (i) the average of the amounts paid to Messrs. Noonan and Kalvert that consists of 2024 base salary and 2024 annual bonus
as reflected in the Summary
r
Compensation Tabl
a e, and (iii) the aggregate grant date fair value of the 2024 annual equity awards as disclosed in the Summary
Compensation Tabl
a e.
One of the primary obj
r
ectives of our compensation philosophy is to design pay opportunities that align with our perform
f
ance and
result in strong long-term value creation for our stockholders. The significant weighting of long-term incentive compensation aims to
ensure that our NEOs’ primary focus is sustained long-term performance, while our short-term incentive compensation motivates
consistent annual achievement.
Following recommendations from management or based on other considerations, the Compensation Committees may also adju
d st
compensation for specific individuals at other times during the year when there are significant changes in responsibilities or under other
circumstances that the Compensation Committees consider appropriate.
Base Salary
Base salary represents the fixed portion of an NEO’s total compensation and is intended to provide compensation for expected
day-to-day performance. An NEO’s base salary is initially determined upon hire or promotion based on a number of factors including,
but not limited to, his or her responsibilities, prior experience, and salary levels of other executives within Tripadvisor. Providing a
competitive base salary to our executives is essential to achieving our objectives of attracting and retaining talent. Base salary is typically
reviewed annually, at which time management makes recommendations to the Compensation Committees based on consideration of a
variety of factors including, but not limited to, the following:
•
the NEO’s total compensation relative to other executives in similarly situated positions;
•
his or her performance relative to previously establ
a ished perfor
f
mance goals;
•
competitive compensation market data, when availabl
a e;
•
his or her responsibilities, prior experience and individual compensation history, including any non-standard
compensation;

33
•
general economic conditions; and
•
the recommendations of the President and Chief Executive Offi
f cer (other than his own compensation).
Afte
f r careful
f
consideration of the factors discussed above with respect to each of the NEOs, the Compensation Committees
approved base salary changes for our NEOs for 2024. The tabl
a e below sets forth, for each NEO, the 2023 base salary, the base salary
increase and the 2024 base salary.
Name
2023(1)
Annual Salary
Increase
/Decrease
2024(2)
Matt Goldberg
$900,000
$—
$900,000
Michael Noonan
$525,000
$20,000
$545,000
Seth J. Kalvert
$525,000
$10,000
$535,000
(1)
Refle
f cts base salary of the NEOs as of December 31, 2023.
(2)
Refle
f cts base salary of the NEOs as of December 31, 2024.
Annual Bonus
Unless otherwise provided by the provisions of his or her employment agreement, the target annual bonus opportunities for our
NEOs are generally establ
a ished by the Compensation Committees, based on competitive market data and recommendations by the
President and Chief Executive Offi
f cer (other than in connection with his own compensation). Annual bonuses are awarded to recognize
and reward each NEO based on achievement of the Company’s annual operating plan as well as achievement of any strategic or business
goals set for such NEO and such NEO’s specific contributions to the Company’s performance. The amount awarded each year is based
on (i) with respect to 75%, the extent to which certain pre-establ
a ished financial performance targets are achieved during the year; and
(ii) with respect to the remaining 25%, the extent to which individual performance goals are achieved during the year. The annual bonus
is “variabl
a e compensation” because the Company must achieve certain performance goals and/or the NEO must achieve individual
performance goals aligned with strategic and business goals in order for the executive offi
f cers to receive an annual incentive bonus,
with the amount of bonus based on the extent to which the targets and goals are achieved. The annual bonus is designed to motivate our
executive offi
f cers to improve Company and individual performance. The annual bonus program aligns a portion of executive
compensation with key financial targets and, as a result, provides a valuable link between compensation and stockholder value creation.
The financial performance consists of consolidated Company revenue goals (50%) and consolidated adju
d sted EBITDA goals
(50%); the payout for threshold performance is 50% of target and the payout for maximum performance is 200% of target. The threshold
payout of 50% of the target bonus requires achievement of 90% of the revenue and 85% of the adju
d sted EBITDA targets while the
maximum payout of 200% of the target bonus requires achievement of 110% of the revenue and 117% of the adju
d sted EBITDA targets.
The annual bonus was designed with such threshold, target and maximum payout goals in order to create more financial incentive for
management to achieve a performance range of target or higher.
The tabl
a e below describes the potential payout opportunities for the financial performance component of the annual bonus for
Fiscal 2024 based on threshold, target and maximum achievement of the performance targets establ
a ished, as well as the Company's
performance and percentage payout for each such component.
Financial Performance
Metric
Threshold
Performance (50%
payout of Financial
Performance
Component)
Target Performance
(100% payout of
Financial
Performance
Component)
Maximum
Performance (200%
payout of Financial
Performance
Component)
Fiscal 2024
Actual
Performance
Resulting
Payout %
Revenue (in thousands)
$1,681,367
$1,868,185
$2,055,004
$1,834,561
99.2%
Adju
d
sted EBITDA (in
thousands)1
$331,055
$389,476
$455,687
$384,642
99.6%
(1)
In order to measure operational performance used in determining annual bonuses, this adju
d sted EBITDA figure does not reflect the deduction of the Company's
annual bonus expenses.

34
In February 2025, the Compensation Committee approved payouts for bonuses with respect to Fiscal 2024 for each of our NEOs
afte
f r taking into account a variety of factors including, but not limited to, the following:
•
Tripadvisor's Fiscal 2024 revenue achievement at 98% of target and Tripadvisor's Adju
d sted EBITDA achievement at 99%
of target;
•
Tripadvisor’s performance against the strategic initiatives described above and the executive offi
f cers’ contributions and
effort
f
s with respect to such initiatives;
•
the NEO’s individual performance; and
•
the recommendations of the Chief Executive Offi
f cer and President (other than in connection with his own compensation).
The tabl
a e below sets forth, for each NEO, the target bonus for Fiscal 2024, the actua
t
l bonus paid and percentage of bonus paid
relative to annual bonus target for each NEO.
Name
Target
Bonus as %
of Base
Salary
Target
Bonus
Bonus
Award
Percentage
of Award
to Target
Matt Goldberg
100%
$900,000
$900,000
100.0%
Michael Noonan
80%
$436,000
$450,000
103.2%
Seth J. Kalvert
80%
$428,000
$440,000
102.8%
Equity
i
Awards
The Compensation Committees use equity awards to align executive compensation with our long-term performance. Equity
awards link compensation to financial performance because their value depends on Tripadvisor’s performance and/or share price. Equity
awards are also an important retention tool because they vest over a multi-year period, subj
u ect to continued service by the award
recipient. Equity awards are typically granted to our NEOs upon hire or promotion and annually thereafte
f r. Management generally
recommends annual equity awards in the first quarter of each year when the Compensation Committees meet to make determinations
regarding annual bonuses for the last completed fiscal year and to set compensation and financial targets for the current fiscal year.
The practice of the Compensation Committees is to generally grant equity awards to our NEOs only in open trading windows,
although awards may occasionally be granted off-c
f
ycle, including awards for new hires. It is the policy of the Board and the
Compensation Committee to not take material nonpublic information into account when determining the timing and terms of equity
awards or to time the release of material nonpublic information for the purpose of affe
f cting the value of executive compensation. We
did not grant any stock options, stock appreciation rights or similar option-like instruments to our NEOs in 2024.
Under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan (the "2023 Plan"), the Compensation Committees may grant a
variety of long-term incentive vehicles. The following is a general description of the vehicles we used in 2024:
Service-Based Restricted Stock Units ("RS
"
Us"). RSUs are a promise to issue shares of our common stock in the future provided
that the NEO remains employed with us through the award’s vesting period. RSUs provide the opportunity for capi
a tal accumulation and
long-term incentive value and are intended to assist in satisfyi
f ng our retention objectives. As a result, RSUs typically vest over a four-
year requisite service period. For our NEOs, in Fiscal 2024, the grant date fair value of RSUs represented 50% of the grant date fair
value of all equity awards, with PSUs representing the remaining 50%.
Perfor
f
mance-Based Restri
t cted Stock Unitst (“PS
“
Us”). PSUs are also a promise to issue shares of common stock in the future
provided that the NEO remains employed with us through the awards vesting period and certain pre-determined financial performance
metrics are achieved. The number of shares earned, if any, depends on the extent to which financial performance metrics establ
a ished by
the Compensation Committees are met, relative to the targets establ
a ished by the Compensation Committees. For our NEOs, in Fiscal
2024, the grant date fair value of these PSUs represented 50% of the grant date fair value of all equity awards, with RSUs representing
the remaining 50%.

35
The tabl
a e below describes the threshold, target and maximum achievement performance targets for the PSU's granted in 2023 with
a performance period of January
r 1, 2023 through December 31, 2024, as well as the Company’s performance and percentage payout for
each such component.
Financial
Performance
Metric
Threshold
Performance (50%
payout of Financial
Performance
Component)
Target Performance
(100% payout of
Financial
Performance
Component)
Maximum Performance
(200% payout of
Financial Performance
Component)
Fiscal 2023 &
2024 Actual
Performance
Achievement
%
Revenue (in
thousands)
$3,240,000
$3,600,000
$3,816,000
$3,622,624
101.0%
Adju
d
sted EBITDA
(in thousands)
$657,000
$730,000
$788,400
$673,404
92.3%
The Compensation Committees review various factors considered by management when they establ
a ish Tripadvisor’s equity award
grant pool including, but not limited to, the following:
•
Tripadvisor’s business and financial performance, including year-over-year performance;
•
dilution rates, taking into account projected headcount growth and employee turnover;
•
equity compensation utilization by peer companies;
•
general economic conditions; and
•
competitive compensation market data regarding award values.
For specific awards to our NEOs, the Section 16 Committee considers a variety of factors including, but not limited to, the
following:
•
Tripadvisor’s business and financial performance, including year-over-year performance;
•
individual performance and future potential of the executive;
•
the overall size of the equity award pool;
•
award value relative to other Tripadvisor employees;
•
the value of previous awards and amount of outstanding unvested equity awards;
•
competitive compensation market data, to the degree that the availabl
a e data is comparable; and
•
the recommendations of the President and Chief Executive Offi
f cer (other than in connection with his own compensation).
Afte
f r review and consideration of the recommendations of management and the President and Chief Executive Offi
f cer (other than
with respect to awards for himself), the Section 16 Committee decides whether to grant equity awards to our NEOs. Afte
f r consideration
of the factors discussed above, in Februa
r
ry 2024 the Section 16 Committee granted the equity awards set forth in the tabl
a e below to
Messrs. Goldbe
d
rg, Noonan and Kalvert in connection with our annual equity award program.
Name
Grant Date Fair
Value
Number of
RSUs
Number of
PSUs
Matt Goldberg
$7,335,830
133,185
133,185
Michael Noonan
$3,311,300
60,118
60,118
Seth J. Kalvert
$2,292,430
41,620
41,620
e RSUs vest over four years, with 25% of such awards vesting on the first anniversary of
r
the grant date and 6.25% of the award
vesting in equal quarterly installments commencing thereafte
f r and for the remaining three years. The PSUs only vest if and to the extent
the Company achieves pre-determined revenue and adju
d sted EBITDA financial metrics (each weighted 50%) over a two-year
performance period. Based upon actual attainment relative to the financial metrics, employees may receive 0% to 200% of the target
number of PSUs originally granted. Upon completion of the two-year performance period, a determination is made as to the actua
t
l
number of PSUs awarded and such PSUs vest in two equal annual installments on each of December 31, 2025 and December 31, 2026.

36
In August 2024, afte
f r review and consideration, including recommendation from FW Cook, the Section 16 Committee approved
an additional equity grant to Mr. Goldbe
d
rg in the amount and on the terms described below, which had the same terms as the 2024
annual grant.
Name
Grant Date Fair
Value
Number of
RSUs
Number of
PSUs
Matt Goldberg
$749,974
27,173
27,173
The RSUs vest over four years, with 25% of such awards vesting on August 16, 2025 and 6.25% of the award vesting in equal
quarterly installments commencing thereafte
f r and for the remaining three years. The PSUs only vest if and to the extent the Company
achieves pre-determined revenue and adju
d sted EBITDA financial metrics (each weighted 50%) over a two-year perform
f
ance period.
Based upon actual attainment relative to the financial metrics, Messr. Goldbe
d
rg may receive up to 200% of the target number of PSUs
originally granted, or to be issued none at all. Upon completion of the two-year performance period, a determination is made as to the
actua
t
l number of PSUs awarded and such PSUs vest in two equal annual installments on each of December 31, 2025 and December 31,
2026.
Employ
m
ee Benefi
e ts
i
In addition to the primary elements of compensation described above, our NEOs are also eligible to participate in employee
benefits programs availabl
a e to our employees generally, including the Tripadvisor Retirement Savings Plan, a tax-qualified 401(k) plan
on the same basis as other employees. Under this plan, Tripadvisor matches 50% of each dollar contributed by a participant, up to the
first 6% of eligible compensation, subj
u ect to tax limits.
In addition, we provide other benefits to our NEOs generally on the same basis as all of our domestic employees. These benefits
include group health (medical, dental, and vision) insurance, group disabi
a lity insurance, and group lifef
insurance. Tripadvisor also
sponsors a Global Lifestyle Benefit program generally availabl
a e to all employees, including our NEOs, which provides for taxable
reimbursement of up to $1,750 per year, depending on years of service, for qualifyi
f ng services and products.
In situations where an NEO is required to relocate, Tripadvisor provides relocation benefits, including reimbursement of moving
expenses, temporary hous
r
ing and other relocation expenses as well as a tax gross-up payment on the relocation benefits. Mr. Goldbe
d
rg
received a temporary hous
r
ing benefit in 2024. This Company benefit is described further in the footnote to the Summary Compensation
Tabl
a e.
Compensation-Related Policies
Clawback
l
Policy
In light of the SEC’s adoption of final clawback rules and the Nasdaq's adoption of final listing standards consistent with the SEC
rules in June 2023, Tripadvisor adopted a formal Clawback Policy on November 1, 2023. The Clawback Policy applies to current and
former executive offi
f cers, and other employees of the Company who may from time to time be deemed subj
u ect to this policy by a
majority of the independent directors (as defined in the policy). The policy requires the recovery of incentive-based compensation, which
is broadly defined to cover any form of compensation that is granted, earned or vested based wholly or in part upon the attainment of a
financial reporting measure, received in the prior three years and afte
f r the effe
f ctive date of the Clawback Policy in the event Tripadvisor
is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting
requirement under the securities laws.
Insider Trading
i
and Hedging
i
Policy
Tripadvisor has adopted an Insider Trading Policy covering our directors, offi
f cers, employees, contractors and consultants that is
designed to ensure compliance with relevant SEC regulations, including insider trading rules. Tripadvisor’s Insider Trading Policy also
prohibits directors, offi
f cers, employees, contractors and consultants from engaging in various types of transactions in which they may
profit
f
from short-term speculative swings in the value of Tripadvisor securities. These transactions include “short sales” (or selling
borrowed securities which the sellers hopes can be purchased at a lower price in the future), “put” and “call” options (or publicly
availabl
a e rights to sell or buy securities within a certain period of time at a specified price or the like) and hedging transactions, such as
collars and forward sale contracts. The policy also prohibits the pledge or use of Company securities as collateral in a margin account
or collateral for a loan. Because our Insider Trading Policy and procedur
d
es are designed to address transactions by our directors, offi
f cers,
employees, contractors and consultants, it does not apply to the Company. To the extent the Company engages in market transactions
in our securities, it is the Company's intent to comply with applicable laws and regulations relating to insider trading. A copy of our
insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

37
Stock
t
Ownership Guidel
d in
l
es
In October 2015, the Board of Directors adopted guidelines which require that our NEOs and members of our Board own shares
of our common stock to further align their interests with those of our stockholders. These guidelines were reviewed in April 2022 and
again in November 2023, afte
f r which revised guidelines were approved. Under the current guidelines our NEOs and directors are
generally expected to directly hold securities having market or intrinsic value which is equal to or greater than a specified multiple of
his or her base salary or cash retainer, as set forth below:
•
For our President and Chief Executive Offi
f cer, six times his annual base salary;
•
For all other NEOs, three times his or her annual base salary; and
•
For each non-employee director, three times his or her annual cash retainer.
For the purpos
r
e of these calculations, shares of common stock and the afte
f r-tax value of time-based restricted stock units are
counted but shares underlying performance-based restricted stock units and unexercised stock options, whether vested or unvested, are
not counted. Individuals subj
u ect to these guidelines are expected to achieve the relevant ownership threshold on or before the later of
January 31, 2028 or five years afte
f r commencing service. As of March 31, 2025, all of our NEOs and members of our Board either met
the applicable ownership threshold or were within the permitted time period to attain the required ownership.
The Board recognizes that exceptions to this policy may be necessary or appropriate in individual cases and may approve such
exceptions from time to time as it deems appropriate in the interest of our stockholders.
These stock ownership guidelines were establ
a ished afte
f r consideration of the Compensation Committees' review of market
practices of other companies in the Company’s peer group
u with respect to stock ownership guidelines and in an effort
f
to enhance risk
mitigation and to more closely align the interests of the Company’s executive offi
f cers and Board members with those of the Company’s
stockholders.
Code of Busine
i
ss Conduct and Ethi
t
cs
In November 2023, our Board adopted an amended and restated Code of Business Conduct and Ethics applicable to all of our
directors, offi
f cers, employees, consultants and independent contractors. A copy of the Code of Business Conduct and Ethics is posted
on our website at http://ir.Tripadvisor.com/corporate-governance.
Role of Competitive Compensation Market Data
The Compensation Committee and management consider multiple data sources when reviewing compensation information to
ensure that the data reflects compensation practices of relevant companies in terms of size, industry
r and business complexity. Among
other factors, the Compensation Committees considers the following information regarding compensation for our NEOs:
•
Data from compensation surveys that include companies of a similar size and industry;
r
and
•
Data regarding compensation for certain executive offi
f cer positions from recent proxy statements and other SEC filings
of peer companies.
The Compensation Committees annually retain our compensation consultant to review the compensation peer group and to
recommend possible changes. Our business model is specialized in that we use our innovative technology systems and software to attract
users and then facilitate transactions between our business partners and those users. Accordingly, our compensation consultant identified
comparable companies focusing on publicly traded companies in the business to consumer and software industries as well as revenue
and market capitalization.

38
The compensation consultant reviewed the peer group
u
in 2023 to evaluate compensation for 2024 and suggested no changes to
the existing peer group. At the time the peer group was approved, Tripadvisor was positioned near the 50th percentile in terms of
revenue, market capitalization and between the median and 75th percentile in terms of EBITDA. Based on the input from FW Cook, the
Compensation Committee approved the peer group set forth below for purposes of informing 2024 target compensation levels for our
NEOs.
Company Name
Akamai Technologies
Angi
Box
CarGurus
r
Cimpress plc
Etsy
Expedia Group
Groupon
HubSpot
u
IAC Inc. (fka IAC/InterActiveCorp)
Redfin
f
Sabre
a
Shutterstock
Stitch Fix
Yelp
Zillow Group
When availabl
a e, management and the Compensation Committees consider competitive market compensation paid by peer group
u
companies but do not attempt to maintain a certain target percentile within the compensation peer group or otherwise rely solely on such
data when making recommendations to the Compensation Committees regarding compensation for our NEOs. Management and the
Compensation Committees strive to incorporate flexibility into our executive compensation program and the assessment process to
respond to and adju
d st for the evolving business environment and the value delivered by our NEOs.
Post-Employment Compensation
The Company has entered into employment arrangements with each of our NEOs. Pursuant to these agreements, each of our NEOs
is eligible to receive certain severance payments and benefits in the event of a qualifyi
f ng termination of employment. The material terms
of these employment agreements are described below under the heading “Potential Payments Upon Termination or Change in Control”
below. For further information regarding the severance payments and benefits received in connection with an NEO's resignation, please
see “Potential Payments Upon Termination or Change in Control.”
We believe that a strong, experienced management team is essential and in the best interests of the Company and our stockholders.
In addition, we recognize that the possibility of a change in control could arise and that such an event could result in the departur
t
e of
our senior leaders to the detriment of the Company and our stockholders. As a result, in 2017 we adopted a severance plan applicable to
certain senior leaders (the “Severance Plan”). The Severance Plan formalizes and standardizes our severance practices for certain of our
senior leaders. Adoption of the Severance Plan was approved by the Compensation Committees. The Severance Plan applies to all NEOs
as well as certain other senior leaders. While the benefits are generally consistent with the severance benefits provided for in individual
employment agreements, there are some differences. Under the terms of the Severance Plan, in the event of any conflict
f
or inconsistency
between the terms of any employment agreement and the Severance Plan, the terms more beneficial to the executive shall prevail. To
the extent any non-U.S. law requires the Company to provide benefits of any kind to an employee or imposes terms more favorable than
the terms of the Severance Plan in connection with the employees involuntary
r
termination or similar event, the participant shall be
entitled to the better of such mandatory benefits or terms and the benefits provided under the Severance Plan, without duplication. For
a description and quantific
f ation of change in control payments and benefits for our NEOs, please see the section below entitled “Potential
Payments Upon Termination or Change in Control.”
Tripadvisor's Inc. 2023 Stock and Annual Incentive Plan (the "2023 Plan") provides only for “double trigger” acceleration (i.e.,
acceleration upon termination by the Company other than for Cause or disabi
a lity or resignation for Good Reason, in each case within
three months prior to and 12 months following a Change in Control). The 2023 Plan also provides for acceleration of all equity awards
upon the death of a participant. Please see “Estimated Potential Incremental Payments” below for further information regarding the
treatment of equity awards held by our NEOs upon certain circumstances.

39
Tax Considerations
Section 162(m) of the Code generally precludes a tax deduction by any publicly-held company for compensation paid to the top
executive offi
f cers in excess of $1 million. With respect to taxable years before January 1, 2018, compensation in excess of $1 million
was exempt from this deduction limit if it qualified as “performance-based compensation” within the meaning of Section 162(m).
Effe
f ctive for taxable years beginning afte
f r December 31, 2017, the Tax Cuts and Jobs Act of 2017 (i) expanded the scope of Section
162(m) such that all NEOs are “covered employees” and anyone who was an NEO in any year afte
f r 2016 will remain a covered employee
for as long as such individual (or his or her beneficiaries) receives compensation from us and (ii) eliminated the exception to the
deduction limit for commission-based compensation and performance-based compensation except with respect to certain grandfat
f hered
arrangements in effe
f ct as of November 2, 2017 that are not subs
u
equently materially modified. Accordingly, compensation paid to our
NEOs in excess of $1 million is generally not deductible.
The Board and the Compensation Committees believe that stockholder interests are best served if they retain maximum flexibility
to design executive compensation programs that meet stated business objectives. For that reason, while our Board and Compensation
Committees consider the potential effe
f cts of Section 162(m) of the Code on the compensation paid to our NEOs, in light of the constraints
imposed by Section 162(m) and our desire to maintain flexibility in compensation decisions, the Board and the Compensation
Committees do not necessarily limit compensation to amounts deductible under Section 162(m).
Compensation Committee Interlocks and Insider Participation
During 2024 and currently, the Compensation Committee consists of Messrs. Maffei
f
and Hoag and Ms. Morgan and the Section
16 Committee consists of Mr. Hoag and Ms. Morgan. None of Messrs. Maffei and Hoag or Ms. Morgan was an employee of Tripadvisor
during the one-year period ended December 31, 2024 and none of them has ever served as an offi
f cer of Tripadvisor.
During the 2024 fiscal year, none of our executive offi
f cers served as: (i) a member of the compensation committee (or other
committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive offi
f cers served on our Compensation Committee; (ii) a director of another entity,
one of whose executive offi
f cers served on our Compensation Committee; or (iii) a member of the compensation committee (or other
committee of the board of directors performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive offi
f cers served on our Board.
Compensation Committees Report
This report is provided by the Compensation Committee and the Section 16 Committee of the Board. The Compensation
Committees have reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on this
review and discussions with management, the Compensation Committees recommended to the Board that the Compensation Discussion
and Analysis be included in Tripadvisor’s 2025 Proxy Statement.
No portion of this Compensation Committees Report shall be deemed to be incorporated by reference into any filing under the
Securities Act or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in
which this report appears, except to the extent that Tripadvisor specifically incorporates this report or a portion of it by reference. In
addition, this report shall not be deemed to be “soliciting material” or “fil
f ed” under either the Securities Act or the Exchange Act.
Members of the Compensation Committee:
Betsy
s L. Morgan (Cha
C
ir)
Jay C. Hoag
Gregory
r B. Maffei
a
Members of the Section 16 Committee:
Betsy
s L. Morgan (Cha
C
ir)
Jay C. Hoag

40
CEO PAY RATIO
Overview
SEC rules require annual disclosure of the ratio of the annual total compensation of a company’s principal executive offi
f cer to
such company’s median employee’s total annual compensation, excluding the principal executive offi
f cer for purposes of this
calculation. The purpos
r
e of this disclosure is to provide a measure of the equitabi
a lity of pay within the organization.
The 2024 annual total compensation of our median employee, excluding Mr. Goldbe
d
rg, our President and CEO, calculated in
accordance with the Summary
r Compensation Tabl
a e requirements was $140,214.
The 2024 annualized total compensation of our President and CEO was $10,034,887.
The ratio of the annual total compensation of our President and CEO to that of our median employee was approximately 72 to 1.
We believe this pay ratio is a reasonabl
a e estimate calculated in a manner consistent with SEC rules. Please note the following information
to provide important context related to our employee population and to describe the methodology and the material assumptions,
adju
d stments, and estimates that we used to calculate this ratio.
•
Tripadvisor is a global company, with complex operations worldwide and many of our employees are located outside of the
United States. As of December 31, 2024, our workforce consisted of approximately 2,860 full-time and part-time employees,
including hourly employees. Approximately 35% of the Company’s employees are located in the United States, with the
remaining employees located in Europe and throughout the rest of the world. We selected December 31, 2024 as the date upon
which we would identify the “median employee” because it enabled us to make such identification in a reasonably effi
f cient
and economical manner.
•
We included all full-time, part-time, and fixed-term contractor employees globally, excluding our President and CEO. We
annualized compensation of 448 full-time and part-time employees who were hired in 2024 but did not work for the Company
for the entire fiscal year. Earnings of our employees outside the U.S. were converted to U.S. dollars using the currency exchange
rates used for organizational planning purposes, which consider historic and forecasted rates as well as other factors. We did
not make any cost of living adju
d stments.
•
Our compensation measure, which is consistently applied and used to identify our median employee, was annualized base
salary, short-term bonus at target and annual long-term equity incentive at target.
•
We identified employees within $600 of the median 2024 annual total compensation and excluded those employees who had
anomalous compensation characteristics.
Because the SEC rules for identifyi
f ng the median employee and calculating the pay ratio based on that employee’s annual total
compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and
assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be
comparable to our pay ratio, as other companies have offi
f ces in different countries, employee populations and compensation practices
and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

41
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Item
402(v) of Regulation S-K, the tabl
a e below sets forth information about the relationship between compensation actua
t
lly paid (“CAP”) to
the our principal executive offi
f cer ("PEO") and non-PEO NEOs and certain financial performance measures of the Company and how
the Company aligns executive compensation with the Company's performance. Included in our historical analysis is the compensation
for former NEOs Mr. Teunissen and Mss. Soni and Nelson, who are no longer with the Company. For further information concerning
the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with Company
performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
Value of Initial Fixed $100
Investment Based On:
Year (1)
Summary
Compensation
Table Total
for Mr.
Goldberg
PEO ($) (2)
Compensation
Actually Paid
to Mr.
Goldberg
PEO ($) (3)
Summary
Compensation
Table Total
for Mr. Kaufer
PEO ($) (2)
Compensation
Actually Paid
to Mr. Kaufer
PEO ($) (3)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs ($) (2)
Average
Compensation
Actually Paid
to Non-PEO
NEOs ($) (3)
Total
Shareholder
Return ($) (4)
Peer Group
Total
Shareholder
Return ($) (5)
Net
Income
(Loss) ($)
(in millions)
Adjusted
EBITDA
($) (in
millions)
(6)
(a)
(b)
(c)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
10,034,887
1,627,911
—
—
3,804,067
968,040
48.62
158.48
5
339
2023
1,942,733
1,405,194
—
—
2,222,758
1,936,385
70.87
118.93
10
334
2022
14,496,745
13,353,650
497,535
(5,949,665)
3,009,827
749,754
59.18
81.50
20
295
2021
—
—
7,676,612
8,686,111
3,161,228
2,326,196
89.73
134.41
(148)
100
2020
—
—
919,464
(4,013,595)
3,800,054
3,528,452
94.73
137.32
(289)
(51)
(1)
Mr. Goldbe
d
rg became the PEO on July 1, 2022. Mr. Kaufer
f
served as PEO for a portion of Fiscal 2022 and the entirety of Fiscal 2021 and 2020. Our Non-PEO
NEOs for the applicable years were as follows: (i) for Fiscal 2024: Messrs. Noonan and Kalvert; (ii) for Fiscal 2023: Messrs. Noonan, Kalvert and Teunissen and
Ms. Soni; (iii) for Fiscal 2022: Messrs. Noonan, Kalvert and Teunissen and Mss. Soni and Nelson; (iv) for Fiscal 2021: Messrs. Kalvert and Teunissen and Mss.
Soni and Nelson; and (v) for Fiscal 2020: Messrs. Kalvert and Teunissen and Mss. Soni and Nelson.
(2)
Amounts reported in these columns represent: (i) the total compensation reported in the Summary
r Compensation Tabl
a e for the applicable fiscal year in the case of
our PEOs; and (ii) the average of the total compensation reported in the Summary Compensation Tabl
a e for the applicable fiscal year for our Non-PEO NEOs.
(3)
Amounts reported in these columns represent CAP; adju
d stments were made to the amounts reported in the Summary Compensation Tabl
a e for the applicable fiscal
year. A reconciliation of the adju
d stments for our PEOs and the average of the Non-PEO NEOs is set forth in the tabl
a es below, which describe the adju
d stments, each
of which is prescribed by the SEC rules, to calculate the CAP amounts from the amounts described in the Summary Compensation Tabl
a e.
(4)
Total Shareholder Return ("TSR") is cumulative for the measurement periods ending December 31, 2024, 2023, 2022, 2021 and 2020.
(5)
The Company's Peer Group represents the Research Data Group ("RDG") Internet Composite Index, which is a published industry
r index used by the Company for
purpos
r
es of compliance with Item 201(e) of Regulation S-K.
(6)
Adjusted EBITDA, a non-GAAP financial measure, is the Company's selected measure. Refer to our 2024 Annual Report for a reconciliation of adju
d sted EBITDA
to Net Income, the most directly comparable financial measure calculated and presented in accordance with US GAAP.
Mr. Goldberg
Mr. Kaufer
Compensation Actually Paid to PEO
2024 ($)
2023 ($)
2022 ($)
2022 ($)
2021 ($)
2020 ($)
Summary Compensation Tabl
a e Total
10,034,887
1,942,733
14,496,745
497,535
7,676,612
919,464
Deductions for Grant Date Fair Value of Stock Awards
and Option Awards reported in Summary
Compensation Table
a
(8,085,804)
— (13,025,860)
—
(6,402,979)
—
Addition of Year-End Fair Value Awards Granted in
the Applicable Fiscal Year that are Outstanding and
Unvested
3,375,095
—
11,882,765
—
6,080,847
—
Additions (Deduc
d
tions) for Change in Fair Value of
Awards Granted in Prior Fiscal Years' That Vested in
the Applicable Fiscal Year
(138,605)
(410,526)
—
(3,760,236)
4,048,455
(90,102)
Deduction of Fair Value of Prior Fiscal Years' Awards
Forfeited During the Fiscal Year
—
—
—
(871,802)
(1,720,411)
(3,309,310)
Additions (Deduc
d
tions) for Change in Fair Value of
Prior Fiscal Years' Awards Unvested at Fiscal Year End
(3,557,662)
(127,013)
—
(1,815,162)
(996,413)
(1,533,647)
Compensation Actually Paid to PEO
1,627,911
1,405,194
13,353,650
(5,949,665)
8,686,111
(4,013,595)

42
Average Compensation Actually Paid to Non-PEO NEOs
2024 ($)
2023 ($)
2022 ($)
2021 ($)
2020 ($)
Summary Compensation Tabl
a e Total
3,804,067
2,222,758
3,009,827
3,161,228
3,800,054
Deductions for Grant Date Fair Value of Stock Awards and
Option Awards reported in Summary
r Compensation Table
a
(2,801,865)
(1,504,585)
(2,049,980)
(2,299,953)
(2,959,675)
Addition of Year-End Fair Value Awards Granted in the
Applicable Fiscal Year that are Outstanding and Unvested
1,070,653
1,265,320
966,987
1,182,594
3,355,258
Additions (Deduc
d
tions) for Change in Fair Value of Awards
Granted in Prior Fiscal Years' That Vested in the Applicable
Fiscal Year
(67,560)
49,618
103,337
749,321
(331,270)
Deduction of Fair Value of Prior Fiscal Years' Awards Forfeited
During the Fiscal Year
—
(140,175)
(106,930)
(14,848)
(132,578)
Additions (Deduc
d
tions) for Change in Fair Value of Prior Fiscal
Years' Awards Unvested at Fiscal Year End
(1,037,255)
43,449
(1,173,486)
(452,146)
(203,337)
Average Compensation Actually Paid to Non-PEO NEOs
968,040
1,936,385
749,754
2,326,196
3,528,452
Perfor
f
mance Measures Used to Link Company Perfor
f
mance and Compensation Actually Paid
The following is a list of our most important performance measures used by us to link CAP to our NEOs to Company performance
for Fiscal 2024. Each metric below is used for purpos
r
es of determining payouts under either our annual incentive program or vesting of
our PSUs. The performance measures included in this tabl
a e are not ranked by relative importance.
Adju
d sted EBITDA
Revenue
Stock Price
Please see the section "Compensation Discussion and Analysis" for a further description of these metrics and how they are used
in the Company's executive compensation program.
Relationship Between Compensation Actually Paid and Financial Perfor
f
mance
As described in more detail in the section "Compensation Discussion and Analysis," the Company's executive compensation
programs reflect a variable pay for performance philosophy. The Company generally seeks to incentivize long-term performance, and
therefor
f
e does not specific
f ally align the Company's performance measures with CAP (as computed in accordance with SEC rules) for a
particular fiscal year. In accordance with the SEC rules, the Company is providing the following descriptions of the relationships between
information presented in the pay versus performance tabl
a e.

43
The chart below reflects the relationship between the PEO and average non-PEOs CAP and our Net Income for the fiscal years
ended December 31, 2020, 2021, 2022, 2023 and 2024.
The chart below reflects the relationship between our TSR and our Peer Group TSR, as well as the relationship between CAP and
our TSR for the PEO and non-PEOs for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. TSR amounts reported
in graphs assume an initial fixed investment of $100.00 on January 1, 2020, and that all dividends, if any, were reinvested.

44
The chart below reflects the relationship between the PEO and average non-PEO NEOs and the Company's Adju
d sted EBITDA
for the years ended December 31, 2020, 2021, 2022, 2023 and 2024.

45
EXECUTIVE COMPENSATION
Summary Compensation
The NEOs referred to herein encompasses: (i) each individual who served as our PEO at any time during Fiscal 2024; (ii) each
individual who served as our principal financial offi
f cer at any time during Fiscal 2024; and (iii) the only other executive offi
f cer (other
than any individual who served as our PEO or principal financial offi
f cer) who was serving in such capacity as of the last day of Fiscal
2024. Ms. Dalton and Mr. Ambeskovic were designated executive offi
f cers by the Board of Directors on April 29, 2025. Since neither
Ms. Dalton nor Mr. Ambeskovic served as an executive offi
f cer at any time during Fiscal 2024, they are not considered NEOs and their
information is not included in this section. The following tabl
a e sets forth certain information regarding the compensation earned by, or
paid to, each of our NEOs for services rendered in the fiscal years indicated.
Name and
Principal Position
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Matt Goldberg
2024
900,000
—
8,085,804
—
900,000
149,083
10,034,887
President and Chief Executive Offi
f cer
2023
900,000
—
—
—
891,000
151,733
1,942,733
2022
387,692
500,000
8,263,363
4,762,497
480,000
103,193
14,496,745
Michael Noonan
2024
541,924
3,311,300
—
450,000
22,165
4,325,389
Chief Financial Offi
f cer
2023
525,000
400,000
2,744,377
—
415,000
42,127
4,126,504
2022
80,769
—
1,833,283
916,664
100,000
—
2,930,716
Seth J. Kalvert
2024
533,462
—
2,292,430
—
440,000
16,853
3,282,745
Chief Legal Offi
f cer and Secretary
2023
523,462
—
2,058,262
—
400,000
6,783
2,988,507
2022
511,923
—
2,499,976
—
475,000
14,900
3,501,799
(1)
The amounts for annual bonus awards paid to the NEOs pursuant to the Company’s incentive plan are reflected in the “Non-Equity Incentive Plan Compensation”
column. The amounts reported for Mr. Goldbe
d
rg and Mr. Noonan, represent one-time signing bonuses paid pursuant to the terms of their employment agreements.
(2)
The amounts reported represent the aggregate grant date fair value of awards granted in the year indicated, calculated in accordance with Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, disregarding estimated forfeitures related to service-based vesting. For PSUs,
the amounts reported include the probabl
a e outcome of the performance conditions. The values of the performance-based awards granted to Messrs. Goldbe
d
rg,
Noonan and Kalvert in 2024 assuming maximum achievement of the performance conditions is $8,221,654, $3,372,620 and $2,334,882, respectively. See “Grants
of Plan-Based Awards” below for information regarding the individual awards and the determination of the grant date fair value of these awards.
(3)
For a description of the annual cash bonus program, please see “Annual Bonus” in the Compensation, Discussion and Analysis.
(4)
Refer to the “2024 All Other Compensation” tabl
a e below for information regarding the 2024 amounts reported.
2024 All Other Compensation
Name
Temporary
Housing
($)(a)
Global
Lifestyle
Benefits
($)
Matching
Charitable
Donation
($)
Employer
Retirement
Contributions
($)(b)
Other
($)(c)
Total ($)
Matt Goldberg
120,000
1,250
4,970
10,350
12,513
149,083
Michael Noonan
—
1,250
—
10,350
10,565
22,165
Seth J. Kalvert
—
1,533
4,970
10,350
—
16,853
(a)
Represents a temporary hous
r
ing allowance of $10,000 per month, payable pursuant to approval by the Compensation Committee.
(b)
Represents matching contributions under the Tripadvisor Retirement Savings Plan as in effe
f ct through December 31, 2024, pursuant to which Tripadvisor matches
$0.50 for each dollar a participant contributes, up to the first 6% of eligible compensation, subj
u ect to certain limits.
(c)
Represents taxabl
a e travel reimbursements.

46
Grants of Plan-Based Awards
The tabl
a e below provides information regarding the plan-based awards granted in 2024 to our NEOs.
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards($)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(#)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Grant Date
Fair Value of
Stock and
Option
Awards
Name
Grant Date
Threshold
Target
Maximum
Threshold
Target
Maximum
Units (#)
($)(1)
Matt Goldberg
RSUs(2)
3/4/2024
—
—
—
—
—
—
133,185
3,599,991
PSUs(2)
3/4/2024
—
—
—
66,593
133,185
266,370
—
3,735,839
RSUs(2)
8/16/2024
—
—
—
—
—
—
27,173
374,987
PSUs(2)
8/16/2024
—
—
—
13,587
27,173
54,346
—
374,987
Annual Bonus
3/4/2024
450,000
900,000
1,800,000
—
—
—
—
—
Michael Noonan
RSUs(2)
3/4/2024
—
—
—
—
—
—
60,118
1,624,990
PSUs(2)
3/4/2024
—
—
—
30,059
60,118
120,236
—
1,686,310
Annual Bonus
3/4/2024
218,000
436,000
872,000
—
—
—
—
—
Seth J. Kalvert
RSUs(2)
3/4/2024
—
—
—
—
—
—
41,620
1,124,989
PSUs(2)
3/4/2024
—
—
—
20,810
41,620
83,240
—
1,167,441
Annual Bonus
3/4/2024
214,000
428,000
856,000
—
—
—
—
—
(1)
The amounts reported represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related
to service-based vesting, and may not correspond to the actua
t
l value that will be realized by the executive. We have disclosed the assumptions made in the valuation
of the awards in “Note 13—Stock Based Awards and Other Equity Instruments” in the notes to our consolidated financial statements in our 2024 Annual Report.
For PSUs granted in 2024, the value reported reflects the grant-date fair value of the awards based on the probabl
a e outcome of the performance conditions.
(2)
For a description of the vesting terms of these awards, please see “Outstanding Equity Awards at Fiscal Year-End” below.

47
Outstanding Equity Awards at Fiscal Year-End
The following tabl
a e provides information regarding the holdings of all equity awards held by our NEOs as of December 31, 2024.
Option Awards
Stock Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(10)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights
That Have
Not
Vested (#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(10)
tt
Goldberg
7/1/2022(1)
290,142
225,666
18.47
7/1/2032
—
—
—
—
7/1/2022(1)
—
—
—
—
112,810
1,666,204
—
—
7/1/2022(2)
—
—
—
—
—
—
378,064
5,584,005
3/4/2024(3)
—
—
—
—
133,185
1,967,142
—
—
3/20/2024(4)
—
—
—
—
—
—
133,185
1,967,142
8/16/2024(5)
—
—
—
—
27,173
401,345
—
—
8/16/2024(4)
—
—
—
—
—
—
27,173
401,345
Michael
Noonan
10/31/2022(6)
38,492
38,494
23.62
10/31/2032
—
—
—
—
10/31/2022(6)
—
—
—
—
19,404
286,597
—
—
10/31/2022(7)
—
—
—
—
—
—
61,935
914,780
2/22/2023(3)
—
—
—
—
37,939
560,359
—
—
3/24/2023(8)
—
—
—
—
67,446
996,177
3/4/2024(3)
—
—
—
—
60,118
887,943
—
—
3/20/2024(4)
—
—
—
—
—
—
60,118
887,943
Seth J.
Kalvert
2/26/2015
22,601
—
86.36
2/26/2025
—
—
—
—
2/22/2016
34,950
—
59.61
2/22/2026
—
—
—
—
2/27/2017
43,776
—
39.31
2/27/2027
—
—
—
—
2/27/2017
79,324
—
39.31
2/27/2027
—
—
—
—
2/22/2018
26,910
—
38.15
2/22/2028
—
—
—
—
2/27/2019
21,281
—
50.63
2/27/2029
—
—
—
—
2/25/2020
44,378
—
25.62
2/25/2030
—
—
—
—
2/23/2021
23,674
—
46.05
2/23/2031
—
—
—
—
2/23/2021(3)
23,285
1,553
46.05
2/23/2031
—
—
—
—
2/23/2021(3)
—
—
—
—
1,358
20,058
—
—
2/22/2022(9)
—
—
—
—
7,688
113,552
—
—
2/22/2023(3)
—
—
—
—
28,454
420,266
—
—
3/24/2023(8)
—
—
—
—
—
—
50,584
747,126
3/4/2024(3)
—
—
—
—
41,620
614,727
—
—
3/20/2024(4)
—
—
—
—
—
—
41,620
614,727
(1)
Vests 25% on July 1st of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining three
years of the vesting period, subj
u ect to continuous employment with, or performance of services for, the Company through the applicable vesting date.
(2)
Represents the target number of shares to be issued assuming that, for the period from July 1, 2022 through July 1, 2025, performance metrics are achieved at target
levels. The MSUs vest on July 1, 2025 subj
u ect to achievement of the performance criteria, with 25% shares earned if our stock price is equal to or greater than
$35.00 but less than $45.00, 50% of the shares earned if our stock price is equal to or greater than $45.00 but less than $55.00 and 100% of the shares earned if our
stock price is equal to or greater than $55.00 during the performance period, subj
u ect to continuous employment with, or performance of services for, the Company
through the vesting date.
(3)
Vests 25% on February 15th of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining
three years of the vesting period, subj
u ect to continuous employment with, or performance of services for, the Company through the applicable vesting date.
(4)
Represents the target number of shares to be issued assuming target achievement of revenue and adju
d sted EBITDA metrics relative to performance targets establ
a ished
by the Compensation Committee. The PSU awards, to the extent earned, vest in two equal annual installments on each of December 31, 2025 (as soon thereafter the
Company determines the extent to which the performance targets have been achieved and the actual number of PSUs to be awarded) and December 31, 2026, subj
u ect
to continuous employment with, or performance of services for, the Company through the applicable vesting date.

48
(5)
Vests 25% on August 15th of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining
three years of the vesting period, subj
u ect to continuous employment with, or performance of services for, the Company through the applicable vesting date.
(6)
Vests 25% on October 31st of the first year following the date of grant and as to 6.25% of the remaining shares in equal quarterly installments over the remaining
three years of the vesting period, subj
u ect to continuous employment with, or performance of services for, the Company.
(7)
Represents the target number of shares to be issued assuming that, for the period from October 31, 2022 through October 31, 2025, performance targets are achieved.
The MSUs shall vest on October 31, 2025, with 25% of the shares earned if our stock price is equal to or greater than $35.00 but less than $45.00, 50% of the shares
earned if our stock price is equal to or greater than $45.00 but less than $55.00 and 100% of the shares earned if our stock price is equal to or greater than $55.00,
subj
u ect to continuous employment with, or performance of services for, the Company through the vesting date.
(8)
Represents the target number of shares to be issued assuming target achievement of revenue and adju
d sted EBITDA metrics relative to performance targets establ
a ished
by the Compensation Committee. The PSU awards, to the extent earned, vest in two equal annual installments on each of December 31, 2024 (as soon thereafter the
Company determines the extent to which the performance targets have been achieved and the actual number of PSUs to be awarded) and December 31, 2025, subj
u ect
to continuous employment with, or performance of services for, the Company through the applicable vesting date.
(9)
Vests 33.33% on February 15th of the first year following the date of grant and as to 8.33% of the remaining shares in equal quarterly installments over the remaining
two years of the vesting period, subj
u ect to continuous employment with, or performance of services for, the Company through the applicable vesting date.
(10) The amounts reported in this column represent the market value of shares or units of stock that have not vested calculated by multiplying the number of stock awards
that have not vested by $14.77, the closing price of the Company’s common stock on The Nasdaq Stock Market as of December 31, 2024, the last trading day in
2024.
Option Exercises and Stock Vested
The following tabl
a e sets forth information regarding the vesting of stock awards held by the NEOs during 2024. None of our
NEOs exercised stock options during 2024.
Stock Awards
Name
Exercise or
Vest Date
Number of
Shares
Acquired on
Vesting(1)
Value Realized
on Vesting
($)(2)
Matt Goldberg
1/1/2024
16,116
346,977
4/1/2024
16,115
447,836
7/1/2024
16,116
287,026
10/1/2024
16,116
233,521
Michael Noonan
1/31/2024
2,425
53,496
2/15/2024
16,861
426,921
4/30/2024
2,426
65,502
5/15/2024
4,215
81,139
7/31/2024
2,425
43,699
8/15/2024
4,215
57,282
10/31/2024
2,426
39,156
11/15/2024
4,216
61,469
Seth J. Kalvert
2/15/2024
21,682
548,988
5/15/2024
12,197
234,792
8/15/2024
12,207
165,893
11/15/2024
12,207
177,978
(1)
The amounts reported in this column represent the gross number of shares acquired upon the vesting of RSUs without taking into account any shares that may have
been withheld to satisfy applicable tax obligations.
(2)
The amounts reported in this column represent the aggregate dollar value realized upon the vesting of RSUs calculated by multiplying the gross number of RSUs
vested by the closing price of Tripadvisor common stock on The Nasdaq Stock Market on the vesting date or, if the vesting occurred on a day on which The Nasdaq
Stock Market was closed for trading, the next trading day.
Non-Qualified Deferred Compensation
We do not currently have any other defined contribution or other plan that provides for deferred compensation on a basis that is
not tax-qualified for our employees.

49
Potential Payments Upon Termination or Change in Control
We entered into employment agreements with each of Messrs. Goldbe
d
rg, Noonan, and Kalvert. Pursuant to these agreements,
each of our NEOs is eligible to receive certain severance payments and benefits in the event of a qualifying
f
termination of employment.
The material terms of these employment agreements are described below.
We believe that a strong and experienced management team is essential and in the best interests of our Company and our
stockholders. In addition, we recognize that the possibility of a change in control could arise and that such an event could result in the
departur
t
e of our senior leaders to the detriment of the Company and our stockholders. As a result, we adopted the Severance Plan
applicable to certain senior leaders. The plan formalizes and standardizes our severance practices for our most senior leaders. Adoption
of the Severance Plan was approved by the Compensation Committees. The Severance Plan applies to all of our current serving NEOs.
While the benefits are generally consistent with the severance benefits provided for in individual employment agreements, there are
some differences. In addition, under the terms of the Severance Plan, in the event of any conflict
f
or inconsistency between the terms of
any employment agreement and the Severance Plan, the terms more beneficial to the offi
f cer will prevail. To the extent any non-US law
requires the Company to provide benefits of any kind to an employee or imposes terms more favorable than the terms of the Severance
Plan in connection with the employees involuntary
r
termination or similar event, the participant shall be entitled to the better of such
mandatory benefits or terms and the benefits provided under the Severance Plan, without duplication.
Change of Contro
t
l Provisions
The 2023 Plan and the 2018 Plan provide that, unless otherwise specified in the applicable award agreement, upon an NEO’s
termination of employment by the Company within three months prior to or within twelve months following a Change in Control other
than for “Cause” or “Disability,” or by the participant for “Good Reason,” as each term is defined in the applicable plan, the following
shall occur:
•
stock options and stock appreciation rights held by such participant will automatically become fully exercisabl
a e and will
remain exercisabl
a e until the later of (i) the last day on which such option or stock appreciation right is exercisabl
a e as
specified in the applicable award agreement or (ii) the earlier of the first anniversary of
r
the Change in Control and the
expiration of the term of the option or stock appreciation right; and
•
all other awards will become fully vested (with any performance-based awards being deemed met at target) and the
restrictions and conditions on all other awards will automatically be deemed waived.
Notwithstanding the foregoing, the Award Agreements with respect to the MSUs granted in 2022 to each of Messrs. Goldbe
d
rg
and Noonan provide for a single-trigger acceleration upon the occurrence of a Change in Control.
Matt Goldbe
d
rg Employ
m
ment Arrangement
On May 2, 2022, Tripadvisor LLC entered into an employment agreement with Mr. Goldbe
d
rg. Pursuant to the employment
agreement:
•
Mr. Goldbe
d
rg's initial annual base salary was $800,000, which increased to $900,000 effe
f ctive January 1, 2023.
•
Mr. Goldbe
d
rg received a signing bonus of $500,000, but he was required to repay such amount to the Company in full if
Mr. Goldbe
d
rg resigned without Good Reason or if the Company terminated his employment for Cause (as such terms are
defined in the employment agreement) prior to Mr. Goldbe
d
rg completing 12 months of employment.
•
For a period of no less than 12 months commencing on his start date, the Company pays Mr. Goldbe
d
rg $10,000 per month
to maintain a residence within 20 miles of the Company’s Needham offi
f ce.
•
Pursuant to the 2018 Plan, Mr. Goldbe
d
rg received a one-time equity award of market-based restricted stock units ("MSUs”)
with a grant date value of $3,500,000.
•
Mr. Goldbe
d
rg received an award of RSUs and stock options pursuant to the 2018 Stock Plan, such awards representing
annual awards for 2022 and 2023. The RSUs had an award value of $4,762,500 and the stock options had an award value
of $4,762,500.
•
Mr. Goldbe
d
rg is eligible for an annual bonus, subj
u ect to achievement of individual and corporate objectives to be
establ
a ished and to approval of the Compensation Committee, with a target of 100% of base salary.
•
Beginning in 2024, Mr. Goldbe
d
rg is eligible for annual equity grants pursuant to the 2023 Plan, with an annual target
award value of $6,350,000 in a combination of RSUs, stock options and/or other forms of equity award, subj
u ect to

50
achievement of individual and corporate objectives and other terms and conditions, including with respect to vesting,
approval by the Compensation Committee.
Mr. Goldbe
d
rg participates in the Severance Plan and, as such, is eligible to receive severance benefits pursuant to the Severance
Plan under certain circumstances, including a termination of employment by the Company without Cause more than three months prior
to and more than 12 months following a Change in Control or a termination of his employment by the Company without Cause or by
Mr. Goldbe
d
rg for Good Reason within three months prior to or 12 months following a Change in Control, as each of those terms is
defined in the Severance Plan. In addition to the benefits that he would otherwise be entitled to under the Severance Plan, Mr. Goldbe
d
rg
is entitled to the following rights and benefits:
•
in the case of the termination of his employment due to his death, full acceleration of any outstanding and unvested equity
awards, with the Reference Price for the MSUs being deemed to be achieved at 100%;
•
in the case of the termination of his employment without Cause or for Good Reason not in connection with a Change in
Control (as such term is defined in the Severance Plan), (A) the Company will consider in good faith the payment of an
annual bonus on a pro rata basis for the year in which the termination of employment occurs based on actua
t
l performance
during the year, and (B) all equity awards that are outstanding and unvested at the time of such termination but which
would but for termination of employment have vested during the 18 month following such termination shall vest as of the
date of such termination (provided that equity awards that vest less frequently than annually shall be treated as though
such awards vested annually), subj
u ect to the achievement of any performance conditions applicable to such equity awards
(including the PSUs); and
•
in the case of a termination of employment due to his death or a termination of his employment by the Company without
Cause or by Mr. Goldbe
d
rg for Good Reason not in connection with a Change in Control, any the vested stock options and
stock appreciation rights (including pursuant to any acceleration provisions) shall remain exercisabl
a e through the earlier
of the date that is 18 months following the date of termination of his employment and the original expiration date of the
award.
Receipt of the severance payments and benefits set forth above is contingent upon Mr. Goldbe
d
rg executing and not revoking a
separation and release in favor of the Company. Mr. Goldbe
d
rg has agreed to be restricted from competing with the Company or any of
its subs
u
idiaries or affi
f liates, or soliciting their employees, consultants, independent contractors, customers, suppl
u
iers or business partners,
among others, from his start date through a 12-month period afte
f r termination of his service with the Company.
Michael Noonan Employ
m
ment Arrangement
On October 10, 2022, Tripadvisor LLC entered into an employment agreement with Mr. Noonan. The employment agreement,
provides that:
•
Mr. Noonan’s initial annual base salary was $525,000 and he was not eligible for a merit increase until 2024.
•
Mr. Noonan received a signing bonus of $400,000 in January 2023 but was required to repay such amount to the Company
in full if Mr. Noonan resigned without Good Reason (as defined in the employment agreement) or if the Company
terminated his employment for Cause (as defined in the Severance Plan) prior to completing 12 months of employment
from his start date.
•
Mr. Noonan received a one-time equity award pursuant to the 2018 Plan with an aggregate grant date value of $2,750,000.
Of such award, $916,667 was issued in the form of RSUs, $916,667 was issued in the form of MSUs and $916,667 was
issued in the form of stock options.
•
In the first quarter of 2023, at the same time that the Company awarded its annual equity grants to employees pursuant to
the 2018 Plan and as part of the Company’s long-term equity incentive program, Mr. Noonan received another equity
award with a target aggregate grant date value of approximately $2,750,000 .
•
During his employment, Mr. Noonan is eligible for an annual bonus, subj
u ect to achievement of individual and corporate
obje
b ctives to be establ
a ished by the Compensation Committee, with a target amount of 80% of base salary.
•
Beginning in 2024, Mr. Noonan is eligible for annual equity grants pursuant to the 2023 Plan, with an annual target award
value of $2,750,000 in a combination of RSUs, stock options and/or other forms of equity award, subj
u ect to achievement
of individual and corporate objectives and other terms and conditions, including with respect to vesting, approval by the
Compensation Committee.

51
Mr. Noonan participates in the Severance Plan and, as such, is eligible to receive severance benefits pursuant to the Severance
Plan under certain circumstances, including termination of employment by the Company without Cause other than within three months
prior to or 12 months following a Change in Control (as such term is defined in the Severance Plan), and the termination of his
employment by the Company without Cause or his resignation for Good Reason (as each such term is defined in the Severance Plan).
In addition, pursuant to his employment agreement, Mr. Noonan is eligible to receive the same severance benefits he is eligible for in
the event of a termination of his employment without Cause other than within three months prior to or 12 months following a Change
in Control in the event he resigns for Good Reason (as defined in the employment agreement) not in connection with a Change in
Control.
Receipt of the severance payments and benefits set forth above is contingent upon Mr. Noonan executing and not revoking a
separation and release in favor of the Company. Mr. Noonan has agreed to be restricted from competing with the Company or any of its
subs
u
idiaries or affi
f liates, or soliciting their employees, consultants, independent contractors, customers, suppl
u
iers or business partners,
among others, from his start date through the 12-month period afte
f r a termination of his service with the Company. The non-compete
will not apply if Mr. Noonan’s employment is terminated by the Company without cause or in connection with a position elimination
or layoff.
f
All post-employment restrictions will be extended to 24 months if Mr. Noonan breaches his fiduciary duty to the Company or
unlawfully takes, physically or electronically, property belonging to the Company or any of its parents, subs
u
idiaries, divisions or units.
Seth J. Kalvert Empl
m oy
l
ment Arrangement
Effe
f ctive March 29, 2021, Tripadvisor LLC entered into an employment agreement with Mr. Kalvert. Pursuant to the employment
arrangement with Mr. Kalvert, in the event that he terminates his employment for Good Reason or is terminated by the Company without
Cause (in each case as such terms are defined in the employment agreement), then:
•
The Company will continue to pay his base salary for 12 months following the termination date, provided that such
payments will be offs
f et by any amount earned from another employer during such time period;
•
The Company will consider in good faith the payment of an annual bonus on a pro rata basis for the year in which the
termination of employment occurs based on actual performance for the year in which termination of employment occurs;
•
If Mr. Kalvert is participating in the Company’s group health plan and subj
u ect to his timely election and eligibility for
COBRA benefits, the Company will pay the monthly premium for health insurance coverage for Mr. Kalvert and his
eligible dependents until the earlier of 12 months following termination or the date Mr. Kalvert becomes re-employed or
otherwise ineligible for COBRA coverage;
•
All equity awards held by Mr. Kalvert that otherwise would have vested during the 12-month period following termination
of his employment will accelerate and become fully vested and exercisabl
a e (provided that equity awards that vest less
frequently than annually shall be treated as though such awards vested annually), subj
u ect to the achievement of any
performance conditions applicable to such equity awards; and
•
Mr. Kalvert will have 18 months following such date of termination of employment to exercise any vested stock options
(including stock options accelerated pursuant to the terms of his employment agreement) or, if earlier, through the
scheduled expiration date of the options.
In the event that his employment terminates by reason of his death or disabi
a lity, Mr. Kalvert will be entitled to continued payment
of base salary through the end of the month in which such termination of employment occurs, offs
f et by any amounts payabl
a e during
such period to Mr. Kalvert under any disabi
a lity insurance plan or policy provided by the Company. In the event Mr. Kalvert is absent
from full-time perfor
f
mance of his duties due to disabi
a lity, the Company will continue to pay, through the termination of employment,
Mr. Kalvert’s base salary offs
f et by any amounts payabl
a e during such period under any disabi
a lity insurance plan or policy provided by
the Company. In addition, any outstanding equity awards will continue to vest during such period and until his termination of
employment.
Receipt of the severance payments and benefits set forth above is contingent upon Mr. Kalvert executing and not revoking a
separation and release in favor of the Company. In addition, Mr. Kalvert agreed to be restricted from competing with the Company or
any of its subs
u
idiaries or affi
f liates or soliciting their employees, consultants, independent contractors, customers, suppl
u
iers or business
partners, among others, through one year afte
f r the effe
f ctive date of the termination of his employment.
The summary of the employment arrangements for Messrs. Goldbe
d
rg, Noonan and Kalvert is qualified in its entirety by reference
to their employment arrangements, which were previously filed with the Securities and Exchange Commission as follows: (i) for Mr.
Goldbe
d
rg, Exhibit 10.19 to the Company’s Form 8-K as filed with the SEC on May, 4, 2022, (ii) to Mr. Noonan, Exhibit 10.20 to the
Company’s Form 8-K as filed with the SEC on October 11, 2022, and (iii) for Mr. Kalvert, Exhibit 10.17 to the Company’s Quarterly
Report on Form 10-Q as filed with the SEC on May 6, 2021.

52
Equity Compensation Plan Information
The following tabl
a e provides information as of December 31, 2024 regarding shares of common stock that may be issued under
Tripadvisor’s equity compensation plans consisting of the 2023 Plan, and the Tripadvisor 2018 Stock and Annual Incentive Plan, as
amended (the “2018 Plan”), the Tripadvisor, Inc. Amended & Restated 2011 Stock and Annual Incentive Plan (the “2011 Plan”), the
Viator, Inc. 2010 Stock Incentive Plan and the Deferred Compensation Plan for Non-Employee Directors
Equity Compensation Plan Information
Plan category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants
and rights
Weighted
Average
exercise price of
outstanding
options,
warrants
and rights
Number of
securities
remaining
available
for future
issuance
under equity
compensation
plan
(excluding
securities
reflected in
column
(a))
(a)
(b)
(c)
Equity compensation plans approved by security holders
15,267,808(1)
$31.57(2)
16,099,206
Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
15,267,808
—
16,099,206
(1)
Includes (i) 2,189,511 shares of common stock issuable upon the exercise of outstanding options, (ii) 11,605,435 shares of common stock issuable upon the vesting
of RSUs, (iii) 982,189 shares of common stock issuable upon the vesting of PSUs (assuming target performance is achieved), and (iv) 490,673 shares of common
stock issuable upon the vesting of MSUs (assuming target performance is achieved).
(2)
Since RSUs, PSUs and MSUs do not have an exercise price, such units are not included in the weighted average exercise price calculation.
Severance Plan
Effe
f ctive August 7, 2017, the Company adopted the Severance Plan applicable to certain senior leaders of the Company, including
all of the NEOs. The Severance Plan formalizes and standardizes the Company’s severance practices for certain designated employees.
Employees covered by the Severance Plan generally will be eligible to receive severance benefits in the event of a termination of
employment by the Company without Cause or, under certain circumstances, resignation by the employee for Good Reason. If a
termination of employment occurs in connection with a Change in Control, the participants would generally be eligible to receive
enhanced severance benefits. The severance benefits provided pursuant to the Severance Plan are determined based on the job
classification of the employees and, in certain cases, his or her years of service with the Company. To the extent any non-U.S. law
requires the Company to provide benefits of any kind to an employee or imposes terms more favorable than the terms of the Severance
Plan in connection with the employees involuntary
r
termination or similar event, the participant shall be entitled to the better of such
mandatory benefits or terms and the benefits provided under the Severance Plan, without duplication.
Under the Severance Plan, in the event of a termination of employment by the Company without Cause more than three months
prior to or more than 12-months following a Change in Control, eligible participants are generally eligible for the following severance
benefits:
•
continued payment of base salary for a period ranging from six to 18 months following the date of such employee’s
termination of employment (in such case, based on the employee’s classification within the organization and years of
service); and
•
continuation of coverage under the Company’s health insurance plan through the Company’s payment of the Company's
COBRA premiums for a period ranging from six to 18 months following the date of such employee’s termination of
employment (in such case, based on the employee’s classification within the organization and/or years of service).

53
Under the Severance Plan, in the event of a termination by the Company without Cause or by the employee for Good Reason, in
each case within three months prior to or 12 months following a Change in Control, eligible participants are generally eligible for the
following severance benefits:
•
payment of a lump sum amount equal to (i) a minimum of 12 and up to 24 months of the participant’s base salary, plus (ii)
the participant’s target bonus multiplied by 1, 1.5 or 2 (in each case, based on employee’s classification within the
organization); and
•
payment of a lump sum amount equal to the premiums required to continue the participant’s medical coverage under the
Company’s health insurance plan for a period ranging from 12 to 24 months (in such case, based on employee’s
classification within the organization).
The foregoing summary
r
is qualifie
f d in its entirety by reference to the Severance Plan, which was filed as Exhibit 10.4 to the
Company’s Quarterly Report on Form 10-Q as filed with the SEC on August 7, 2017.
Estimated Potential Incremental Payments
The tabl
a e below reflects the estimated amount of incremental compensation payable to each of our NEOs in the following
circumstances: (i) termination of employment as a result of death of the NEO; (ii) a termination of employment by the Company without
Cause not in connection with a Change in Control, (iii) resignation by NEO for Good Reason not in connection with a Change in Control,
(iv) a Change in Control or (v) a termination of employment by the Company without Cause or by NEO for Good Reason in connection
with a Change in Control. No benefits are payabl
a e upon a resignation by the NEO without Good Reason, or termination of employment
by the Company for Cause. Upon a termination of employment due to the NEO's disabi
a lity or retirement, no benefits are provided, other
than an extension of time for the exercise of any outstanding options and, in the case of Mr. Kalvert, continued payment of his base
salary through the end of the month in which his employment due to disabi
a lity occurs.
The amounts shown in the tabl
a e (i) assume that the triggering event was effe
f ctive December 31, 2024; (ii) are based on the terms
of the employment arrangements in effe
f ct as of December 31, 2024 and do not reflect any subs
u
equent amendments; and (iii) are based
on the “better of”f the terms set forth in the respective employment arrangements or the terms of the Severance Plan. The price of the
Company's common stock on which certain calculations are based was $14.77 per share, the closing price of the Company's common
stock on Nasdaq on December 31, 2024, the last trading day of the year. These amounts are estimates of the incremental amounts that

54
would be paid out to each NEO upon such triggering event. The actua
t
l amounts to be paid out can only be determined at the time of the
triggering event, if any.
Name and Benefit
Death ($)
Termination
Without
Cause ($)
Resignation
for Good
Reason ($)
Change in
Control ($)
Termination
w/o Cause
or for Good
Reason in
connection
with
Change in
Control ($)
Matt Goldberg
Salary
—
1,350,000
—
—
1,800,000
Bonus (1)
—
900,000
900,000
—
1,800,000
Equity Awards (2)
11,987,184
10,070,600
10,070,600
5,584,005
11,987,184
Health & Benefits (3)
—
52,336
—
—
69,781
Total estimated value
11,987,184
12,372,935
10,970,600
5,584,005
15,656,965
Michael Noonan
Salary
—
545,000
545,000
—
817,500
Bonus (1)
—
—
—
—
654,000
Equity Awards (2)
4,314,844
2,135,974
2,135,974
914,780
4,314,844
Health & Benefits (3)
—
33,888
33,888
—
50,832
Total estimated value
4,314,844
2,714,862
2,714,862
914,780
5,837,177
Seth J. Kalvert
Salary
—
535,000
535,000
—
802,500
Bonus (1)
—
440,000
440,000
—
642,000
Equity Awards (2)
2,366,240
1,479,597
1,479,597
—
2,366,240
Health & Benefits (3)
—
34,164
34,164
—
51,246
Total estimated value
2,366,240
2,488,762
2,488,762
—
3,861,987
(1)
In the event of a termination of employment without Cause or for Good Reason not in connection with a Change in Control, the amounts reported for Messrs.
Goldbe
d
rg and Noonan represent the NEO's actual bonus amount for 2024, the payment of which the Company must consider in good faith pursuant to the terms of
the employment agreements with Messrs. Goldbe
d
rg and Noonan. In the event of a termination of employment without Cause or for Good Reason not in connection
with a Change in Control, the amounts reported represent two times Mr. Goldbe
d
rg's target bonus and 1.5 times Mr. Noonan and Mr. Kalvert's target bonus.
(2)
Pursuant to the 2023 Plan, the equity award agreement, and/or the employment arrangements entered into with the NEOs, (i) upon a termination of employment by
death, all unvested awards automatically vest and options remain exercisabl
a e until the earlier of (A) the first anniversary of
r
the date of death, and (B) the expiration
of the term of the option; (ii) upon a termination of employment without Cause or a resignation by the employee for Good Reason, not in connection with a Change
in Control, all equity awards held by Mr. Goldbe
d
rg that otherwise would have vested during the 18-month period following termination will accelerate and become
vested and exercisabl
a e or nonfor
f
feitable and all equity awards held by Mr. Kalvert that otherwise would have vested during the 12-month period following
termination, accelerate and become vested and exercisabl
a e or nonforfeitabl
a e (provided that equity awards that vest less frequently than annually shall be treated as
though such awards vested annually); (iii) upon a termination of employment without Cause or a resignation by the employee for Good Reason in connection with
a Change in Control, all equity awards held by such executive offi
f cers accelerate and become fully vested and exercisabl
a e and performance awards shall be
considered earned at target and all restrictions shall laps
a
e; and (iv) with respect to the MSUs granted to Messrs. Goldbe
d
rg and Noonan in 2022 pursuant to their
employment agreements, upon a Change in Control, all such MSUs held by Messrs. Goldbe
d
rg and Noonan shall automatically accelerate and vest.
(3)
Assumes extension of benefits or payment of the cost of benefits for a period of time following termination, pursuant to the terms of the employment agreement or
the Severance Plan.

55
DIRECTOR COMPENSATION
Overview
The Board sets non-employee director compensation which is designed to provide competitive compensation necessary
r to attract
and retain high quality non-employee directors and to encourage ownership of Tripadvisor common stock to further align their interests
with those of our stockholders. Each non-employee director of Tripadvisor is eligible to receive the following compensation:
•
An annual cash retainer of $50,000, paid in equal quarterly installments;
•
An RSU award with a value of $250,000 (based on the closing price of Tripadvisor’s common stock on Nasdaq on the
date of grant), upon such director’s election to offi
f ce, which vest in full on the first anniversary of
r
the grant date and
accelerates upon a Change in Control (as defined in the 2023 Plan);
•
An annual cash retainer of $20,000 for each member of the Audit Committee (including the Chair) and $15,000 for each
member of the Compensation Committees (including the Chair); and
•
An additional annual cash retainer of $10,000 for each of the Chair of the Audit Committee and the Chair of the
Compensation Committees.
We also pay reasonable travel and accommodation expenses of the non-employee directors in connection with their participation
in meetings of the Board.
Tripadvisor employees do not receive compensation for serving as directors. Accordingly, Mr. Goldbe
d
rg did not receive any
compensation for his service as a director.
Non-Employee Director Deferred Compensation Plan
Under Tripadvisor’s Non-Employee Director Deferred Compensation Plan, the non-employee directors may defer all or a portion
of their directors’ fees. Eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase
of share units representing the number of shares of Tripadvisor common stock that could have been purchased on the date such fees
would otherwise be payabl
a e or (ii) credited to a cash fund. If any dividends are paid on Tripadvisor common stock, dividend equivalents
will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the average “bank
prime loan” rate for such year identified in the U.S. Federal Reserve Statistical Release. Upon termination of service as a director of
Tripadvisor, a director will receive (i) with respect to share units, such number of shares of Tripadvisor common stock as the share units
represent and (ii) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up
to five installments, as elected by the eligible director at the time of the deferral election.

56
2024 Non-Employee Director Compensation Table
The following tabl
a e shows the compensation information for the non-employee directors of Tripadvisor for the year ended
December 31, 2024:
Name
Fees Earned
or
Paid in Cash
($)(1)
Stock
Awards
($)(2)(3)
Total
($)
Gregory B. Maffei
65,000
249,990
314,990
Jay C. Hoag
65,000
249,990
314,990
Betsy L. Morgan
75,000
249,990
324,990
M. Greg O’Hara
50,000
249,990
299,990
Jeremy G. Philips
70,000
249,990
319,990
Albert Rosenthaler
50,000
249,990
299,990
Trynka Shineman Blake
70,000
249,990
319,990
Jane Jie Sun
50,000
249,990
299,990
Robert S. Wiesenthal
80,000
249,990
329,990
(1)
The amounts reported in this column represent the annual cash retainer amounts for services in 2024, including fees with respect to which directors elected
to defer and credit towards the purchase of share units representing shares of the Company common stock pursuant to the Company’s Non-Employee Director
Deferred Compensation Plan.
(2)
The amounts reported in this column represent the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718,
disregarding estimated forfeitur
t
es related to service-based vesting and therefor
f
e may not correspond to the actua
t
l value that will be recognized by the non-
employee directors from their awards.
(3)
As of December 31, 2024, each of the non-employee directors held 13,616 RSUs.

57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Beneficial Ownership Table
The following tabl
a e presents information as of April 29, 2025, relating to the beneficial ownership of Tripadvisor’s capital stock
by (i) each person or entity known to Tripadvisor to own beneficially more than 5% of the outstanding shares of Tripadvisor’s common
stock or Class B common stock, (ii) each director and director nominee of Tripadvisor, (iii) the NEOs and (iv) our executive offi
f cers
and directors, as a group. In each case, except as otherwise indicated in the footnotes to the tabl
a e, the shares are owned directly by the
named owners, with sole voting and dispositive power. Unless otherwise indicated, beneficial owners listed in the tabl
a e may be contacted
at Tripadvisor’s corporate headquarters at 400 1st Avenue, Needham, Massachusetts 02494.
All shares of Tripadvisor Class B common stock were repurchased and retired on April 29, 2025 as part of the Merger. For each
listed person, entity or group, the number of shares of Tripadvisor common stock also include shares of common stock that may be
acquired by such person, entity or group on the conversion or exercise of equity securities, such as stock options, which can be converted
or exercised, and RSUs that have or will have vested, within 60 days of April 29, 2025, but do not assume the conversion or exercise of
any equity securities owned by any other person, entity or group.
The percentage of votes is based on one vote for each share of common stock. There were 118,090,851 shares of common stock
outstanding on April 29, 2025.
Common Stock
Beneficial Owner
Shares
%
5% Beneficial Owners
BlackRock, Inc.
13,382,953(1)
11.3%
55 East 52nd Street, New York, NY 10022
The Vanguard Group
12,876,614(2)
10.9%
100 Vanguard Blvd, Malvern, PA 19355
Named Executive Offi
f cers, Executive Offi
f cers and Directors
Gregory B. Maffei
135,907(3)
*
Trynka
r
Shineman Blake
62,871(4)
*
Jay C. Hoag
68,674(5)
*
Betsy Morgan
62,871(4)
*
Greg M. O’Hara
1,772,062(6)
1.5
Jeremy G. Philips
73,483(4)
*
Jane Jie Sun
55,764(7)
*
Albert Rosenthaler
79,061(4)
*
Robert S. Wiesenthal
73,483(4)
*
Matt Goldbe
d
rg
487,441(8)
*
Michael Noonan
119,892(9)
*
Seth J. Kalvert
493,865(10)
*
Kristen Dalton
126,123(11)
*
Almir Ambeskovic
80,156(12)
*
All executive offi
f cers, directors, and director nominees as a group (14 persons)
3,691,653(13)
3.1%
* The percentage of shares beneficially owned does not exceed 1% of the class.
(1)
Based solely on information contained in a Schedule 13G/A filed with the SEC on January 24, 2024, by BlackRock, Inc. ("BlackRock"). According to the Schedule
13G/A, BlackRock beneficially owns and has sole dispositive power with respect to 13,382,953 shares of common stock and has sole voting power with respect to
12,991,017 shares. BlackRock's address is 50 Hudson Yards, New York, NY 10001.
(2)
Based solely on information contained in a Schedule 13G/A filed with the SEC on January 10, 2024, by The Vanguard Group (“Vanguard”). According to the
Schedule 13G/A, Vanguard beneficially owns 12,876,614 shares of common stock and has shared voting power with respect to 35,532 shares, sole dispositive power
with respect to 12,727,644 shares of common stock, and shared dispositive power with respect to 148,970 shares. Vanguard's address is 100 Vanguard Blvd, Malvern,
PA 19355.

58
(3)
Includes 1,938 shares of common stock that are held by the Maffei Foundation. Mr. Maffei and his wife, as the two directors of the Maffei Foundation, have shared
voting and investment power with respect to any shares held by the Maffei Foundation. Also includes 13,616 RSUs that will vest within 60 days of April 29, 2025.
(4)
Includes 13,616 RSUs that will vest within 60 days of April 29, 2025.
(5)
Includes 13,616 RSUs that will vest within 60 days of April 29, 2025. Mr. Hoag holds directly these RSUs and 55,058 shares resulting from RSUs that previously
vested and has sole voting and dispositive power over these securities; however, TCV IX Management, L.L.C. has a right to 100% of the pecuniary
r interest in such
securities. Mr. Hoag is a Member of TCV IX Management, L.L.C. and disclaims beneficial ownership of such RSUs and the shares underlying such RSUs except
to the extent of his pecuniary
r interest therein. The remaining 2,281,000 shares are held directly by TCV IX Tumi, L.P., TCV IX Tumi (A), L.P., TCV IX Tumi (B),
L.P., and TCV IX Tumi (MF), L.P. (the “TCV Funds”). Mr. Hoag is a Class A Member of Technology Crossover Management IX, Ltd. (“Management IX”) and a
limited partner of Technology Crossover Management IX, L.P. (“TCM IX”). Management IX is the sole general partner of TCM IX, which in turn is the sole general
partner of TCV IX, L.P., which in turn is the sole member of TCV IX TUMI GP, LLC, which in turn is the sole general partner each of the TCV Funds. Mr. Hoag
does not hold voting or dispositive power over the shares held by the TCV Funds and disclaims beneficial ownership of such shares except to the extent of his
pecuniary
r interest therein.
(6)
Includes (i) 1,713,859 shares of the Company’s common stock held by an entity affi
f liated with Certares Management LLC (together with its affi
f liates, “Certares”)
that Mr. O’Hara may be deemed to beneficially own, and (ii) 13,616 RSUs that will vest within 60 days of April 29, 2025. These RSUs, along with 44,587 shares
resulting from RSUs that previously vested, were granted under the Company’s 2018 Plan to Mr. O’Hara in consideration for services rendered as a member of the
Board. Mr. O’Hara is an employee of Certares. Pursuant to policies of Certares, Mr. O’Hara holds the RSUs and shares resulting from the vested RSUs described
herein for the benefit of Certares. Mr. O’Hara disclaims beneficial ownership of the shares held by Certares except to the extent of Mr. O’Hara’s pecuniary
r interest
in therein.
(7)
Includes 13,616 RSUs that will vest within 60 days of April 29, 2025. These RSUs were granted under the Company’s 2018 Plan to Ms. Sun in consideration for
services rendered as a member of the Company’s Board of Directors. Ms. Sun is an employee of Trip.com Group Limited or one of its affi
f liates (collectively,
“Trip.com”). Ms. Sun disclaims beneficial ownership of any shares held by Trip.com except to the extent of Ms. Sun’s interest therein.
(8)
Includes options to purchase 354,618 shares of common stock that are currently exercisabl
a e and 8,325 RSUs that will vest within 60 days of April 29, 2024
(9)
Includes options to purchase 43,304 shares of common stock that are currently exercisabl
a e, options to purchase 4,812 shares of common stock that will be exercisabl
a e
within 60 days of April 29, 2024 and 10,399 RSUs that will vest within 60 days of April 29, 2024.
(10) Includes options to purchase 346,258 shares of common stock that are currently exercisabl
a e and 5,764 RSUs that will vest within 60 days of April 29, 2024.
(11) Includes options to purchase 30,780 shares of common stock that are currently exercisabl
a e, options to purchase 1,295 shares of common stock that will be exercisabl
a e
within 60 days of April 29, 2024 and 8,832 RSUs that will vest within 60 days of April 29, 2024.
(12) Includes options to purchase 47,582 shares of common stock that are currently exercisabl
a e and 4,544 RSUs that will vest within 60 days of April 29, 2024.
(13) Includes options to purchase 822,542 shares of common stock that are currently exercisabl
a e, options to purchase 6,107 shares of common stock that will be
exercisabl
a e within 60 days of April 15, 2024 and 160,408 RSUs that will vest within 60 days of April 29, 2024.
Delinquent Section 16(a) Reports
Pursuant to Section 16(a) of the Exchange Act, Tripadvisor offi
f cers and directors and persons who beneficially own more than
10% of the registered class of a registered class of Tripadvisor’s equity securities are required to file initial statements of beneficial
ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) with the SEC. Such persons are required by the
rules of the SEC to furnish Tripadvisor with copies of all such forms they file. Based solely on a review of the copies of such forms
furnished to the Company and/or written representations that no additional forms were required, Tripadvisor believes that all of the
Company’s directors, offi
f cers and 10% beneficial holders complied with all of the reporting requirements applicable to them with respect
to transactions during 2024.

59
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
view and Approval or Ratification of Related Person Transactions
Pursuant to the Company’s Related Party Transactions Policy, we will enter into or ratify a “related person transaction” only when
it has been approved by the Audit Committee of the Board, in accordance with its written charter. Related persons include our executive
offi
f cers, directors, 5% or more beneficial owners of our common stock or immediate family members of these persons and entities in
which one of these persons has a direct or indirect material interest. Related person transactions are transactions that meet the minimum
threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding
$120,000 in which a related person or entity has a direct or indirect material interest). When a potential related person transaction is
identified, management presents it to the Audit Committee to determine whether to approve or ratify
f
such a transaction. When
determining whether to approve, ratify, disapprove
a
or reje
e ct any related person transaction, the Audit Committee considers all relevant
factors, including the extent of the related person’s interest in the transaction, whether the terms are commercially reasonable and
whether the related person transaction is consistent with the best interests of Tripadvisor and our stockholders.
The legal and accounting departments work with business units throughout Tripadvisor to identify pot
f
ential related person
transactions prior to execution. In addition, we take the following steps with regard to related person transactions:
•
On an annual basis, each director, director nominee and executive offi
f cer of Tripadvisor completes a Director and Offi
f cer
Questionnaire that requires disclosure of any transaction, arrangement or relationship with us during the last fiscal year in
which the director, director nominee or executive offi
f cer, or any member of his or her immediate family, had a direct or
indirect material interest.
•
Each director, director nominee and executive offi
f cer is expected to promptly notify our
f
legal department of any direct or
indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in
which we participate.
•
Tripadvisor monitors its accounts payabl
a e, accounts receivable and other databa
a
ses with the goal of identifying
f
any other
potential related person transactions that may require disclosure.
•
Any reported transaction that our legal department determines may qualify as a related person transaction is referred to the
Audit Committee.
If any related person transaction is not approved, the Audit Committee may take such action as it may deem necessary or desirabl
a e
in the best interests of Tripadvisor and our stockholders.
Related Person Transactions
On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock previously held by Liberty
Interactive Corporation (“Liberty”) was transfer
f red to LTRIP. 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. We refer to this
transaction as the Liberty Spin-Off. As a result of the Liberty Spin-Off, effe
f ctive August 27, 2014, LTRIP became a separate, publicly
traded company holding 100% of Liberty’s interest in Tripadvisor. Liberty also assigned to LTRIP its rights and obligations under the
Governance Agreement.
Under the Governance Agreement, LTRIP had the right to nominate up to a number of directors equal to 20% of the total number
of the directors for election to the Board and had certain other rights regarding committee participation, so long as certain stock
ownership requirements applicable to LTRIP were satisfied. Immediately following the consummation of the Merger, the Board retired
the shares of Tripadvisor common stock and Class B common stock held by LTRIP. As a result of the Merger, the Company is no longer
a controlled company and no longer subj
u ect to the Governance Agreement.
On December 18, 2024, Tripadvisor, LTRIP and the Merger Sub
u
entered into the Merger Agreement, as previously described.
Simultaneously with the Company’s entry
r
into the Merger Agreement, certain additional related-party agreements were entered into,
including:
•
A Voting Agreement by and among our director, Gregory B. Maffei, the Company, and LTRIP (the “Maffe
f i Voting
Agreement”), pursuant to which, subj
u ect to certain conditions, Mr. Maffei committed to vote his LTRIP common stock
representing approximately 39% of the total voting power of the LTRIP common stock, in the aggregate, in favor of,f
among other things, the adoption of the Merger Agreement and the approval of the transactions contemplated thereby,
including the Merger.

60
•
A Voting Agreement by and among Certares LTRIP, LLC (“Certares LTRIP”), the Company, and LTRIP (the “Certares
Voting Agreement”), pursuant to which, among other things, Certares LTRIP agreed to vote or cause to be voted all of its
LTRIP Series A Preferred Shares in favor of the adoption of an amendment to LTRIP's charter permitting the Merger. Mr.
O'Hara, a member of our Board, is the Founder and a Senior Managing Director of Certares Management.
On April 29, 2025, the Merger was consummated. In connection with such Merger, (i) all shares of Tripadvisor common stock
and Class B common stock held by LTRIP were repurchased and subs
u
equently retired by Tripadvisor, (ii) the Governance Agreement
was terminated, and (iii) the Maffei Voting Agreement and Certares Voting Agreement terminated in accordance with their terms.
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY
REFERENCE
Tripadvisor files annual, quarterly and current reports, proxy statements and other information with the SEC. Tripadvisor’s filings
are availabl
a e to the public over the Internet at the SEC’s website at http://www.sec.gov. Tripadvisor’s SEC filings are also availabl
a e to
the public from commercial retrieval services.
The SEC allows Tripadvisor to “incorpor
r
ate by reference” the information that Tripadvisor’s files with the SEC, which means
that Tripadvisor can disclose important information to you by referring you to those documents. The information incorporated by
reference is an important part of this proxy statement.
ANNUAL REPORTS
Tripadvisor’s Annual Report to Stockholders for 2025, which includes our 2024 Annual Report (not including exhibits), is
availabl
a e at http://ir
/
.Tripadvisor.com/annual-proxy.cfm. Upon written request to Tripadvisor, Inc., 400 1st Avenue, Needham,
Massachusetts 02494, Attention: Secretary,
r
Tripadvisor will provide, without charge, an additional copy of Tripadvisor’s 2024 Annual
Report on Form 10-K. Tripadvisor will furnish any exhibit contained in the 2024 Annual Report upon payment of a reasonabl
a e fee.
Stockholders may also review a copy of the 2024 Annual Report (including exhibits) by accessing Tripadvisor’s corporate website at
www.Tripadvisor.com or the SEC’s website at www.sec.gov.
PROPOSALS BY STOCKHOLDERS FOR PRESENTATION AT THE 2026 ANNUAL
MEETING
You may present proposals for action at a future meeting or subm
u
it nominations for election of directors only if you comply with
the requirements of the rules establ
a ished by the SEC and our bylaws, as applicable.
Stockholders who wish to have a proposal considered for inclusion in Tripadvisor’s proxy materials for presentation at the 2026
Annual Meeting of Stockholders, pursuant to Rule 14a-8 under the Exchange Act, must ensure that their proposal is received by
Tripadvisor no later than January 8, 2026, at its principal executive offi
f ces at 400 1st Avenue, Needham, Massachusetts 02494,
Attention: Secretary.
r
The proposal must be made in accordance with the provisions of Rule 14a-8 of the Exchange Act.
Stockholders who wish to bring a proposal or nominate a director at the 2026 Annual Meeting of Stockholders under our bylaws
must provide notice and comply with the other requirements included in our bylaws. Such notice must be delivered to or mailed and
received at the principal executive offi
f ces of the Company not less than 90 days nor more than 120 days prior to the anniversary da
r
te of
the immediately preceding annual meeting of stockholders or no earlier than February 18, 2026 and no later than March 20, 2026;
provided, however, that if the annual meeting is not held within 30 days before or afte
f r such anniversary da
r
te, then for the notice by the
stockholder to be timely it must be so received not later than the close of business on the 10th day following the date on which the notice
of the meeting was mailed or public disclosure of the date of such meeting was made, whichever occurs first.
Stockholders who intend to solicit proxies in suppor
u
t of director nominees other than the Board's nominees must also provide
written notice to the Secretary
r that sets forth all the information required by Rule 14a-19 of the Exchange Act, no later than April 19,
2026. Tripadvisor reserves the right to reje
e ct, rule out of order or take other appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.

61
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
If you share an address with any of our other stockholders, your household might receive only one copy of the Proxy Statement,
2024 Annual Report and Notice, as applicable. If, at any time, you would prefer
f
to receive a separate set of proxy materials, or if you
are receiving multiple sets of proxy materials and would like to receive only one, please notify your broke
f
r, bank or other nominee if
you are a beneficial stockholder or notify us
f
if you are a registered stockholder. To request individual copies of any of these materials
for each stockholder in your household if you are a registered stockholder, please contact Tripadvisor, Inc., 400 1st Avenue, Needham,
Massachusetts 02494, Attention: Secretary, or
r
call us at (781) 800-5000. We will deliver copies of the Proxy Statement, 2024 Annual
Report and/or Notice promptly following your request. If you are a beneficial stockholder, to ask that only one copy of any of these
materials be mailed to your household, please contact your broker, bank or other nominee.
Needham, Massachusetts
April 30, 2025

[THIS PAGE INTENTIONALLY LEFT BLANK]

2024 Annual Report on Form 10-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number: 001-35362
TRIPADVISOR, INC.
(Exact name of registrant as specified in its charter)
Delaware
80-0743202
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
400 1st Avenue
Needham, MA 02494
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code:
(781) 800-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock
TRIP
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒
No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐
No ☒
The aggregate market value of our common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second
fiscal quarter was $1,903,322,909 based on the closing price on The Nasdaq Global Select Market on such date.
Class
Outstanding Shares at February 11, 2025
Common Stock, $0.001 par value per share
127,581,730 shares
Class B common stock, $0.001 par value per share
12,799,999 shares
Documents Incorporated by Reference
The registrant intends to file a proxy statement pursuant to Regulation 14A not later than 120 days after the close of the fiscal year ended December 31, 2024. Portions
of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.

ii
Table of Contents
Page
PART I.................................................................................................................................................................
2
Item 1.
Business.....................................................................................................................................
2
Item 1A. Risk Factors...............................................................................................................................
12
Item 1B. Unresolved Staff Comments......................................................................................................
31
Item 1C. Cybersecurity.............................................................................................................................
31
Item 2.
Properties...................................................................................................................................
33
Item 3.
Legal Proceedings .....................................................................................................................
33
Item 4.
Mine Safety Disclosures............................................................................................................
33
PART II................................................................................................................................................................
34
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities ..............................................................................................................
34
Item 6.
[Reserved].............................................................................................................................
35
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ...
36
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ..................................................
58
Item 8.
Financial Statements and Supplementary Data .........................................................................
61
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...
120
Item 9A. Controls and Procedures............................................................................................................
120
Item 9B. Other Information......................................................................................................................
121
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ......................................
121
PART III ..............................................................................................................................................................
121
Item 10.
Directors, Executive Officers and Corporate Governance........................................................
121
Item 11.
Executive Compensation...........................................................................................................
121
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters..............................................................................................................
121
Item 13.
Certain Relationships and Related Transactions, and Director Independence..........................
121
Item 14.
Principal Accounting Fees and Services ...................................................................................
121
PART IV ..............................................................................................................................................................
122
Item 15.
Exhibit and Financial Statement Schedules ..............................................................................
122
Item 16.
Form 10-K Summary.................................................................................................................
124
SIGNATURES.....................................................................................................................................................
125

1
We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor,” “Tripadvisor group,”
“the Company,” “us,” “we” and “our” in this Annual Report on Form 10-K.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” that involve risks and uncertainties,
as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially
from those expressed or implied by such forward-looking statements. The statements contained in this Annual
Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934,
as amended, or the Exchange Act. The following words, when used, are intended to identify forward-looking
statements: “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,”
“plan,” “project,” “target,” “result,” “should,” “will,” and similar expressions which do not relate solely to historical
matters. We caution investors that any forward-looking statements in this report, or which management may make
orally or in writing from time to time, are based on management’s beliefs and on assumptions made by, and
information currently available to, management. Such statements are subject to risks, uncertainties and assumptions
and are not guarantees of future performance, which may be affected by known and unknown risks, trends,
uncertainties and factors that are beyond our control. Risks and uncertainties that may cause our actual results,
performance or achievements to differ materially from those expressed or implied by forward-looking statements
include, but are not limited to, those described in Part I. Item 1A. "Risk Factors." Moreover, we operate in a rapidly
changing environment. New risk factors emerge from time to time and it is not possible for management to predict
all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-
looking statements. We caution you that, while forward-looking statements reflect our good faith beliefs, they are
not guarantees of future performance and are impacted by actual events when they occur after we make such
statements. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result
of new information, future events or otherwise.
Investors should also refer to our quarterly reports on Form 10-Q for future periods and current reports on
Form 8-K as we file them with the U.S. Securities and Exchange Commission (the "SEC"), and to other materials
we may furnish to the public from time to time through SEC filings.

2
PART I
Item 1. Business
Overview
The Tripadvisor group operates as a family of brands with the purpose of connecting people to experiences
worth sharing. The Company's vision is to be the world’s most trusted source for travel and experiences. The
Company operates across three business segments: Brand Tripadvisor, 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.
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. 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
reviews and opinions for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and
cruises in over 40 countries and in more than 20 languages across the world. Tripadvisor offers more than 1 billion
user-generated reviews and opinions on over 9 million experiences, accommodations, restaurants, airlines, and
cruises. Tripadvisor’s online platform attracts one of the world’s largest travel audiences, with hundreds of millions
of visitors annually.
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 operators around the globe. 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—nearly 400,000
experiences from more than 65,000 operators. 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.
TheFork’s purpose is to deliver happiness through amazing dining experiences as the leading online restaurant
booking platform in Europe. At the forefront of championing restaurant culture, TheFork harnesses technology to
promote real life connections between diners and restaurateurs. With a network of approximately 55,000 partner
restaurants across 11 countries, nearly 40 million app downloads and more than 20 million reviews, TheFork is a go-
to platform for all food lovers to enjoy unforgettable restaurant experiences. Through TheFork, users can easily find
restaurants according to their preferences, check real-time availability, instantly book online 24/7, benefit from
special offers and pay directly to the restaurants. For restaurateurs, TheFork's technology enables them to optimize
reservation management and occupancy rates, increase bookings and visibility, limit the impacts of no-shows,
manage payments and streamline operations, all while accessing the broadest community of loyal diners.
Our Industry and Market Opportunity
We are one of the world’s largest online travel companies and our consolidated annual revenue in 2024
represents a small fraction of total worldwide travel spending, which highlights the potential size of our global
market opportunity. Phocuswright, an independent travel, tourism and hospitality research firm, estimated global
travel spending, exclusive of experiences, vacation rentals, and dining, at approximately $1.6 trillion in 2024.
Phocuswright estimates global travel spending will reach approximately $1.9 trillion by 2027, with an expected
increasing share booked through online channels each year.
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 we estimate to reach approximately $365 billion by 2028 based
on data from Arival’s October 2022 report (the “Arival Report”), a leading research provider on the in-destination
experiences industry, and internal company projections. Moreover, we believe we are poised to benefit from

3
increased online adoption in the global experiences industry. Based on data from Phocuswright and Arival, we
estimate online penetration in experiences is approximately half of other major travel categories, such as hotel
accommodations, and we anticipate the total size of the online experiences market will continue to grow as travelers
become increasingly aware of the category online and operators continue to shift their business online. 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 the end of 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 the end of 2025. In addition, based on this same data, this industry is exhibiting a
similar trend as the experiences’ industry in terms of online adoption; the majority of restaurant reservation
bookings still take place offline, but an increasing share is booked through online channels each year. We believe
that we are still early in the global shift in consumer adoption towards booking experiences and restaurants online,
which provides an exciting future market opportunity for our business.
Our Business Strategy
The Tripadvisor group operates in a unique position in the travel and experiences ecosystem as a result of the
following:
•
We operate in large, global, and growing addressable markets including travel, experiences, and
digital advertising;
•
We have a large, global, and engaged audience making meaningful contributions that reinforces a
relationship of trust and community; and
•
We possess 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.
In the 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 are difficult to replicate: a trusted
brand, authentic UGC, a large community of contributors, and one of the largest global travel audiences. 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. 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, we expect will, in turn, drive more value to our
partners.
The Brand Tripadvisor segment plays an important role in our portfolio. 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. 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. Fundamental to this
strategy will be: (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; (2) prioritizing deeper engagement
with travelers, increasing members, and repeat customers by leveraging our rich data and technology assets to
provide more relevant, curated, and contextual content throughout the traveler journey; 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, experiences, and restaurants. As we
continue to focus on offering a more compelling product and experience that better meets travelers’ needs across

4
their end-to-end travel journey, we believe we will be better able to drive deeper engagement through direct channel
growth, including via our mobile app. As this direct engagement with users improves and scales, we will be able to
collect valuable data and create more relevant opportunities to monetize, which we believe will result in a
meaningfully higher average revenue per user over time.
In the Viator and TheFork segments, we provide two-sided marketplaces that connect travelers and diners to
operators of bookable experiences and restaurants, respectively. Within the Viator and TheFork segments, we are
investing in growth, future scale, and market share gains to accelerate our market leadership position, while working
to improve unit economics on both sides of the marketplace with the goal of sustainable future profitability. This
means driving awareness and higher quality audience engagement, which we believe will drive greater repeat
bookings, more direct traffic, and translate into improved unit economics over time. 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. 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.
We are focused on executing initiatives across 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
We manage the Brand Tripadvisor segment primarily through the following revenue sources and related
business models:
•
Tripadvisor-branded Hotels Revenue. 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. 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. 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.
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. These include a
subscription-based advertising solution, with revenue determined by a contractual fee and time
duration, or other CPC-based advertising solutions through hotel sponsored placements on our
platform.
•
Media and Advertising Revenue. 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. 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. Display-based advertising placements are
predominantly sold on a cost per thousand impressions (“CPM”) basis.
•
Tripadvisor Experiences and Dining Revenue. We merchandise, on the Tripadvisor platform,
bookable experiences available on Viator and bookable dining reservations available on TheFork
and earn affiliate marketing commission revenue on bookings that are driven by our platform,
which are fulfilled by Viator and TheFork, respectively. These transactions generate
intercompany (intersegment) revenue which is eliminated on a consolidated basis. The nature and

5
economics of these transactions are consistent with the Viator segment and TheFork segment, as
described below.
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. These offerings can be subscription-based, with revenue determined by a
contractual fee and time duration, or CPC-based advertising solutions through restaurant
sponsored placements on our platform.
•
Other Revenue. We provide travelers additional offerings across various other travel categories,
including cruises, vacation rentals, flights, and rental cars. 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. Our
vacation rentals platform displays and promotes vacation rentals inventory, including
contextually-relevant booking links to third-party booking partners, in exchange for which, we
earn a commission when travelers complete a booking on the third-party booking partner's
website. Our cruise, flight, and rental cars offerings generate revenue primarily through click-
based and display-based advertising solutions.
The Viator segment offers travelers a comprehensive online marketplace that provides access to nearly
400,000 experiences and more than 65,000 experience operators. These experiences are instantly bookable online in
over 200 countries. Viator's business model relies on the success of travelers and operators who join our marketplace
and generate consistent bookings over time. 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. 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. 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. 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.
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, as well as,
partnerships with non-restaurant partners providing dining experiences to elevate and unlock benefits for their users
and members.
Seasonality
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. Our financial performance tends to be highest in the second and third quarters of a given year, which
includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences
taken, compared to the first and fourth quarters, which represent seasonal low points. 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. 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.

6
Marketing
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, generative artificial intelligence (“AI”) platforms (i.e., chatgpt), media via public relations,
partnerships, and content distribution. Our omni-channel marketing programs are intended to showcase the value of
our industry-leading travel brands; increase user traffic; efficiently 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. 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. We have the ability to manage our marketing investments
across our portfolio of brands to optimize results for the Company. Our flexibility enables us to make decisions on a
brand-by-brand, market-by-market, travel segment and customer basis that we think are appropriate based on the
relative growth opportunity, the expected returns and the competitive environment.
Competition
We operate in a very competitive set of market environments that constantly evolve and change. Some of our
current and potential competitors, listed below, have significantly more customers, data, and financial and other
resources than we do, and may be able to leverage those strengths to compete more aggressively with us.
Across our three segments, we primarily compete, and in some cases partner, with the following businesses:
•
General OTAs, such as Expedia, Booking Holdings Inc. (“Booking”), Airbnb, Traveloka, Despegar,
Trip.com, and their respective subsidiaries and operating companies;
•
Experiences OTAs, such as GetYourGuide, Klook, and TUI Musement;
•
Hotel metasearch providers, such as trivago, Kayak and Skyscanner;
•
Online search, social media, and marketplace platforms for advertising spend, such as Google,
Facebook, X, Pinterest, and Snap;
•
Global and regional travel, experiences, and restaurant brands seeking to promote direct bookings;
•
Emerging online advertising businesses, such as ad-supported retail and entertainment platforms like
Amazon, Spotify, and Walmart;
•
AI driven travel curators;
•
Traditional offline travel agencies; and
•
Global and regional restaurant technology providers for reservation management and related services,
such as OpenTable, Resy, and Tock.
Commercial Relationships
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. As a result, we seek to ensure the mutual success of
these relationships.
For the year ended December 31, 2024, Booking (and its subsidiaries) accounted for 10% or more of our
consolidated revenue, and together with Expedia (and its subsidiaries), our two most significant travel partners,
accounted for approximately 22% of our consolidated revenue. For the years ended December 31, 2023 and 2022,
Expedia and Booking each accounted for 10% or more of our consolidated revenue, and together accounted for
approximately 25% and 31%, respectively. Nearly all of this concentration of revenue is recorded in our Brand
Tripadvisor segment during these reporting periods.

7
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.
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
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.
Our systems infrastructure for Tripadvisor-branded websites is in a "hybrid-cloud" configuration in which
parts of it are housed at a colocation facility and managed by our operations team, while the rest is hosted on
Amazon Web Services. Our infrastructure installations have multiple communication links as well as continuous
monitoring and engineering support. The co-location facility is protected with both network-level and application-
level defenses, using well known commercial solutions specifically tailored for such purposes. We make use of
Amazon Web Services availability zones to provide redundancy for the cloud portions of our infrastructure.
Substantially all of our software components, data, and content are replicated in multiple data centers and
development centers, as well as backed up at offsite locations. Our systems are monitored and protected through
multiple layers of security. Several of our individual subsidiaries and businesses have their own technology teams to
support business growth while leveraging common assets, tools and processes for scale across the group.
Intellectual Property
Our intellectual property is an important component of our business. We rely on our intellectual property
rights covering a number of assets, including our content, proprietary technology, software code, ratings indexes,
and databases of reviews, forum content and other types of user-generated content. We have acquired some of our
intellectual property rights through licenses and content agreements with third parties and these arrangements may
place restrictions on the use of our intellectual property.
We protect our intellectual property by relying on our terms of use, confidentiality agreements and contractual
provisions, as well as on international, national, federal, state and common law rights. We protect our brands by
pursuing the trademark registration of our core brands, as appropriate, maintaining our trademark portfolio, securing
contractual trademark rights protection when appropriate, and relying on common law trademark rights when
appropriate. We also register copyrights and domain names as deemed appropriate. Additionally, we protect our
trademarks, domain names and copyrights with the use of intellectual property licenses and an enforcement
program.
We have considered, and will continue to consider, the appropriateness of filing for patents to protect future
inventions, as circumstances may warrant. However, many patents protect only specific inventions and there can be
no assurance that others may not create new products or methods that achieve similar results without infringing upon
patents owned by us.
In connection with our copyrightable content, we post and institute procedures under the U.S. 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.
From time to time, we may be subject to legal proceedings and claims in the ordinary course of our business,
including claims of alleged infringement by us of the trademarks, copyrights, patents, and other intellectual property
rights of third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights,

8
protect our trade secrets or determine the validity and scope of proprietary rights claimed by others. Any such
litigation, regardless of outcome or merit, could result in substantial costs and diversion of management and
technical resources, any of which could materially harm our business.
Regulation
We are subject to a number of laws and regulations that affect companies conducting business on the internet
as well as some relating to the travel industry, the provision of travel services and the vacation rental industry. As
we continue to expand the reach of our brands into additional international markets and expand our product
offerings, we are increasingly subject to additional laws and regulations. This includes laws and regulations
regarding privacy and data protection, libel and defamation, content, digital services, 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. Many of these laws and regulations are being tested in courts, and could be interpreted by regulators and
courts in ways that could harm our business. In addition, the application and interpretation of these laws and
regulations is often uncertain, particularly in the new and rapidly-evolving industry in which we operate. In addition,
we provide advertising services and conduct marketing activities that are subject to consumer protection laws that
regulate unfair and deceptive practices, domestically and internationally, including, in some countries, pricing
display requirements, licensing and registration requirements and industry specific value-added tax regimes. The
U.S. (as well as individual states), the E.U. (as well as member states) and other countries have adopted legislation
that regulates certain aspects of the internet, including online editorial and user-generated content, data privacy,
behavioral targeting and online advertising, taxation, and liability for third-party activities. It is difficult to
accurately predict how such legislation will be interpreted and applied or whether new taxes or regulations will be
imposed on our services, and whether or how we might be affected. Increased regulation of the internet could
increase the cost of doing business or otherwise materially adversely affect our business, financial condition or
operating results.
We are subject to laws that require protection of user privacy and user data. As our business has evolved, we
continue to receive and store a greater volume of personal information. This data is increasingly subject to laws and
regulations in numerous jurisdictions around the world. For example, in 2018, both the E.U. and United Kingdom
adopted the General Data Protection Regulation, or GDPR. GDPR, which imposes stringent requirements on the
processing of health and other sensitive data.
In the U.S., at the federal level, failing to take appropriate steps to keep consumers’ personal information
secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal
Trade Commission Act, 15 U.S.C § 45(a). Regulators and legislators in the U.S. are also increasingly scrutinizing
and restricting certain sensitive personal data transfers and transactions involving foreign countries. Also, in the
U.S., an increasing number of state laws govern privacy and security of personal information. For example, in
California, the California Consumer Protection Act, or CCPA, establishes a comprehensive privacy framework for
covered businesses similar to those established under GDPR. Similar laws have been passed in numerous other
states. These new laws will add complexity, variation in requirements, restrictions and potential legal risks; require
additional investment of resources in compliance programs; impact data practices and the availability of previously
useful data; and could result in increased compliance costs and/or changes in business practices and policies.
Compliance with these laws, rules and regulations has not had, and is not expected to have, a material effect
on our business, results of operations and financial condition. 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. 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.
For additional information about the Regulation risks, see “Risk Factors” under the section entitled “A failure
to comply with existing or new laws, rules and regulations or changes to such laws, rules and regulations and other

9
legal uncertainties may adversely affect our business or financial results” in Part I, Item 1A of this Annual Report on
Form 10-K.
Corporate History, Equity Ownership and Voting Control
Tripadvisor was founded in February 2000. In April 2004, Tripadvisor was acquired by IAC/InterActiveCorp,
or IAC. In August 2005, IAC spun-off its portfolio of travel brands, including Tripadvisor, into Expedia, at the time
a separate newly-formed Delaware corporation. On December 20, 2011 Expedia completed a spin-off of Tripadvisor
into a separate publicly-traded Delaware corporation. 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. As a result, Liberty beneficially owned approximately
18.2 million shares of our common stock and 12.8 million shares of our Class B common stock.
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. 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. We refer to this transaction as the “Liberty Spin-Off.” 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.
As a result of these transactions, and as of December 31, 2024, LTRIP beneficially owned approximately 14.0
million shares of our common stock and approximately 12.8 million shares of our Class B common stock, which
constitute approximately 11% of the outstanding shares of common stock and 100% of the outstanding shares of
Class B common stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common
stock, LTRIP would beneficially own approximately 19% of the outstanding common stock. 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 56% of our
voting power.
On December 18, 2024, the Company, LTRIP and Telluride Merger Sub Corp., a Delaware corporation
(“Merger Sub”) and an indirect wholly-owned subsidiary of the Company, entered into an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which, and subject to the terms and conditions, (i) Merger Sub will
be merged with and into LTRIP (the “Merger”), with LTRIP surviving the Merger as the surviving corporation and
an indirect, wholly-owned subsidiary of the Company, and (ii) immediately following the Merger, LTRIP (as the
surviving corporation in the Merger) will be merged with and into TellurideSub LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of the Company (“ParentSub LLC”) (such merger, the “ParentSub
LLC Merger”), with ParentSub LLC surviving the ParentSub LLC Merger as the surviving company and a wholly-
owned subsidiary of the Company.
In connection with the Merger, (i) the shares of LTRIP Series A Common Stock and Series B Common Stock
issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to
receive $0.2567 per share in cash (without interest), totaling approximately $20 million in the aggregate; (ii) all of
the shares of LTRIP's 8% Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately
prior to the effective time of the Merger will be converted into the right to receive, in the aggregate, approximately
$42 million in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessable shares of the
Company's common stock; and (iii) LTRIP's 0.50% Exchangeable Senior Debentures of approximately $330 million
will be repaid in accordance with their terms. Pursuant to the Merger Agreement, the Company will provide a loan
facility (the “TRIP Loan Facility”) to LTRIP of approximately $330 million, to repay LTRIP debentures prior to the
closing of the Merger. The TRIP Loan Facility will be repaid on the earlier of (i) the closing of the Merger, and (ii)
15 business days after the valid termination of the Merger Agreement or (b) such later date as jointly agreed to by
LTRIP and the Company.

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Assets held by LTRIP substantially consist of the shares of the Company’s common stock described above.
As a result, the Company views this transaction effectively as a repurchase of the Company's common stock held by
LTRIP and, as such, the Merger will be substantially accounted for as a treasury stock repurchase transaction. Upon
consummation of the Merger, the Company plans to retire the approximately 26.8 million shares of the Company's
common stock held by LTRIP as reported on LTRIP's Form 13-D/A filed on December 20, 2024. Following the
closing of the Merger, the Company will no longer have a controlling shareholder or be considered a “controlled
company”.
The transaction is subject to various closing conditions, including LTRIP stockholder approval, regulatory
clearances, and other customary conditions. There can be no assurance that the conditions to closing will be satisfied
or that the transactions contemplated by the Merger Agreement will be completed on the contemplated terms or
timeline, or at all.
Human Capital Management
Employees
As of December 31, 2024, the Company had approximately 2,860 employees, with approximately 60%, 35%,
and 5% of employees based in Europe, the U.S., and the rest of world, respectively. Additionally, we use
independent contractors to supplement our workforce. Our employees and independent contractors are subject to our
Code of Business Conduct and Ethics, which sets forth a commitment to operate in accordance with the highest
ethical, professional, and legal standards. We believe we have good relationships with our employees and
contractors, including relationships with employees represented by international works councils or other similar
organizations. Our Board of Directors, Compensation Committee, and Section 16 Committee have oversight of our
human capital management.
Talent Acquisition and Development
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. Competition for qualified personnel is intense, particularly for
software engineers, computer scientists, and other technical staff, and constrained labor markets have increased
competition for personnel across other parts of our business. The Company's management and Board of Directors
oversee various initiatives for talent acquisition, retention and development.
Our talent philosophy is to both develop talent from within and to strategically recruit key external talent. This
approach has yielded a deep understanding, among our employee base, of our business, our products, and our
customers, while adding new employees and ideas in support of our continuous improvement mindset. Our overall
talent acquisition and retention strategy is designed to attract and retain qualified candidates to enable the success of
the Company and achievement of our performance goals. We recruit the best people for the job without regard to
gender, ethnicity or other protected traits and it is our policy to comply fully with all domestic, foreign and local
laws relating to discrimination in the workplace. Our talent acquisition team uses internal and external resources to
recruit highly skilled and talented workers, and we encourage employee referrals for open positions.
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. We also partner with external training
organizations to help provide current and future workers with the knowledge and skills they need to succeed.
It is important that our employees represent a mix of experiences and backgrounds in order to make our
company stronger, more innovative and more inclusive. Inclusion is one of our core values. Our inclusion initiatives
support our goal that everyone throughout the Company is engaged in creating an inclusive workplace. We offer
leadership training and support to ensure that all employees are supported in their careers. Additionally, we also
support a network of active Employee Resource Groups, which are open to all employees.

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Total Rewards
As part of our compensation philosophy, we believe that we must offer and maintain market competitive total
rewards programs for our employees in order to attract, motivate and retain superior talent. These programs not only
include base wages and incentives in support of our pay for performance culture, but also health, welfare, and
retirement benefits.
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. We continuously refine, develop and implement proactive health care strategies and solutions that allow
us to enhance employee health and well-being while curbing costs.
Health and Safety
The health and safety of our employees is of utmost importance to us. We conduct regular self-assessments
and audits designed to ensure compliance with our health and safety guidelines and regulatory requirements.
For additional information about Human Capital Management risks, see “Risk Factors” under the section
entitled “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 Part I, Item 1A of this Annual Report on Form 10-K.
Additional Information
We maintain an Investor Relations website at http://ir.tripadvisor.com/investor-relations. Except as explicitly
noted, the information on our website, as well as the websites of our various brands, is not incorporated by reference
in this Annual Report on Form 10-K, or in any other filings with, or in any information furnished or submitted to,
the SEC.
On our Investor Relations website (http://ir.tripadvisor.com/investor-relations), we provide our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to
these reports free of charge. 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. 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/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.
We post our code of business conduct and ethics, which applies to all directors, officers, employees,
contractors, and consultants, on our Investor Relations website at http://ir.tripadvisor.com/corporate-governance. We
intend to disclose any amendments or waivers of the code of ethics for our executive officers, senior financial
officers or directors, on our Investor Relations website.

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Item 1A. Risk Factors
You should consider carefully the risks described below together with all of the other information included in
this Annual Report as they may impact our business, results of operations and/or financial condition. The risks and
uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known
to us or that we currently believe are immaterial may also impair our business, results of operations or financial
condition. If any of the following risks occur, our business, financial condition, operating results and cash flows
could be materially and adversely affected.
Risk Factors Summary
The following is a summary list of the principal risks that make an investment in our securities speculative or
risky. For additional information, please refer to the detailed descriptions following the summary.
•
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;
•
Our performance marketing efficiency and the general effectiveness of our advertising and marketing
efforts;
•
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;
•
Consummation of the Merger with LTRP, or failure to do so, could have material impacts on our stock
price and financial performance;
•
Our ability to adjust to consumer adoption of mobile devices and/or new technologies and product
offerings;
•
Our ability to attract and retain qualified personnel;
•
Our ability to successfully manage growth and expand our global business;
•
Our ability to respond to and keep up with the rapid pace of technological and market changes;
•
IT systems-related failures or security breaches and data privacy risks and obligations;
•
Tax, legal and regulatory risks;
•
Risks associated with the facilitation of payments from consumers, including fraud and compliance with
evolving rules and regulations and reliance on third parties;
•
Fluctuations in foreign currency exchange rates and other risks associated with doing business in
multiple currencies and jurisdictions;
•
Success of strategic initiatives, investments and acquisitions, including integration; and
•
Financial risks including increased debt levels and stock price volatility.
Risks Related to Our Business and Industry
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. 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. There can be no assurances that we
will continue to provide content and products in a manner that meets rapidly changing demand. 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.
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. 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

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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. Search engines (including travel metasearch 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. 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. 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.
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. For example, Google’s online travel offerings have continued to grow rapidly by linking
travel search services to its dominant search functionality through flight, hotel and alternative accommodations
meta-search products. 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. In addition, the app stores, including
Apple, continue to issue privacy enhancing policies including requirements on developers to provide enhanced
descriptions regarding their data handling practices and enhanced permission requirements for in-app tracking.
These policies may negatively impact the effectiveness of our data tracking capabilities. Similarly, if problems arise
in our relationships with providers of application marketplaces, traffic to our platform and our user growth could be
harmed.
Our strategy may be unsuccessful and may expose us to additional risks. If our strategy does not achieve its
expected benefits, there could be negative impacts to our business, financial condition and results of operations.
We are implementing discrete strategies across each segment which are connected and reinforce a cohesive strategy
across the Tripadvisor group as described in “Our Business Strategy” herein. There are no assurances that we will be
successful in executing our strategies. Our efforts may prove more difficult than we currently anticipate. Further, we
may not succeed in realizing the benefits of these efforts on our anticipated timeline or at all. 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. 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. 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. Our ability to grow advertising revenue with our existing
or new travel partners is dependent in large part on our ability to provide value to them relative to other alternatives.
Our ability to provide value to our travel partners depends on a number of factors, including, but not limited to, the
following:
•
Our ability to increase or maintain user engagement;
•
Our ability to increase or maintain the quantity and quality of ads shown to consumers;
•
The development of technologies that can block the display of our ads or our ad measurement tools;
•
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;
•
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; and
•
Adverse government actions or legal developments relating to advertising, including limitations on our
ability to deliver targeted advertising.

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Any of these or other factors could result in a reduction in demand for our ads, which may reduce the prices
we receive for our ads, or cause marketers to stop advertising with us altogether, any of which would negatively
affect our revenue and financial results.
Click-based advertising revenue accounts for the majority of our advertising revenue. Our pricing for click-
based advertising depends, in part, on competition between advertisers. 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, financial condition and results of operations.
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. For the year ended December 31, 2024, our two most
significant travel partners, Expedia and Booking (and their subsidiaries), accounted for a combined 22% 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. Similarly, if we
are unable to identify or expand our relationships with new or existing travel partners, it could harm our ability to
attract and engage visitors on our platform.
Our business depends on strong brands and any failure to maintain, protect or enhance our brands could
hurt our ability to retain and expand our base of consumers and partners, the frequency with which consumers
utilize our products and services and our ability to attract partners. Our ability to maintain and protect our brands
depends, in part, on our ability to maintain consumer trust in our products and services and in the quality, integrity,
reliability and usefulness of the content and other information found on our platform. If consumers do not view the
content on our platform to be useful and reliable, they may seek other sources to obtain the information they are
looking for and may not return to our platform as often or at all. We dedicate significant resources to protecting the
quality of our content, primarily through our content guidelines, computer algorithms and human moderators that are
focused on identifying and removing inappropriate, unreliable or deceptive content.
Media, legal, or regulatory scrutiny of our user content, advertising practices, and other issues may adversely
affect our reputation and brand. Negative publicity about our company, including our content, technology and
business practices, could diminish our reputation and confidence in our brand, thereby negatively affecting the use
of our products and our financial performance. For example, in the past, certain media outlets have alleged that we
have improperly filtered or screened reviews, that we have not properly verified reviews, or that we manipulate
reviews, ranking and ratings in favor of our advertisers. We expend significant resources to ensure the integrity of
our reviews and to ensure that the most relevant reviews are available to our consumers; we do not establish
rankings and ratings in favor of our advertisers. Regulatory inquiries or investigations require management time and
attention and could result in further negative publicity, regardless of their merits or ultimate outcomes.
In addition, unfavorable publicity regarding, for example, our practices relating to privacy and data protection
could adversely affect our reputation with our consumers and our partners. Such negative publicity also could have
an adverse effect on the size, engagement, and loyalty of our user base and result in decreased revenue.
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. Our business and financial performance are affected by
the health of the worldwide travel industry, including macroeconomic conditions and events beyond our control.
Events beyond our control, such as macroeconomic factors (including tightening of credit markets, elevated levels of
inflation, and declines in consumer confidence), health concerns (including epidemics or pandemics), unusual or
extreme weather or natural disasters, 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. For example, recent conflicts between Ukraine and Russia and Israel and Hamas
have impacted travel to those regions and the surrounding regions.
Governments worldwide are increasingly implementing restrictive travel policies and enhanced border
controls that could limit international mobility. These developments include, but are not limited to, the introduction

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of digital travel authorization systems and increased visa requirements, enhanced security screening and background
check requirements, regional travel blocks and reciprocal entry restrictions, health-related entry requirements and
screening protocols, and environmental impact restrictions. These restrictions could reduce travel demand, increase
the complexity and cost of international travel, or make certain destinations inaccessible to travelers from specific
regions.
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. 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. Leisure travel, which accounts for a substantial
majority of our current business, is particularly dependent on discretionary consumer spending levels. For example,
the United States and other countries have continued to experience elevated inflation which has created economic
uncertainty and has impacted and may impact consumer demand in the travel industry. 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.
We operate in a competitive global environment and our failure to compete effectively could reduce our
market share and harm our financial performance. We compete with different types of companies in the various
markets and geographies where we operate, including large and small companies in the travel and leisure space as
well as broader service providers. We face competition for content, consumers, advertisers, online travel search and
price comparison services and online reservations. We compete globally with both online and offline, established
and emerging, providers of travel, lodging, experiences and restaurant reservation and related services. Current and
new competitors can launch new services at a relatively low cost. More specifically:
•
General OTAs, such as Expedia, Booking, Airbnb, Traveloka, Despegar, Trip.com, and their respective
subsidiaries and operating companies;
•
Experiences OTAs, such as GetYourGuide, Klook, and TUI Musement;
•
Hotel metasearch providers, such as trivago, Kayak and Skyscanner;
•
Online search, social media, and marketplace platforms for advertising spend, such as Google,
Facebook, X, Pinterest, and Snap;
•
Global and regional travel, experiences, and restaurant brands seeking to promote direct bookings;
•
Emerging online advertising businesses, such as ad-supported retail and entertainment platforms like
Amazon, Spotify, and Walmart;
•
Artificial intelligence ("AI") driven travel curators, such as Travel Plan AI, Aitinerary, Wonderplan,
Roam Around and similar websites;
•
Traditional offline travel agencies; and
•
Global and regional restaurant technology providers for reservation management and related services,
such as OpenTable, Resy, and Tock.
There has been a proliferation of new channels through which service providers can offer accommodations,
experiences and restaurant reservations. 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. Many of our
competitors have significantly greater financial, technical, marketing and other resources and have more expertise in
developing online commerce and facilitating internet traffic as well as larger client bases. They also have the ability
to leverage other aspects of their business to enable them to compete more effectively.
In addition, Google and other large, established companies with substantial resources and expertise have
launched travel or travel-related search, metasearch and/or reservation booking services and may create additional
inroads into online travel. Many of our competitors continue to expand their voice and AI capabilities, which may
provide them with a competitive advantage in travel.

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We compete with certain companies that we also do business with, including certain of our travel partners and
related parties. The consolidation of our competitors and travel partners may affect our relative competitiveness and
our travel partner relationships. 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. Our future success depends on
our ability to continuously improve and upgrade our systems and infrastructure to meet rapidly evolving consumer
trends and demands while at the same time maintaining the reliability and integrity of our systems and
infrastructure. We may not be able to maintain or replace our existing systems or introduce new technologies and
systems as quickly as we would like or in a cost-effective manner. 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.
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; chatbot; new authentication technologies, such as biometrics, distributed ledger and blockchain
technologies; new and emerging payment methods, such as Alipay, Paytm and WeChat Pay; AI; virtual and
augmented reality; and cloud technologies. For example, we incorporate AI in certain of our operations. In July
2023, we launched an AI-powered travel itinerary generator which creates personalized travel itineraries using
OpenAI’s generative AI technology. AI-generated content and recommendations may contain errors, biases, or
inappropriate content that could damage our brand reputation and user trust. The use of AI presents risks and
challenges because in some instances we may make use of third-party foundational models that have been pre-
trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe IP rights.
Additionally, the output produced by these models may be inaccurate, misleading, discriminatory, offensive, illegal
or otherwise harmful. Such risks are heightened if we or third-party developers or vendors lack sufficient
responsible AI development or governance practices. These deficiencies and other failures of AI systems could
subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. In addition, there is
no guarantee that our itinerary generator or other AI focused initiatives will be competitive or attract more
consumers to our platform.
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. Many of our competitors, including major technology companies, are developing or deploying AI-
powered travel planning and booking tools that could reduce reliance on traditional travel platforms. 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. 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. Our competitors are continually developing innovations in
services and features. As a result, we are continually working to improve the user experience on our platform in
order to engage our consumers and drive user traffic and conversion rates for our partners and provide our business
partners with the tools they need to succeed. We have invested, and expect to continue to invest, significant
resources in developing and marketing these innovations. We can give no assurances that the changes we make will
yield the benefits we expect and will not have unintended or adverse impacts. 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

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our consumers. 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. These decisions may not produce the long-term benefits we expect, new or
enhanced products may fail to engage consumers and/or we may be unsuccessful in our efforts to monetize these
initiatives, in which case our relationships with consumers and partners, and our business and financial performance
could be harmed.
We are dependent upon the quality of traffic in our network to provide value to our partners, and any
failure in our ability to deliver quality traffic and/or the metrics to demonstrate the value of the traffic could have
a material and adverse impact on the value of our platform to our partners and adversely affect our revenue. We
use technology and processes to monitor the quality of the internet traffic that we deliver to our partners and have
identified metrics to demonstrate the quality of that traffic and identify low quality clicks such as non-human
processes, including robots, spiders, the mechanical automation of clicking and other types of invalid clicks or click
fraud. Even with such monitoring in place, there is a risk that a certain amount of low-quality traffic will be
delivered to such online advertisers. The proliferation of AI technologies could significantly impact the quality of
traffic to our platform and we face increasing risks related to automated and artificial traffic generation. Such low-
quality or invalid traffic may be detrimental to our relationships with partners and could adversely affect our
advertising pricing and revenue.
We rely on assumptions and estimates and data to calculate certain of our key metrics, and real or
perceived inaccuracies in such metrics may harm our reputation and negatively affect our business. Certain
metrics are key to our business; as both the industry in which we operate and our businesses continue to evolve, so
too might the metrics by which we evaluate our businesses. While the calculation of the metrics we use is based on
what we believe to be reasonable estimates, our internal tools are not independently verified by a third-party and
have a number of limitations; furthermore, our methodologies for tracking these metrics may change over time. For
example, a single person may have multiple accounts or browse the internet on multiple browsers or devices, some
consumers may restrict our ability to accurately identify them across visits, some mobile apps automatically contact
our servers for regular updates with no user action, and we are not always able to capture user information on our
platform. As such, the calculations of our unique users may not accurately reflect the number of people actually
visiting our platform. If the internal tools we use to track these metrics under-count or over-count performance or
contain algorithms or other technical errors, the data we report may not be accurate. We continue to improve upon
our tools and methodologies to capture data; however, the improvement of our tools and methodologies could cause
inconsistency between current data and previously reported data, which could confuse investors or lead to questions
about the integrity of our data. Finally, we may, in the future, identify new or other metrics that enable us to more
accurately evaluate our business. Accordingly, investors should not place undue reliance on these metrics.
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. 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. If we do not successfully manage these
additions, it could be viewed negatively by our investors, employees, and partners, and could have an adverse
impact on our business and results of operations. We also heavily rely on the continued service and performance of
our senior management team, which provides leadership, contributes to the core areas of our business and helps us
to efficiently execute on mission, vision and strategic initiatives. If we are unable to retain members of our senior
management team, including our executive leadership, we may not be able to manage our business effectively and,
as a result, our business and operating results could be harmed. 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. Additionally, our ability to protect our competitive position may be limited by restrictions on the
enforceability of non-competition provisions we have entered into with certain of our employees (including officers)
in various jurisdictions, which could enable our former employees to more readily compete with us or use our
confidential information at competing enterprises, potentially harming our business relationships and operational
results.
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

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benefits. If we do not succeed in attracting a well-qualified workforce or retaining or motivating existing talent, our
business would be adversely affected.
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. In response to the COVID-19 pandemic, much of our work force
began working remotely and continue to work remotely today. In addition, following the COVID-19 pandemic, our
work force has increasingly shifted outside the U.S. and to independent contractors versus full-time
employees. 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. For example, our workers are classified as either employees or non-employees (including as
independent contractors or agency workers). Our employees in the U.S. 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. 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. 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.
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;
•
Diversion of management’s attention or other resources from our existing business;
•
Difficulties and expenses in integrating the operations, products, technology or personnel;
•
Difficulties in implementing and retaining uniform standards, controls, procedures, governance
structure, policies and information systems;
•
Assumption of debt and liabilities, including costs associated with litigation, cybersecurity risks, and
other claims;
•
Failure of any such strategy or target to achieve anticipated objectives, revenues or earnings;
•
Limited management or operational control and heightened reputational risk with respect to minority
investments;
•
Entrance into markets in which we have no prior experience;
•
Amortization expenses related to acquired intangible assets and other adverse accounting consequences;
and
•
Adverse market reaction to the transaction.
We have in the past invested, and may in the future invest, in privately-held companies. Such investments are
inherently risky and our ability to liquidate any such investments is typically difficult. 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. We
could lose the full amount of our investments; any impairment of our investments could have a material adverse
effect on our financial results.
Risks Related to Legal and Regulatory Matters
We are a global company that operates in many different jurisdictions inside and outside the U.S. and these
operations expose us to additional risks. 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:
•
Compliance with additional laws and regulations, including but not limited to, those regarding data
privacy, AI, labor and employment, advertising, anti-competition and tax;

19
•
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;
•
Uncertainty regarding liability for services, content and intellectual property rights;
•
Increased risk and limits on enforceability of intellectual property rights;
•
Diminished ability to legally enforce contractual rights;
•
Currency exchange rate fluctuations;
•
Economic or political instability or laws involving economic or trade prohibitions, sanctions or travel
restrictions; and
•
Threatened or actual acts of terrorism.
Our strategy includes continued expansion in existing markets and potentially new markets. In addition to the
risks mentioned above, international markets have strong local competitors with established brands and travel
service providers or relationships that may make expansion in certain markets difficult and costly and take more
time than anticipated. In some markets, legal and other regulatory requirements may prohibit or limit participation
by foreign businesses, such as by making foreign ownership or management of internet or travel-related businesses
illegal or difficult or may make direct participation in those markets uneconomic, which could make our entry or
expansion in those markets difficult or impossible, require that we work with a local partner or result in higher
operating costs. If we are unsuccessful in expanding in existing and potentially new markets and effectively
managing that expansion, our business and financial results could be adversely affected.
We are regularly subject to claims, lawsuits, government investigations, and other proceedings which may
result in adverse outcomes and, regardless of the outcome, result in legal costs, diversion of management
resources, injunctions or damage awards, and other negative results. It is possible that a resolution of one or more
such proceedings could result in substantial damages, fines or penalties that could adversely affect our business,
financial results or financial position. These proceedings could also result in reputational harm, criminal sanctions or
consent decrees, the release of confidential information or orders preventing us from offering certain features,
functionalities, products, or services, requiring a change in our business practices. Any of these consequences could
adversely affect our business and financial results.
A failure to comply with existing or new laws, rules and regulations or changes to such laws, rules and
regulations and other legal uncertainties may adversely affect our business or financial results. Our business and
financial results could be adversely affected by unfavorable changes in or interpretations of existing laws, rules and
regulations or the promulgation of new laws, rules and regulations applicable to us and our business, including, but
not limited to, those relating to internet and online commerce, internet advertising, consumer protection,
intermediary liability, cybersecurity, data protection and privacy. These laws continue to evolve. For example, there
is, and will likely continue to be, an increasing number of laws and regulations pertaining to internet and online
commerce and payments, cybersecurity and privacy, artificial intelligence, and liability for information retrieved
from or transmitted over the internet, online editorial and user-generated content, behavioral targeting and online
advertising and liability for third-party activities. The use of AI in our operations also subjects us to evolving
regulations and potential liability related to algorithmic decision-making, automated content generation, and AI
governance requirements. Likewise, the SEC, DOJ and OFAC, as well as foreign regulatory authorities, have
continued to increase the enforcement of economic sanctions and trade regulations, anti-money laundering, and anti-
corruption laws, across industries. Operating in this dynamic regulatory environment requires significant
management attention and financial resources. As regulations continue to evolve and regulatory oversight continues
to increase, we cannot guarantee that our programs and policies will be deemed compliant by all applicable
regulatory authorities. The failure of our businesses to comply with these laws and regulations could result in fines
and/or proceedings against us by governmental agencies, regulatory authorities, courts and/or consumers, which, if
material, could adversely affect our business and financial results.
The promulgation of new laws, rules and regulations, or the applicability or new interpretations of existing
laws, rules and regulations, could require us to change certain aspects of our business, operations and relationships
to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject the
Company to additional liabilities. 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. In addition, in the event we redomesticate, by conversion, from a corporation organized under the laws of

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the State of Delaware to a corporation organized under the laws of the State of Nevada (the “Redomestication”),
such Redomestication will result in changes to our charter documents and may result in changes to certain aspects of
our corporate governance practices. 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. Regardless of election results in any particular country, it is
unknown at this time to what extent new legislation will be passed into law or pending or new regulatory proposals
will be adopted, or the effect that such passage or adoption will have, positively or negatively, on our business.
We face risks related to our intellectual property. We rely on content, brands and technology, much of which
is proprietary. We protect our content, brands and technology by, among other things, a combination of maintenance
and enforcement of registered and unregistered intellectual property rights (e.g. trademarks, copyrights and trade
secrets), technological solutions and contractual protections. Even with these precautions, it may be possible for
another party to copy or otherwise obtain and use our intellectual property, without authorization or to independently
develop similar content, brands or technology. Any misappropriation or violation of our rights could have a material
adverse effect on our business.
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. 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. Our failure to protect our intellectual property in an
effective manner could have a material adverse effect on our business.
We currently license some of the intellectual property displayed on our platform from third parties. As we
continue to introduce new services that incorporate new intellectual property, we may be required or elect to license
additional intellectual property. We cannot be sure that such licenses will be available on commercially reasonable
terms, if at all.
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. 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.
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. 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; however, we recognize that there are inherent
climate-related risks wherever business is conducted. For example, as 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. Some of today’s popular tourist destinations may become intolerable as heat waves make some places
unbearable and increase the chance of forest fires. Some may disappear altogether as rising seas flood low-lying
islands and coastal areas. 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. In other
major cities, such as Amsterdam, Tokyo, Cape Town, Rio de Janeiro and New York, extreme flooding could also
become a regular occurrence.
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. Rising sea levels can make it difficult for cruise

21
ships to dock at coastal ports because they are vulnerable to changing sea levels, as well as extreme weather. 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. Coastal tourism, the largest component of the tourism
industry, is threatened also by the acidification of oceans. Half of the world’s coral reefs, which contribute billions
annually to global tourism income each year, have already been lost or seriously damaged. 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.
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. Experiencing or addressing the various physical, regulatory and adaptation/transition risks
from climate change may impact our revenues and profitability.
Increased focus on environmental, social, and governance ("ESG") matters and our inability to meet
expectations with respect to ESG may have an adverse impact on our reputation, employee retention and
business. Certain institutional, individual, and other investors, consumers, employees and other stakeholders are
increasingly focused on ESG practices of companies, which includes practices surrounding climate change,
greenhouse gas emissions, human and civil rights, diversity, equity and inclusion, and a company’s overall corporate
governance profile. 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. 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. Organizations
implementing ESG programs may face pushback from ESG opponents regarding their sustainability efforts or any
modifications to these programs. There is also potential exposure to unfavorable reactions from regulatory bodies,
such as anti-ESG legislation or regulatory measures, or from the public through means like consumer boycotts or
negative press coverage, which could impact our standing, operations, and financial performance.
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. Ensuring there are systems and processes in
place to comply with the various ESG tracking and reporting obligations may require management time and
expense. 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, 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, private
litigation, and actions by stockholders or stakeholders. 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.
Risks Related to Information Security, Cybersecurity and Data Privacy
Our processing 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.
Respecting user privacy and protecting personal information 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 processing and protection of personal information, the scope of which are changing, subject to
differing interpretations, and may be inconsistent between countries or conflict with other existing laws. The
existence of comprehensive privacy laws in different states around the country would make our compliance
obligations more complex and costly and may increase the likelihood that we could become subject to enforcement
actions or otherwise incur liability for noncompliance.
All of these rapidly evolving compliance and operational requirements impose significant costs, which are
likely to increase over time, such as costs related to organizational changes, implementing additional protection
technologies, training employees and engaging consultants and legal advisors. In addition, such requirements may
obligate us to modify our data processing practices and policies, utilize management’s time and/or divert resources
from other initiatives and projects. Implementing and complying with these laws and regulations may be more costly
or take longer than we anticipate, or could otherwise affect our operations. 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

22
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. Our reputation and ability to attract, retain and
service our consumers and partners is dependent upon the reliable performance and security of our computer
systems and those of third parties we utilize in our operations. Significant security issues, data breaches,
cyberattacks and outages, interruptions or delays, in our systems or third-party systems upon which we rely, could
impair our ability to display content or process transactions and significantly harm our business. 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.
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. Our increased use of AI products may create new attack methods for adversaries. 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. In addition, we expect the amount and
sophistication of the perpetrators of these attacks to continue to expand, which could include nation-state actors.
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. 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. 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. 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. Our business policies and internal security controls may not keep pace as new threats and
regulations emerge in jurisdictions worldwide.
Much of our business is conducted with third-party partners and vendors. A security breach at such third-party
could be perceived by consumers as a security breach of our systems and could result in negative publicity or
reputational damage, expose us to risk of loss or litigation and subject us to regulatory penalties and sanctions. In
addition, such incidents may also result in a decline in our user base and client base or engagement levels.
Media coverage of data breaches and public exposure of consumer data rights has increased, in part because of
the rise of enforcement actions, investigations and lawsuits. Similarly, the increase in privacy activist groups is
likely to give rise to further scrutiny, investigative actions and publicity. 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. Security breaches
could also cause travelers and consumers to lose confidence in our data security, which would have a negative effect
on the value of our brand.

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Evolving regulations, guidance and practices on the use of “pixels,” “cookies” and similar tracking
technologies could negatively impact the way we do business. Pixels, 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. Companies such as Apple and
Google continue to introduce new policies governing developers’ use of pixels, 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. Recent trends have included litigation by individual and class action plaintiffs focused
on the use of such tracking technologies. Such regulations and litigation trends could limit our ability to serve
certain customers in the manner we currently do, including with respect to retargeting or personalized advertising,
impair our ability to improve and optimize performance on our platform, negatively affect a consumer's experience
using our platform, which, in turn, could negatively impact our business.
Equally, privacy has been the impetus behind a move towards a cookie-less online ecosystem which poses a
potential risk to our data practices and online advertising strategy.
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. We
accept payments from consumers and our business partners using a variety of methods, including credit, debit and
invoicing. As we offer new payments options to customers, we may be subject to additional regulations, compliance
requirements and fraud. 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. We are subject to laws, regulations and compliance requirements relating to payments, international
money transfers, privacy and information security and money laundering, including obligations to implement
enhanced authentication processes. We are also subject to payment card association operating rules, including data
security rules, certification requirements, and rules governing electronic funds transfers, which could change or be
reinterpreted to make it difficult or impossible for us to comply. These laws, regulations and/or requirements result
in significant costs. 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. 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.
Additionally, our marketplace activities in the U.K. and the European Union require us to obtain or operate
under a payment institution license under the Payment Services Directive Two (“PSD2”). PSD2 requires a license to
perform certain defined “payment services” in a European Economic Area (“EEA”) member state. Conditions for
obtaining and complying with the license include minimum capital requirements, establishment of procedures for
safeguarding funds, and certain governance and reporting requirements. Certain obligations relating to internal
controls and the conduct of business, in particular, consumer disclosure requirements and certain rules regarding the
timing and settlement of payments, must be met. We have obtained a payment institution license in the U.K. As a
result of Brexit, we are no longer able to passport our U.K. license to the EEA. Although our EU application has
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.
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. 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.

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Risks Related to Financial Matters
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. 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. This guidance includes
forward-looking statements based on projections prepared by our management. 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. 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. Accordingly, our guidance is only an estimate of what
management believes is realizable as of the date of release. Actual results may vary from our guidance and the
variations may be material. 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; they have fluctuated in the past and will likely fluctuate in the
future. Our financial results in any given quarter can be influenced by numerous factors, many of which we are
unable to predict or are outside of our control, including:
•
Our ability to maintain and grow our consumer base and to increase user engagement;
•
Increases in marketing, sales and other expenses that we will incur to grow and expand our operations
and to remain competitive;
•
Fluctuations in the marketing spend of our travel partners due to seasonality, global or regional events
or other factors;
•
User behavior or product changes that may reduce traffic to features or products that we successfully
monetize;
•
System failure or outages, which would prevent us from serving ads for any period of time;
•
Breaches of security or privacy and the costs associated with any such breaches and remediation;
•
Fees paid to third parties for content or promotion of our products and services;
•
Adverse litigation judgments, settlement or other litigation related costs;
•
Changes in the legislative or regulatory environment or engagement by regulators;
•
Changes in tax laws, which may significantly affect our tax rates and taxes due;
•
Tax obligations that may arise from resolutions of tax examinations that may materially differ from the
amounts we have anticipated;
•
Fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses
denominated in foreign currencies;
•
Changes in GAAP; and
•
Changes in global business and macroeconomic conditions.
As a result, you should not rely upon our quarterly financial results as indicators of future performance.
If we are unable to successfully maintain effective internal control over financial reporting, investors may
lose confidence in our reported financial information and our business and our share price may be adversely
impacted. As a public company, we are required to maintain internal control over financial reporting and our
management is required to evaluate the effectiveness of our internal control over financial reporting as of the end of
each fiscal year. 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. 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. 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.

25
We have indebtedness which could adversely affect our business and financial condition. With respect to
the 2026 Senior Notes and Term Loan B Facility, we are subject to risks relating to our existing or potential
indebtedness that include:
•
Requirement to dedicate a portion of our cash flow to principal and interest payments, thereby reducing
the availability of cash to fund working capital, capital expenditures, acquisitions and investments and
other general corporate purposes;
•
Difficulties to optimally capitalize and manage the cash flow for our businesses;
•
Possible competitive disadvantage compared to our competitors that have less debt;
•
Limitations on our ability to borrow additional funds on acceptable terms or at all; and
•
Exposure to increased interest rates to the extent our outstanding debt is subject to variable rates of
interest.
Failure to comply with the various covenants contained in our Credit Agreement could have a material
adverse effect on our business. The various covenants contained in the Credit Agreement include those that limit
our ability to, among other things:
•
Incur indebtedness;
•
Grant additional liens;
•
Make certain investments, acquisitions, dispositions, distributions and other payments;
•
Pay dividends on, redeem or repurchase our capital stock;
•
Effect share repurchases;
•
Effect investments;
•
Enter into secured financing arrangements;
•
Enter into sale and leaseback transactions; and
•
Enter into unrelated businesses.
These covenants may limit our ability to optimally operate our business. The Credit Facility contains
customary events of default and modifies the cross-default provision so that the Term Loan B Facility includes a
customary cross-acceleration event of default with the Credit Facility. If an event of default occurs and is
continuing, then, among other things, the lenders under the Credit Facility and/or the Term Loan B Facility, as
applicable, may declare any outstanding Credit Facility and/or Term Loan B Facility obligations, as applicable, to be
immediately due and payable and exercise their rights and remedies against the collateral.
We are subject to risks relating to our 2026 Senior Notes. If any of the conditions to the conversion of the
2026 Senior Notes is satisfied, then we may be required under applicable accounting standards to reclassify the
liability carrying value of the 2026 Senior Notes as a current, rather than a long-term, liability, thereby materially
reducing our reported working capital. This reclassification could be required even if no noteholders exchange their
2026 Senior Notes. Holders of our 2026 Senior Notes may convert the 2026 Senior Notes after the occurrence of
certain dates or events. Settlement of the 2026 Senior Notes could adversely affect our liquidity. In addition, any
failure to comply with the restrictions of our Credit Facility, Term Loan B Facility, or our 2026 Senior Notes may
result in an event of default under the agreements governing such debt instruments and such default may allow the
creditors to accelerate the debt incurred thereunder.
We are subject to risks relating to the Capped Calls. 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. 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. 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.
We may have future capital needs and may not be able to obtain additional financing on acceptable terms.
Pursuant to the Credit Facility, we agreed to pledge substantially all of our assets, including the equity interests of
our subsidiaries. This agreement also includes restrictive covenants that may limit our ability to secure additional
financing in the future on favorable terms, if at all. Our ability to secure additional financing will also depend upon

26
our future operating performance, which is subject to then prevailing general economic and credit market conditions,
and financial, business and other factors, many of which are beyond our control.
Risks Relating to Pending Merger
In December 2024, we announced a plan to acquire and cancel all of the controlling shares that LTRIP
currently holds in us. The consummation of the Merger, or failure to do so, could have material impacts on our
stock price and financial performance. The proposed transactions contemplated by the Merger Agreement, which
will ultimately result in eliminating LTRIP’s controlling interest, may not be completed, and if completed, may not
achieve its anticipated benefits. The transaction is subject to various closing conditions, including LTRIP
stockholder approval, regulatory clearances, and other customary conditions. There can be no assurance that the
conditions to closing will be satisfied or that the transactions contemplated by the Merger Agreement will be
completed on the contemplated terms or timeline, or at all. If the transaction is not completed, we would remain a
controlled company with the associated governance implications, and we would remain obligated under our
commitments to make available the Parent Loan Facility if needed by LTRIP. Failure to complete the Merger within
the timeframe anticipated could adversely affect our business and the market price of our stock in a number of ways,
including: a decline in the price of our stock, negative publicity, not realizing the benefits of the Merger related to
the substantial time and resources the management team made and the payment of expenses for professional services
in connection with the Merger. Our efforts to complete the Merger could cause substantial disruptions in, and create
uncertainty surrounding, our business, which may materially adversely affect our business, financial condition or
results of operations, or the price of our stock. For example, employee retention may be challenging, management
and employees’ attention may be diverted from our regular operations and uncertainty could adversely affect our
business and relationship with our business partners.
Following the closing of the Merger, we will no longer be a “controlled company” within the meaning of
the Nasdaq Stock Market rules and will be subject to additional Nasdaq rules and requirements to which we are
currently not subject. Subject to consummation of the Merger, LTRIP will no longer have a controlling interest in
Tripadvisor and Tripadvisor will cease to be a “controlled company” within the meaning of the Nasdaq rules. The
Nasdaq rules require that, subject to limited exceptions, within 90 days of the date we no longer qualified as a
“controlled company,” we have a compensation committee consisting of a majority of independent directors and a
director nominations process whereby directors are selected by a nominations committee consisting of a majority of
independent directors or by a vote of the board of directors in which only independent directors participate, and that,
within one year of the date we no longer qualify as a “controlled company,” we have a majority of independent
directors on our board of directors as well as a compensation committee consisting solely of independent directors,
and a director nominations process whereby directors are selected by a nominations committee consisting solely of
independent directors or by a vote of the board of directors in which only independent directors participate. During
these transition periods, we may continue to utilize the available exemptions from certain corporate governance
requirements as permitted by the Nasdaq rules, and our compensation committee may not consist solely of
independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies
that are subject to all of the Nasdaq rules during the transition period. In addition, even after the transition period, we
may elect to rely on the Exceptional and Limited Circumstances exception under Nasdaq rules to permit one non-
independent director to serve on our committees that would otherwise be required to solely have independent
directors. In the event we do not have committees composed solely of independent directors in accordance with the
Nasdaq rules due to the transition period from loss of controlled company status or the Exceptional and Limited
Circumstances exception provided under the Nasdaq rules, our common stock may be less attractive to some
investors or our trading price may be adversely affected.
We may provide a significant loan facility in connection with the Merger. Pursuant to the Merger
Agreement, under certain circumstances, the Company will provide a loan facility (the “TRIP Loan Facility”) to
LTRIP of approximately $330 million, to repay the Debentures prior to Closing, which facility, among other things:
(i) will be a term loan, (ii) will have an interest rate equal to (A) the secured overnight financing rate as
administrated by the Federal Reserve Bank of New York plus (B) 6.00%, which shall be repayable in kind (in lieu of
payment in cash) on a quarterly basis (or such other time period as jointly agreed to by LTRIP and the Company),
(iii) will mature on the earlier of (A) the Termination Date under the Merger Agreement and (B) 15 business days
after the valid termination of the Merger Agreement (for reasons other than the Termination Date having been
reached), or such later date as jointly agreed to by LTRIP and the Company, (iv) will not be prepayable without the
prior written consent of TRIP and must be repaid at maturity in cash, (v) subject to customary exceptions and

27
exclusions, will be secured by substantially all of the assets of LTRIP and its subsidiaries, and (vi) shall contain
customary rights and remedies of TRIP in connection with customary events of default to be agreed between LTRIP
and TRIP.
We and LTRIP are and may continue to be targets of securities class action, derivative, and other
stockholder lawsuits that could result in substantial costs and may delay or prevent the Merger from being
completed. We and LTRIP are and may continue to be targets of securities class action, derivative, and other
stockholder lawsuits as a result of our agreement to enter into the Merger transaction. For example, on January 28,
2025, a purported stockholder of the Company filed a complaint in the Court of Chancery of the State of Delaware
seeking books and records of the Company relating to the Merger and, on January 30, 2025, a purported stockholder
of LTRIP filed a complaint in the United States District Court for the Northern District of Illinois alleging claims
under the federal securities laws relating to the preliminary proxy statement issued by LTRIP concerning the
Merger. Securities class action, derivative, and other stockholder lawsuits are often brought against public
companies that have entered into merger agreements. The outcome of litigation is uncertain and we may not be
successful in defending against any present or future claims brought against us even if they are without merit.
Regardless of the outcome of any lawsuits brought against us, such lawsuits could delay or prevent the Merger,
divert the attention of our management and employees from our day-to-day business, result in substantial costs and
otherwise adversely affect us financially. A potential adverse judgment could result in monetary damages, which
could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in
obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from
being completed, or from being completed within the anticipated timeframe, which may adversely affect our
business, financial condition or results of operations.
Risks Related to Tax Matters
Our effective income tax rate is impacted by a number of factors that could have a material impact on our
financial results and could increase the volatility of those results. Due to the global nature of our business, we are
subject to income taxes in the U.S. and other foreign jurisdictions. In the event we incur taxable income in certain
jurisdictions but incur losses in other jurisdictions, we generally cannot offset the income from one jurisdiction with
the loss from another. This lack of flexibility could affect our effective income tax rate. Furthermore, significant
judgment is required to calculate our worldwide provision for income taxes and depends on our ability to operate
our business in a manner consistent with our corporate structure and intercompany arrangements. In the ordinary
course of our business, there are many transactions and calculations where the ultimate tax determination is
uncertain. Our future income tax rates could be affected by a number of matters outside of our control, including but
not limited to changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation
of deferred tax assets or accounting for share-based compensation. If our effective income tax rates were to increase,
our financial results and cash flows would be adversely affected.
Application of U.S. state and local or international tax laws, changes in tax laws or tax rulings, or the
examination of our tax positions, could materially affect our financial position and results of operations. As an
international business, we are subject to income taxes and non-income-based taxes in the U.S. and various other
international jurisdictions. Tax laws are subject to change as new laws are passed and new interpretations of the laws
are issued or applied. Due to economic and political conditions, tax rates and tax regimes may be subject to
significant change and the tax benefits that we intend to eventually derive could be undermined due to changing tax
laws. Governments are increasingly focused on ways to increase tax revenues, which has contributed to more
aggressive positions taken by tax authorities and an increase in tax legislation. Any such additional taxes or other
assessments may be in excess of our current tax provisions or may require us to modify our business practices in
order to reduce our exposure to additional taxes going forward, any of which could have a material adverse effect on
our business, results of operations and financial condition. 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.
Over recent years, the Organization for Economic Cooperation and Development (“OECD”) through its
“Inclusive Framework” has been working on a “two-pillar” global tax consensus project that, if implemented, would
result in certain changes to the current global tax regulatory framework. The OECD’s “Pillar One” initiative
proposes to reallocate certain profits from the largest and most profitable multinational businesses to countries
where the customers of those businesses are located, and the “Pillar Two” initiative proposes a global minimum
income tax rate on corporations of 15%. In response to these proposals, certain jurisdictions have enacted legislation

28
to implement a global minimum income tax of 15%, which currently has no impact on our financial results, as well
as legislation to impose new forms of gross receipts taxes, such as digital services taxes imposed on digital
advertising and online marketplace platforms/services. If consensus is reached on Pillar One, unilateral digital
services taxes should be repealed, however until such time we continue to be subject to these taxes. We are currently
subject to unilateral digital services taxes, and during the years ended December 31, 2024, 2023 and 2022, we
recorded $18 million, $18 million and $9 million, respectively, of digital service taxes to cost of sales on our
consolidated statements of operations. While the future of the global tax regulatory landscape remains uncertain, we
continue to monitor the OECD’s and members ongoing discussions to determine the current and potential impact on
our consolidated financial statements.
We are routinely under audit by federal, state and foreign taxing authorities. 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.
Changes in the tax treatment of companies engaged in e-commerce may adversely affect the commercial
use of our platform and our financial results. Tax authorities at the international, federal, state and local levels are
currently reviewing the appropriate treatment of companies engaged in e-commerce and it is possible that various
jurisdictions may attempt to levy additional or new sales, income or other taxes relating to our activities. 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. 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. 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. Supreme Court ruled
in South Dakota v. Wayfair Inc. that remote sellers are not required to collect state and local sales taxes. 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. 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; 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. 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.
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. Several states and other taxing jurisdictions have presented or
threatened us with assessments, alleging that we are required to collect and remit certain taxes there. While we do
not believe that we are subject to such taxes and intend to vigorously defend our position in these cases, we cannot
be sure of the outcome of our discussions and/or appeals with these states. In the event of an adverse outcome, we
could face assessments, plus any additional interest and penalties. We also expect additional jurisdictions may make
similar assessments or pass similar new laws in the future, and any of the jurisdictions where we have sales may
apply more rigorous enforcement efforts or take more aggressive positions in the future that could result in greater
tax liability allegations. Such tax assessments, penalties and interest or future requirements may materially adversely
affect our business, financial condition and operating results.

29
We face risks associated with fluctuations in foreign currency exchange rates. As a result, we face exposure
to movements in foreign currency exchange rates including, but not limited to, re-measurement of gains and losses
from changes in the value of foreign denominated assets and liabilities; translation gains and losses on foreign
subsidiary financial results that are translated into U.S. dollars upon consolidation; and planning risk related to
changes in exchange rates between the time we prepare our annual and quarterly forecasts and when actual results
occur. 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. Accordingly, fluctuations in foreign currency exchange rates, such as the
strengthening of the U.S. 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. In addition, the current environment and the increasingly global
nature of our business have made hedging these exposures more complex. We hedge certain short-term foreign
currency exposures with the purchase of forward exchange contracts. 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.
Risks Related to Ownership of our Common Stock
Liberty TripAdvisor Holdings, Inc. currently is a controlling stockholder. Liberty TripAdvisor Holdings,
Inc., or LTRIP, effectively controls the outcome of all matters submitted to a vote or for the consent of our
stockholders (other than with respect to the election by the holders of our common stock of 25% of the members of
our Board of Directors and matters as to which Delaware law requires separate class votes). Our Chairman, Gregory
Maffei, and Director Albert Rosenthaler, also serve as officers and directors of LTRIP. LTRIP may have interests
that differ from those of our other stockholders and may vote in a way with which our other stockholders may not
agree or that may be adverse to other stockholders’ interests. LTRIP is not restricted from investing in other
businesses related to our business. 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:
•
Quarterly variations in our or our competitors’ results of operations;
•
Changes in earnings estimates or recommendations by securities analysts;
•
Failure to meet market expectations;
•
The announcement of new products or product enhancements by us or our competitors;
•
Repurchases of our common stock;
•
Developments in our industry, including changes in governmental regulations; and
•
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. These fluctuations often have been unrelated or
disproportionate to the operating performance of those companies. 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.
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. 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

30
entirely of independent directors. Accordingly, our stockholders will not be afforded the same protections generally
as stockholders of other Nasdaq-listed companies with respect to corporate governance for so long as we rely on
these exemptions from the corporate governance requirements.
We do not pay regular quarterly or annual cash dividends on our stock. 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. 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.
Future sales of shares of our common stock in the public market, or the perception that such sales may
occur, may depress our stock price. 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. 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.
Anti-takeover provisions in our organizational documents and Delaware law may discourage or prevent a
change of control, even if an acquisition would be beneficial to our stockholders, which could affect our stock
price adversely and prevent attempts by our stockholders to replace or remove our current management.
These provisions include:
•
Authorization and issuance of Class B common stock that entitles holders to ten votes per share;
•
Authorization of the issuance of preferred stock which can be created and issued by the Board of
Directors without prior stockholder approval, with rights senior to those of our common stock;
•
Prohibition of our stockholders to fill board vacancies or call special stockholder meetings; and
•
Limitations on who may call special meetings of stockholders.
These and other provisions in our certificate of incorporation, bylaws and Delaware law, including differences
in law if we effect the Redomestication to become organized under the laws of the State of Nevada, could make it
more difficult for stockholders or potential acquirers to obtain control of our Board of Directors or initiate actions
that are opposed by our then-current Board of Directors, including a merger, tender offer or proxy contest involving
our company. In addition, in connection with the closing of the Merger, the anti-takeover provisions included in our
organizational documents may be removed or changed or additional anti-takeover provisions may be added which
could further delay or prevent a change of control transaction or changes in our Board of Directors. 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.
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. 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. 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.
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.
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.
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. 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. companies, including us, which may
also impact our decision to engage in share repurchases. The repurchase programs may be limited, suspended or
discontinued at any time without prior notice. In addition, repurchases of our common stock pursuant to our share
repurchase programs could affect our stock price and increase its volatility. The existence of a share repurchase

31
program could cause our stock price to be higher than it would be in the absence of such a program. 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. 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. 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.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
In an era marked by rapid technological evolution, the business landscape is increasingly data-driven.
Companies, including ours, collect, store, and leverage data to glean valuable insights about our members and travel
trends; deliver relevant content to our members, suppliers, and business partners and enhance operational efficiency.
This collection and leverage of data exposes us to potential cybersecurity threats. Our cybersecurity program is
guided by industry standards developed by the National Institute of Standards and Technology (“NIST”). As a
result, we have implemented a cybersecurity risk management framework that is designed to identify, assess, and
mitigate risks from cybersecurity threats to our electronic information systems that could adversely affect the
confidentiality, integrity, or availability of our information systems or the data residing on those systems. While no
organization can eliminate cybersecurity risk entirely, we believe our cybersecurity program is reasonably designed
to mitigate our cybersecurity and information technology risks.
Risk Management Oversight and Governance
The Board of Directors is responsible for overseeing management’s processes for managing cybersecurity
risks and has delegated this function to the Audit Committee. The Audit Committee regularly reviews and discusses
with management the processes to identify, assess and manage cybersecurity threats, as well as to identify, assess
and, to the extent required, disclose whether risks from cybersecurity threats have materially affected the Company
or if material cybersecurity incidents have occurred.
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. In support of
these responsibilities, management has formed a Compliance Committee and designated a Chief Compliance Officer
to implement, manage and oversee a corporate compliance program.
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. The Compliance Committee consists of, among others, our Chief Financial Officer (“CFO”), Chief Legal
Officer (“CLO”) and Chief Compliance Officer (“CCO”). The CCO has established an Information Governance and
Privacy Committee responsible for oversight of privacy and cybersecurity risks. The Information Governance and
Privacy Committee consists of senior members of the Company’s Information Security Team and CCO, as well as
representatives from engineering, product development and data privacy. 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.
Our Information Security Team reports to our CCO. The CCO reports to the Compliance Committee, which
includes the CFO and CLO. The CFO and CLO report directly to the Company’s Chief Executive Officer. Each of
the CFO, CLO and CCO 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.
Our CCO, supported by our Information Security Team, has primary responsibility for managing our
cybersecurity threat management program. We maintain rigorous standards for our information security leadership
positions, including requiring extensive experience in building and leading cybersecurity security teams and

32
implementing enterprise-wide cybersecurity programs. Our CCO and Information Security Team continue to
execute on our established cybersecurity strategy and risk management framework.
The CCO, with input from the Information Security Team, meets regularly with and provides updates on
cybersecurity developments to, members of the executive management team.
Our Information Security Team meets at least annually with each of the Compliance Committee and the Audit
Committee to discuss cybersecurity threats and the risk management programs. The Information Security Team
provides information, as appropriate, about the sources and nature of risks the Company faces and how management
assesses such risks. Our CCO also provides a quarterly report to the Audit Committee on trends and observations
concerning cyber threats and actions being taken to mitigate those risks. The Chair of the Audit Committee reports
quarterly to the full Board of Directors and that report includes a summary of the CCO’s report.
Processes for the Identification of Risks from Cybersecurity Threats
The Compliance Committee, working with the Information Security Team, has developed a cybersecurity risk
management program that aims to address the following key areas:
•
Identification of assets at risk from cybersecurity threats;
•
Identification of potential sources of cybersecurity threats;
•
Assessment of the status of protections in place to prevent or mitigate cybersecurity threats;
•
Approaches to mitigating and managing cybersecurity risks; and
•
A process for regular reporting to the Compliance Committee and Board of Directors (directly
and through the Audit Committee).
The Company’s risk assessment and mitigation program is centered on the following components:
•
Identification of significant risks (primarily through enterprise risk assessments);
•
An evaluation of the likelihood of such risk occurring, the potential impact and the control
strength, consideration for compensating controls to mitigate the risk;
•
Prioritization of different risk items based on, among other things, the results of our evaluation;
and
•
Establishment of a process for addressing those risks.
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. Internal Audit periodically reports to the Audit Committee on the Company’s cybersecurity risk
mitigation efforts. The Audit Committee Chair, in turn, reports to the full Board of Directors.
Our Incident Response Plan (“IRP”) is designed to facilitate rapid incident response to any security incident
affecting the Company’s business lines, locations, services, and divisions. The IRP defines the roles and
responsibilities for the senior leadership team and cybersecurity experts to identify and respond to cybersecurity
events and incidents while complying with legal obligations. The Incident Response Team (“IRT”) is designated by
the IRP to assess each cybersecurity incident and event for impacts to the Company, customers, and third-party
partners and oversee the response to and remediation of such incident.
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. To assess the effectiveness of our program, we periodically conduct penetration testing and other vulnerability
analyses. 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.
We rely on certain third-party computer systems and third-party service providers in connection with
providing some of our services. These third-party business partners, service providers, and consultants need to
access our customer and other data, and connect to our computer networks. We define expected security and privacy
requirements through our contracting processes with those third parties and we perform cyber risk assessments at the
time of procurement to review the cyber risk management efforts of those third parties. These vendors are

33
contractually obligated to notify us when they experience a cybersecurity incident that can affect our operations or
stakeholders.
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 undertakes due diligence
to assess any key data privacy or information security risks.
To date, we have not identified any cybersecurity incidents or threats that have materially affected us or are
reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition;
however, like other companies in our industry, we have, from time to time, experienced threats and cybersecurity
incidents relating to our information technology systems and infrastructure. Our third-party vendors may also
experience threats and cybersecurity incidents from time to time.
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.
Item 2. Properties
As of December 31, 2024, we do not own any real estate. 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. We also lease an aggregate
of approximately 165,000 square feet of office space at nearly 25 locations across North America, Europe and Asia
Pacific, in cities such as New York, London, Singapore, Barcelona and Paris, primarily used as sales offices,
subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the
latest expiring in March 2034. 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.
Item 3. Legal Proceedings
Refer to “Note 11: 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. 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.
Item 4. Mine Safety Disclosures
Not applicable.

34
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market Information
Our common stock is quoted on The Nasdaq Global Select Market under the ticker symbol “TRIP.” Our Class
B common stock is not listed and there is no established public trading market for that security. As of February 11,
2025, all of our Class B common stock was held by LTRIP.
Performance Comparison Graph
The following graph provides a comparison of the total stockholder return from December 31, 2019 to
December 31, 2024, of an investment of $100 in cash on December 31, 2019 for Tripadvisor, Inc. common stock
and an investment of $100 in cash on December 31, 2019 for (i) the Standard and Poor’s 500 Index (the “S&P 500
Index”), (ii) The Nasdaq Composite Index; and (iii) the Research Data Group (“RDG”) Internet Composite Index.
The RDG Internet Composite Index is an index of stocks representing the internet industry, including internet
software and service companies, and e-commerce companies. The stock price performance shown on the graph
below is not necessarily indicative of future price performance. Data for the S&P 500 Index, The Nasdaq Composite
Index, and the RDG Internet Composite Index assume reinvestment of dividends.

35
This performance comparison graph is not “soliciting material,” is not deemed filed with the SEC and is not
deemed to be incorporated by reference into any filing of Tripadvisor, Inc. under the Securities Act or any filing
under the Exchange Act.
Holders of Record
As of February 11, 2025, there were 127,581,730 outstanding shares of our common stock held by 1,620
stockholders of record, and 12,799,999 outstanding shares of our Class B common stock held by one stockholder of
record: LTRIP.
Dividends
We did not declare or pay any dividends during the years ended December 31, 2024, 2023, or 2022. Any
determination to pay dividends in the future will be 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. In addition, our ability to pay dividends is limited by
the terms of our Credit Agreement. Refer to “Note 8: Debt” in the notes to our consolidated financial statements in
Item 8 of this Annual Report on Form 10-K for further information regarding our debt agreements. 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. Investors should rely on sales of their
common stock after price appreciation, which may never occur, as the only way to realize future gains on their
investments.
Securities Authorized for Issuance Under Equity Compensation Plans
The information required under this item is incorporated herein by reference to our 2025 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, 2024.
Unregistered Sales of Equity Securities
During the quarter ended December 31, 2024, we did not issue or sell any shares of our common stock, Class
B common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from
the registration requirements of the Securities Act.
Issuer Purchases of Equity Securities
On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our
common stock under a share repurchase program. Our Board of Directors authorized and directed management,
working with the Executive Committee of our Board of Directors, to affect the share repurchase program in
compliance with applicable legal requirements. 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.
This share repurchase program, which has a term of two years, does not obligate the Company to acquire any
particular number of shares and may be modified, suspended or discontinued at any time.
During the quarter ended December 31, 2024, we did not repurchase any shares of our common stock under
our existing share repurchase program. As of December 31, 2024, we had $200 million remaining available to
repurchase shares of our common stock under this authorized share repurchase program.
Item 6. [Reserved]

36
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information concerning our results of operations and financial
condition. This discussion should be read in conjunction with our accompanying consolidated financial statements
including the notes in Item 8 of this Annual Report on Form 10-K, and the Section entitled “Cautionary Note
Regarding Forward-Looking Statements,” included elsewhere in this Annual Report on Form 10-K. Our actual
results may differ from the results discussed in any forward looking statements, which may be due to factors
discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
Overview
The Tripadvisor group operates as a family of brands with a purpose of connecting people to experiences
worth sharing. Our vision is to be the world’s most trusted source for travel and experiences. The Company operates
across three business segments: Brand Tripadvisor, 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.
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. 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
reviews and opinions for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and
cruises in over 40 countries and in more than 20 languages across the world. Tripadvisor offers more than 1 billion
user-generated reviews and opinions on over 9 million experiences, accommodations, restaurants, airlines, and
cruises. Tripadvisor’s online platform attracts one of the world’s largest travel audiences, with hundreds of millions
of visitors annually.
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. 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—nearly
400,000 experiences from more than 65,000 operators. 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.
TheFork’s purpose is to deliver happiness through amazing dining experiences as the leading online restaurant
booking platform in Europe. At the forefront of championing restaurant culture, TheFork harnesses technology to
promote real life connections between diners and restaurateurs. With a network of approximately 55,000 partner
restaurants across 11 countries, nearly 40 million app downloads and more than 20 million reviews, TheFork is a go-
to platform for all food lovers to enjoy unforgettable restaurant experiences. Through TheFork, users can easily find
restaurants according to their preferences, check real-time availability, instantly book online 24/7, benefit from
special offers and pay directly to the restaurants. For restaurateurs, TheFork's technology enables them to optimize
reservation management and occupancy rates, increase bookings and visibility, limit the impacts of no-shows,
manage payments and streamline operations, all while accessing the broadest community of loyal diners.

37
Trends
The online travel industry in which we operate is large, highly dynamic and competitive. We describe below
current trends affecting our overall business and segments, including uncertainties that may impact our ability to
execute on our objectives and strategies. Public health-related events, such as a pandemic; political instability,
geopolitical conflicts, including the evolving events in the Middle East and between Ukraine and Russia; acts of
terrorism; fluctuations in currency values’ and changes in global economic conditions, are examples of other events
that could have a negative impact on the travel industry and, as a result, our financial results in the future.
We generate a significant amount of direct traffic from search engines, including Google, through strong
search engine optimization (“SEO”) performance across all segments. We believe our SEO traffic acquisition
performance has been negatively impacted, and may be impacted in the future, by search engines (primarily Google)
changing their search result placement and underlying algorithms to increase the prominence of their own products
in search results across our business. This has most notably impacted our hotel meta offering within our Brand
Tripadvisor segment.
In response to the large underpenetrated market for experiences, Viator continues to invest in product, supply,
and marketing to drive bookings and grow market share. Over the long-term, we are focused on driving a greater
percentage of our bookings from direct channels. We are doing this by continuing to focus on increasing our brand
loyalty and improving the user experience across products on our website and mobile app, providing high-quality
customer service, and offering leading customer choice for online bookable experiences supply. In addition, we are
evolving and growing our partnerships with leading global and e-commerce brands and general OTAs to increase
demand for experiences and drive positive unit economics.
The global experiences market is large, growing, and highly fragmented, with the vast majority of bookings
still occurring through traditional offline sources. We expect to benefit from ongoing market tailwinds as consumers
increasingly book experiences online and consumer behavior continues to allocate discretionary spending more to
travel and experiences and away from physical goods. Likewise, the global restaurants category is also benefiting
from increased online adoption by both consumers and restaurant partners, particularly in Europe. Given the
competitive positioning of our businesses relative to the attractive growth prospects in the experiences and restaurant
categories, we expect to continue to invest in these categories across Tripadvisor group and, in particular, within the
Viator and TheFork segments, to continue growing revenue, operating scale, and market share gains for the long-
term.
For information regarding our business strategy and business models, see the discussion set forth in Part I,
Item 1. “Business,” of this Form 10-K under the captions “Our Business Strategy,” and “Our Business Models.”
Recent Developments
Tripadvisor and Liberty TripAdvisor Planned Merger
On December 18, 2024, the Company and LTRIP entered into an agreement and plan of merger (the "Merger
Agreement") whereby Tripadvisor will acquire Liberty TripAdvisor (the "Merger"). In connection with the Merger,
(i) the shares of LTRIP Series A Common Stock and Series B Common Stock issued and outstanding immediately
prior to the effective time of the Merger will be converted into the right to receive $0.2567 per share in cash
(without interest), totaling approximately $20 million in the aggregate; (ii) all of the shares of LTRIP's 8% Series A
Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the
Merger will be converted into the right to receive, in the aggregate, approximately $42 million in cash, without
interest, and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock; and
(iii) LTRIP's 0.50% Exchangeable Senior Debentures of approximately $330 million will be repaid in accordance
with their terms. Pursuant to the Merger Agreement, the Company will provide a loan facility (the “TRIP Loan
Facility”) to LTRIP of approximately $330 million, to repay LTRIP debentures prior to the closing of the Merger.
The TRIP Loan Facility will be repaid on the earlier of (i) the closing of the Merger, and (ii) 15 business days after
the valid termination of the Merger Agreement or (b) such later date as jointly agreed to by LTRIP and the
Company.

38
The transaction is expected to close in the second quarter of 2025, and based on 10-day volume-weighted
average share price (“VWAP”) of $13.98 at December 17, 2024, the expected aggregate transaction value to be paid
by the Company is approximately $435 million (which includes approximately $392 million of cash consideration
and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock based on 10-day
VWAP of $13.98 at December 17, 2024). The implied share price for the acquisition of such shares of the
Company's common stock from LTRIP is $16.21 (which reflects a premium of approximately 16% based on the 10-
day VWAP as of December 17, 2024). Refer to “Note 1: Organization and Business Description” in the notes to our
consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Restructuring and Related Reorganization Actions
During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions across its
businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its
strategic initiatives. As a result, the Company incurred pre-tax restructuring and other related reorganization costs
totaling $21 million, which consisted of a one-time contract termination fee to a third-party professional services
firm and employee severance and related benefits. Refer to “Note 7: Accrued Expenses and Other Current
Liabilities” and “Note 18: Segment and Geographic Information” in the notes to our consolidated financial
statements in Item 8 of this Annual Report on Form 10-K for further information regarding restructuring and other
related reorganization costs incurred for each reportable segment.
As a result of subsequent actions, the Company expects to incur additional pre-tax restructuring and other
related reorganization costs in an estimated range of $9 million to $11 million during the first quarter of 2025,
consisting of employee severance and related benefits, primarily in the Brand Tripadvisor segment. We expect these
cost reduction measures to be completed by the Company during the first quarter of 2025.
Term Loan B Facility
On July 8, 2024, under the Amended Credit Agreement, the Company issued a $500 million Term Loan B
Facility maturing July 8, 2031, with an interest rate based on secured overnight financing rate ("SOFR") plus 2.75%.
On July 15, 2024, the Company used these borrowed funds to fully redeem the outstanding $500 million, 2025
Senior Notes. The Term Loan B Facility was offered at 99.75% of par and is required to be paid down at 1.00% of
the aggregate principal amount per year, repayable in quarterly installments on the last day of each calendar quarter,
commencing December 31, 2024, equal to 0.25% of the original principal amount with the balance due on the
maturity date. Refer to “Note 8: Debt” in the notes to our consolidated financial statements in Item 8 of this Annual
Report on Form 10-K for further information.
Income Taxes
As previously disclosed, in August 2023, we received a Notices of Proposed Adjustments (“NOPA”) from the
IRS for the 2014 through 2016 tax years relating to certain transfer pricing arrangements with our foreign
subsidiaries. In response, we requested competent authority assistance under the Mutual Agreement Procedure
(“MAP”) for the 2014 through 2016 tax years. In January 2024, we received notification of a MAP resolution
agreement for the 2014 through 2016 tax years, which we accepted in February 2024. In connection with this IRS
audit settlement: (i) during the second quarter of 2024, we made a payment to the IRS of $141 million, inclusive of
estimated interest, (ii) during the second half of 2024, we made various state tax payments totaling $26 million,
inclusive of estimated interest, and (iii) during the fourth quarter of 2024, we received a competent authority refund
of $42 million, inclusive of net interest income, from a foreign jurisdiction. This IRS audit settlement resulted in
total net operating cash outflow during 2024 of $105 million, which includes federal tax benefits from these
payments of $20 million. Refer to “Note 10: Income Taxes” in the notes to our consolidated financial statements in
Item 8 of this Annual Report on Form 10-K and the “Contingencies” discussion below for further information
regarding potential material contingencies related to ongoing audits regarding income taxes.

39
Critical Accounting Estimates
We prepare our consolidated financial statements and accompanying notes in accordance with GAAP.
Preparation of the consolidated financial statements and accompanying notes requires that management make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during
the periods reported. Management bases its estimates on historical experience, when applicable and other
assumptions that it believes are reasonable under the circumstances. Actual results may differ from estimates under
different assumptions or conditions.
There are certain critical estimates that we believe require that management use significant judgment and
estimates in applying those policies in the preparation of our consolidated financial statements. We consider an
accounting estimate to be critical if:
•
It requires us to make an assumption because information was not available at the time or it included
matters that were highly uncertain at the time we were making the estimate; and/or
•
Changes in the estimate or different estimates that we could have selected may have had a material impact
on our financial condition or results of operations.
Refer to “Note 2: Significant Accounting Policies” in the notes to our consolidated financial statements in Item
8 of this Annual Report on Form 10-K for an overview of our significant accounting policies and any new
accounting pronouncements that we have adopted or that we plan to adopt that have had or may have an impact on
our financial statements.
A discussion of information about the nature and rationale for our critical accounting estimates is below:
Income Taxes
We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our
estimation of the future tax consequences of temporary differences between the carrying amounts of assets and
liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting
methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred
tax asset or liability for each temporary difference based on the enacted income tax rates expected to be in effect
when we realize the underlying items of income and expense. We consider all relevant factors when assessing the
likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction,
expectations of future taxable income and the carryforward periods available to us for tax reporting purposes, as
well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax
assets to the amount we believe is more likely than not to be realized. As of December 31, 2024, we had a valuation
allowance of approximately $106 million related to certain NOL carryforwards and other foreign deferred tax assets
for which it is more likely than not, the tax benefit will not be realized. We classify deferred tax assets and liabilities
as noncurrent on our consolidated balance sheet. Due to inherent complexities arising from the nature of our
businesses, future changes in income tax law, tax sharing agreements or variances between our actual and
anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could
materially vary from these estimates.
We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we
expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each
individual tax position, taking into consideration whether it is more likely than not that our tax position, based on
technical merits, will be sustained upon examination. For those positions for which we conclude it is more likely
than not it will be sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being
realized upon ultimate settlement with the taxing authority. The difference between the amount recognized and the
total tax position is recorded as a liability. The ultimate resolution of these tax positions may be greater or less than
the liabilities recorded.
Refer to “Note 10: Income Taxes” in the notes to our consolidated financial statements in Item 8 of this
Annual Report on Form 10-K and the “Contingencies” discussion below for further information, including certain
uncertainties, critical estimates, and potential contingencies related to ongoing audits regarding income taxes.

40
Certain Relationships and Related Party Transactions
For information on our related party transactions, refer to “Note 17: Related Party Transactions” in the notes
to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Consolidated Results of Operations
Revised Operating Expense Presentation
During the fourth quarter of 2024, the Company revised its operating expense captions on its consolidated
statement of operations to better align the Company’s financial presentation with how management assesses
performance and makes strategic decisions in its business operations, and to provide additional clarity and
understanding of our operating expenses for investors. Prior year amounts have been reclassified to conform to the
current period presentation. The revised presentation did not result in any changes to previously reported revenues,
total costs and expenses, operating income (loss), income (loss) before income taxes, or net income (loss). For
further information, refer to “Note 2: Significant Accounting Policies” in the notes to our consolidated financial
statements in Item 8 of this Annual Report on Form 10-K.
A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal
year 2023 is presented below. A discussion regarding our financial condition and results of operations for fiscal year
2023 compared to fiscal year 2022 can be found in Part II, Item 7. "Management’s Discussion and Analysis of
Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended
December 31, 2023, filed with the SEC on February 16, 2024, except for the discussion related to consolidated
operating expenses which are presented below. We have included a discussion of certain operating expense captions
for fiscal year 2023 compared to fiscal year 2022, given the changes made to those same operating expenses
captions, as noted above.

41
Results of Operations
Selected Financial Data
(in millions, except percentages)
Year ended December 31,
% Change
2024
2023
2022
2024
vs.
2023
2023
vs.
2022
Revenue
$
1,835
$
1,788
$
1,492
3%
20%
Costs and expenses:
Cost of sales
131
119
78
10%
53%
Marketing
729
705
576
3%
22%
Personnel (including stock-based compensation of
$120, $96, and $88)
595
570
503
4%
13%
Technology
91
80
63
14%
27%
General and administrative
91
79
74
15%
7%
Depreciation and amortization
85
87
97
(2)%
(10)%
Restructuring and other related reorganization costs
21
22
—
(5)% n.m.
Total costs and expenses:
1,743
1,662
1,391
5%
19%
Operating income (loss)
92
126
101
(27)%
25%
Other income (expense):
Interest expense
(46)
(44)
(44)
5%
0%
Interest income
48
47
15
2%
213%
Other income (expense), net
(7)
(4)
(5)
75%
(20)%
Total other income (expense), net
(5)
(1)
(34)
400%
(97)%
Income (loss) before income taxes
87
125
67
(30)%
87%
(Provision) benefit for income taxes
(82)
(115)
(47)
(29)%
145%
Net income (loss)
$
5
$
10
$
20
(50)%
(50)%
Other financial data:
Adjusted EBITDA (1)
$
339
$
334
$
295
1%
13%
n.m. = not meaningful
(1)
Consolidated Adjusted EBITDA is considered a non-GAAP measure as defined by the SEC. Please refer to the “Adjusted
EBITDA” discussion below for more information, including tabular reconciliations to the most directly comparable GAAP
financial measure.

42
Revenue and Segment Information
Brand Tripadvisor Segment
Year ended December 31,
% Change
2024
2023
2022
2024
vs.
2023
2023 vs.
2022
(in millions)
Revenue (1)
$
949
$
1,031
$
966
(8)%
7%
Less: (2)
Cost of sales
33
31
20
6%
55%
Marketing
251
279
260
(10)%
7%
Personnel (exclusive of stock-based
compensation)
266
273
249
(3)%
10%
Technology
54
50
42
8%
19%
General and administrative
44
50
50
(12)%
0%
Total Adjusted EBITDA
$
301
$
348
$
345
(14)%
1%
Adjusted EBITDA Margin by Segment (3)
32%
34%
36%
(1)
Brand Tripadvisor segment revenue figures are shown gross of intersegment (intercompany) revenue, which is eliminated on a
consolidated basis. Refer to “Note 18: Segment and Geographic Information” in the notes to our consolidated financial statements in
Item 8 of this Annual Report on Form 10-K for a discussion of intersegment revenue and expenses for all periods presented.
(2)
Refer to “Note 18: Segment and Geographic Information” in the notes to our consolidated financial statements in Item 8 of this
Annual Report on Form 10-K for expense information needed in order to reconcile to the consolidated operating expense captions on
the consolidated statements of operations.
(3)
“Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment.
Brand Tripadvisor revenue decreased by $82 million during the year ended December 31, 2024 when
compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a
decrease in hotel B2B revenue.
Adjusted EBITDA in our Brand Tripadvisor segment decreased $47 million during the year ended
December 31, 2024 when compared to the same period in 2023, while adjusted EBITDA margin decreased by 2
percentage points during the year ended December 31, 2024 when compared to the same period in 2023. The
decrease in adjusted EBITDA was primarily due to a decrease in revenue, as noted above, partially offset by a
decrease in the segment's operating expenses during the year ended December 31, 2024 when compared to the same
period in 2023 of $35 million, primarily related to a decrease in marketing expenses, primarily paid online traffic
acquisition costs, and to a lesser extent a decrease in personnel costs. The decrease in adjusted EBITDA margin
during the year ended December 31, 2024 when compared to the same period in 2023, was largely due to an
increase in personnel costs as a percent of revenue.
The following is a detailed discussion of the revenue sources within our Brand Tripadvisor segment:
Year ended December 31,
% Change
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
Brand Tripadvisor:
(in millions, except percentages)
Tripadvisor-branded hotels
$
585
$
659
$
650
(11%)
1%
% of Brand Tripadvisor revenue*
62%
64%
67%
Media and advertising
150
145
130
3%
12%
% of Brand Tripadvisor revenue*
16%
14%
13%
Tripadvisor experiences and dining (1)
169
176
134
(4%)
31%
% of Brand Tripadvisor revenue*
18%
17%
14%
Other
45
51
52
(12%)
(2%)
% of Brand Tripadvisor revenue*
5%
5%
5%
Total Brand Tripadvisor Revenue
$
949
$
1,031
$
966
(8%)
7%

43
*Percentages may not total to 100% due to rounding
(1)
Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment (intercompany)
revenue, which is eliminated on a consolidated basis. Refer to “Note 18: Segment and Geographic Information” in the notes to our
consolidated financial statements in Item 8 of this Annual Report on Form 10-K for a discussion of intersegment revenue for all periods
presented.
Tripadvisor-branded Hotels Revenue
Tripadvisor-branded hotels revenue decreased $74 million during the year ended December 31, 2024 when
compared to the same period in 2023, primarily due to a decrease in hotel meta revenue and, to a lesser extent, a
decrease in hotel B2B revenue as the Company transitioned from a sales-led model to a self-service model during
2024. The decrease in hotel meta revenue during the year ended December 31, 2024 when compared to the same
period in 2023 was driven by declines in U.S. hotel meta revenue and, to a lesser extent, European hotel meta
revenue, primarily due to weaker demand related to increased competition in paid online marketing channels and
continued headwinds impacting direct channels, including SEO traffic, contributing to a decrease in click volumes,
and to a lesser extent, a deceleration in cost-per-click (“CPC”) rates, particularly in the U.S.
Media and Advertising Revenue
Media and advertising revenue consists of revenue from display-based advertising (or “media advertising”)
across our platform and increased $5 million during the year ended December 31, 2024 when compared to the same
period in 2023, primarily due to an increase in overall advertising campaigns and pricing. Advertising through
creative offerings and programmatic advertising, more than offset declines in traditional display advertising that
correlates more closely with traffic volume, as well as the broader display advertising market, which is growing
slower than other advertising formats.
Tripadvisor Experiences and Dining Revenue
Tripadvisor experiences and dining revenue includes intercompany (intersegment) revenue consisting of
affiliate marketing commissions earned primarily from experience bookings, and to a lesser extent, restaurant
reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork,
respectively, which is eliminated on a consolidated basis, in addition to revenue earned from Brand Tripadvisor’s
restaurant offerings. Tripadvisor experiences and dining revenue decreased $7 million during the year ended
December 31, 2024 when compared to the same period in 2023, due to a decline in dining revenue as the Company
transitioned from a sales-led model to a self-service model during 2024.
Other Revenue
Other revenue, which includes vacation rentals revenue, in addition to primarily click-based advertising and
display-based advertising revenue from cruise, flights, and rental cars offerings on Tripadvisor websites and mobile
apps, decreased by $6 million during the year ended December 31, 2024 when compared to the same period in 2023,
primarily due to a decline in vacation rentals revenue as this offering continues to be strategically de-emphasized.

44
Viator Segment
Year ended December 31,
% Change
2024
2023
2022
2024 vs.
2023
2023
vs.
2022
(in millions)
Revenue
$
840
$
737
$
493
14%
49%
Less: (1)
Cost of sales
80
79
51
1%
55%
Marketing (2)
562
519
351
8%
48%
Personnel (exclusive of stock-based
compensation)
126
110
81
15%
36%
Technology
25
18
9
39%
100%
General and administrative
14
11
12
27%
(8)%
Total Adjusted EBITDA
$
33
$
—
$
(11)
n.m.
n.m.
Adjusted EBITDA Margin by Segment (3)
4%
0%
(2%)
n.m. = not meaningful
(1)
Refer to “Note 18: Segment and Geographic Information” in the notes to our consolidated financial statements in Item 8 of this
Annual Report on Form 10-K for expense information needed in order to reconcile to the consolidated operating expense captions on
the consolidated statements of operations.
(2)
Viator segment marketing expenses are shown gross of intersegment (intercompany) expenses, which is eliminated on a consolidated
basis. Refer to “Note 18: Segment and Geographic Information” in the notes to our consolidated financial statements in Item 8 of this
Annual Report on Form 10-K for a discussion of intersegment revenue and expenses for all periods presented.
(3)
“Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment.
Viator segment revenue increased by $103 million during the year ended December 31, 2024 when compared
to the same period in 2023, primarily driven by growth in booking volume across all points of sale in all major
geographies and, to a lesser extent, an increase in pricing.
Adjusted EBITDA in the Viator segment improved by $33 million during the year ended December 31, 2024
when compared to the same period in 2023, and adjusted EBITDA margin improved by 4 percentage points during
the year ended December 31, 2024 when compared to the same period in 2023. The improvement in adjusted
EBITDA and adjusted EBITDA margin was primarily due to differences in marketing channel mix driving increased
spend efficiency. These improvements were partially offset by increased personnel costs to support growth, and to a
lesser extent, increased licensing costs, as well as revenue generation costs resulting from credit card payments in
direct correlation with the increase in revenue, all negatively impacted adjusted EBITDA.

45
TheFork Segment
Year ended December 31,
% Change
2024
2023
2022
2024
vs.
2023
2023
vs.
2022
(in millions)
Revenue
$
181
$
154
$
126
18%
22%
Less: (1)
Cost of sales
15
9
7
67%
29%
Marketing (2)
51
41
58
24%
(29)%
Personnel (exclusive of stock-based
compensation)
83
91
85
(9)%
7%
Technology
12
12
12
0%
0%
General and administrative
15
15
3
0%
400%
Total Adjusted EBITDA
$
5
$
(14)
$
(39)
n.m.
(64)%
Adjusted EBITDA Margin by Segment (3)
3%
(9%)
(31%)
n.m. = not meaningful
(1)
Refer to “Note 18: Segment and Geographic Information” in the notes to our consolidated financial statements in Item 8 of this
Annual Report on Form 10-K for expense information needed in order to reconcile to the consolidated operating expense captions on
the consolidated statements of operations.
(2)
TheFork segment marketing expenses are shown gross of intersegment (intercompany) expenses, which is eliminated on a
consolidated basis. Refer to “Note 18: Segment and Geographic Information” in the notes to our consolidated financial statements in
Item 8 of this Annual Report on Form 10-K for a discussion of intersegment revenue and expenses for all periods presented.
(3)
“Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment.
TheFork segment revenue increased by $27 million during the year ended December 31, 2024 when compared
to the same period in 2023, driven primarily by increased booking volumes largely in direct channels and, to a lesser
extent, an increase in pricing.
Adjusted EBITDA in TheFork segment improved by $19 million during the year ended December 31, 2024
when compared to the same period in 2023, and adjusted EBITDA margin improved by 12 percentage points during
the year ended December 31, 2024 when compared to the same period in 2023. The improvement in adjusted
EBITDA was primarily due to an increase in revenue as noted above, and lower personnel costs, partially offset by
an increase in paid online traffic acquisition costs and other costs to support revenue growth. The improvement in
adjusted EBITDA margin was primarily due to lower personnel costs as a percent of revenue.
Consolidated Expenses
Cost of Sales
Cost of sales consists of expenses that are directly related or closely correlated to revenue generation,
including direct costs, such as credit card and other booking transaction payment fees, media production costs, ad
serving fees, and other revenue generating costs. In addition, cost of sales includes operating costs such as bad debt
expense and non-income taxes, including sales, use, digital services, and other non-income related taxes.
Year ended December 31,
% Change
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
(in millions)
Cost of sales
$
131
$
119
$
78
10%
53%
% of revenue
7.1%
6.7%
5.2%

46
2024 vs. 2023
Cost of sales increased $12 million during the year ended December 31, 2024 when compared to the same
period in 2023, primarily due to increased direct costs from credit card payment processing fees and other revenue-
related transaction costs of $7 million in the Viator segment in direct correlation with the increase in revenue, as
Viator serves as the merchant of record for the significant majority of its experience booking transactions, and to a
lesser extent, increased direct revenue generation costs related to media production costs in the Brand Tripadvisor
segment, as well as other costs to support revenue growth in TheFork segment. These increased costs were partially
offset by a decrease in non-income related taxes of $4 million in our Viator segment.
2023 vs. 2022
Cost of sales increased $41 million during the year ended December 31, 2023 when compared to the same
period in 2022, primarily due to increased direct costs from credit card payment processing fees and other revenue-
related transaction costs of $20 million in the Viator segment in direct correlation with the increase in revenue, and
to a lesser extent, increased direct revenue generation costs related to media production costs in the Brand
Tripadvisor segment and incremental digital service taxes of $9 million, primarily in the Viator segment, for the year
ended December 31, 2023.
Marketing
Marketing expenses consist of direct costs, including traffic generation costs from paid online traffic
acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and affiliate marketing
commissions, social media costs, brand advertising (including connected television, traditional television and other
offline advertising), promotions and public relations.
Year ended December 31,
% Change
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
(in millions)
Marketing - Brand Tripadvisor
$
251
$
279
$
260
(10%)
7%
Marketing - Viator
562
519
351
8%
48%
Marketing - TheFork
51
41
58
24%
(29%)
Intersegment (intercompany)
marketing expenses
(135)
(134)
(93)
1%
44%
Total Marketing
$
729
$
705
$
576
3%
22%
% of revenue
39.7%
39.4%
38.6%
2024 vs. 2023
Marketing costs increased $24 million during the year ended December 31, 2024 when compared to the same
period in 2023, primarily driven by an increase in overall marketing costs in the Viator and TheFork segments of
$53 million, in order to capture consumer demand, including increased investment within the Viator segment
focused on growing market share, acquiring new customers, and driving brand awareness, partially offset by a
decrease in overall marketing costs in the Brand Tripadvisor segment of $28 million.
2023 vs. 2022
Marketing costs increased $129 million during the year ended December 31, 2023 when compared to the same
period in 2022. This incremental expense was primarily driven by an increase of $147 million in overall marketing
costs, the substantial majority of which was incurred within the Viator segment of $128 million, net of intersegment
(intercompany) marketing expenses of $40 million, and to a lesser extent, the Brand Tripadvisor segment of $19
million, in order to capture consumer demand, including increased investment within these segments in order to
grow market share, slightly offset by a decrease in overall marketing costs in TheFork segment of $17 million.

47
Personnel
Personnel expenses consist primarily of salaries, payroll taxes, bonuses, employee health and other benefits,
and stock-based compensation. In addition, personnel expenses include costs associated with contingent staff,
bonuses and commissions for sales, sales support, customer support and marketing employees.
Year ended December 31,
% Change
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
(in millions)
Personnel (exclusive of stock-based
compensation)
$
475
$
474
$
415
0%
14%
Stock-based compensation
120
96
88
25%
9%
Total Personnel
$
595
$
570
$
503
4%
13%
% of revenue
32.4%
31.9%
33.7%
2024 vs. 2023
Personnel costs increased $1 million during the year ended December 31, 2024 when compared to the same
period in 2023, primarily driven by costs to support business growth in the Viator segment, partially offset by a
reduction in headcount related to our cost-reduction measures taken during 2023 in the Brand Tripadvisor and
TheFork segments. Stock-based compensation increased $24 million during the year ended December 31, 2024
when compared to the same period in 2023, primarily due to a modification during the first quarter of 2020 related
to the Company wide annual grant which reduced the original grant-date vesting period from four years to two
years.
2023 vs. 2022
Personnel costs increased $59 million during the year ended December 31, 2023 when compared to the same
period in 2022, primarily due to additional headcount and contingent staff to support business growth, primarily in
the Brand Tripadvisor and Viator segments. The impact of our cost reduction measures in July 2023, did not
materially impact our personnel costs during 2023. Stock-based compensation increased $8 million during the year
ended December 31, 2023 when compared to the same period in 2022, primarily due to an increase in stock-based
compensation granted to support business growth during 2023.
Technology
Technology expenses consist primarily of licensing, data center costs including cloud-based solutions,
maintenance, computer supplies, telecom, and content translation and localization costs.
Year ended December 31,
% Change
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
(in millions)
Technology
$
91
$
80
$
63
14%
27%
% of revenue
5.0%
4.5%
4.2%
2024 vs. 2023
Technology costs increased $11 million during the year ended December 31, 2024 when compared to the
same period in 2023, primarily due to increased licensing costs in the Viator segment, and to a lesser extent,
increased data center costs in the Brand Tripadvisor segment.

48
2023 vs. 2022
Technology costs increased $17 million during the year ended December 31, 2023 when compared to the
same period in 2022, primarily due to increased licensing costs, and to a lesser extent, increased data center costs in
both the Brand Tripadvisor and Viator segments.
General and Administrative
General and administrative expenses consist primarily of professional service fees and other fees including
audit, legal, tax and accounting, and other operating costs including real estate and office expenses, and non-
compensation related personnel expenses such as travel, relocation, recruiting, and training expenses.
Year ended December 31,
% Change
2024
2023
2022
2024 vs.
2023
2023 vs.
2022
(in millions)
General and administrative
$
91
$
79
$
74
15%
7%
% of revenue
5.0%
4.4%
5.0%
2024 vs. 2023
General and administrative costs increased $12 million during the year ended December 31, 2024 when
compared to the same period in 2023, primarily due to an estimated accrual for the potential settlement of a
regulatory related matter of $10 million during 2024 in the Brand Tripadvisor segment.
2023 vs. 2022
General and administrative costs increased $5 million during the year ended December 31, 2023 when
compared to the same period in 2022, primarily due to non-income tax related government assistance benefits
related to COVID-19 relief of $11 million received by the Company during 2022 in TheFork segment, which did not
reoccur in 2023, as well as, and to a lesser extent, a non-recurring cost of $3 million related to transaction costs
during 2023. These increases were partially offset by an approximate $8 million loss incurred during the fourth
quarter of 2022 as the result of a fraud scheme resulting in payments to an external party in the Brand Tripadvisor
segment, as previously disclosed, which did not reoccur in 2023.
Depreciation and amortization
Depreciation expense consists of depreciation on computer equipment, leasehold improvements, furniture,
office equipment and other assets, and amortization of capitalized website development costs and right-of-use
(“ROU”) assets related to our finance lease. Amortization consists of the amortization of definite-lived intangibles
purchased in business acquisitions.
Year ended December 31,
2024
2023
2022
(in millions)
Depreciation
$
79
$
78
$
84
Amortization of intangible assets
6
9
13
Total depreciation and amortization
$
85
$
87
$
97
% of revenue
4.6%
4.9%
6.5%
Depreciation and amortization decreased $2 million during the year ended December 31, 2024 when
compared to the same period in 2023, primarily due to the completion of amortization related to intangible assets
purchased in business acquisitions from previous years.

49
Restructuring and other related reorganization costs
Restructuring and other related reorganization costs consist primarily of employee severance and related
benefits and other related reorganization costs.
Year ended December 31,
2024
2023
2022
(in millions)
Restructuring and other related reorganization costs
$
21
$
22
$
—
% of revenue
1.1%
1.2%
0.0%
The Company incurred pre-tax restructuring and other related reorganization costs of $21 million during the
year ended December 31, 2024, as discussed above. Refer to “Note 7: Accrued Expenses and Other Current
Liabilities” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for
more information regarding restructuring and other related reorganization costs.
Interest Expense
Interest expense primarily consists of interest incurred, commitment fees, and debt issuance cost amortization
related to the Credit Facility, the Term Loan B Facility, the 2025 Senior Notes, the 2026 Senior Notes, as well as
imputed interest on finance leases.
Year ended December 31,
2024
2023
2022
(in millions)
Interest expense
$
(46) $
(44) $
(44)
Interest expense increased $2 million during the year ended December 31, 2024 when compared to the same
period in 2023, primarily due to the issuance of our Term Loan B Facility in July 2024, which increased our cost of
capital. The significant majority of interest expense incurred during the year ended December 31, 2024 was
primarily related to the Term Loan B Facility and 2026 Senior Notes. Refer to “Note 8: Debt” in the notes to our
consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
Interest Income
Interest income primarily consists of interest earned from available on demand bank deposits, term deposits,
money market funds, and marketable securities, including amortization of discounts and premiums on our
marketable securities.
Year ended December 31,
2024
2023
2022
(in millions)
Interest income
$
48
$
47
$
15
Interest income increased $1 million during the year ended December 31, 2024 when compared to the same
period in 2023, primarily due to an increase in the average amount of cash invested.
Other Income (Expense), Net
Other income (expense), net generally consists of net foreign exchange gains and losses, forward contract
gains and losses, earnings/(losses) from equity method investments, gain/(loss) and impairments on non-marketable
investments, gain/(loss) on sale/disposal of businesses, and other assets, gain/(loss) on extinguishment of debt, and
other non-operating income (expenses).

50
Year ended December 31,
2024
2023
2022
(in millions)
Other income (expense), net
$
(7) $
(4) $
(5)
Other expense, net increased $3 million during the year ended December 31, 2024 when compared to the
same period in 2023, primarily due to a loss on disposal of certain assets and aforementioned loss on extinguishment
of debt of $2 million, partially offset by net foreign exchange gains incurred as a result of foreign currency
movements. Refer to “Note 16: Other Income (Expense), Net” in the notes to our consolidated financial statements
in Item 8 of this Annual Report on Form 10-K for additional information.
(Provision) Benefit for Income Taxes
Year ended December 31,
2024
2023
2022
(in millions)
(Provision) benefit for income taxes
$
(82)
$
(115)
$
(47)
Effective tax rate
94.3%
92.0%
70.1%
Our effective tax rate differed from the U.S. federal statutory rate of 21% during the year ended December 31,
2024, primarily related to an IRS audit settlement reached during the first quarter of 2024.
We recorded a total income tax provision of $82 million for the year ended December 31, 2024. The change in
our income taxes and our effective tax rate during the year ended December 31, 2024, when compared to the same
period in 2023, was primarily the result of an IRS audit settlement, which we recorded an income tax expense of $42
million, inclusive of interest, primarily during the first quarter of 2024, related to this settlement on our consolidated
statement of operations. In addition, we reviewed the impact of the acceptance of this settlement position against our
existing transfer pricing income tax reserves for the subsequent open tax years during the first quarter of 2024,
which resulted in an income tax benefit, inclusive of estimated interest, of $4 million. During the year ended
December 31, 2023, we recorded a net income tax expense of $55 million related to another IRS audit settlement
and related adjustment to existing transfer pricing income tax reserves for subsequent tax years. Refer to “Note 10:
Income Taxes” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K
for further information.
Net income (loss)
Year ended December 31,
2024
2023
2022
(in millions)
Net income (loss)
$
5
$
10
$
20
Net income (loss) margin
0.3%
0.6%
1.3%
Net income decreased $5 million during the year ended December 31, 2024 when compared to the same
period in 2023. The decrease in net income was largely driven by a decrease in revenue and adjusted EBITDA in the
Brand Tripadvisor segment and partially offset by an increase in revenue and adjusted EBITDA in the Viator and
TheFork segments. In addition, an increase in stock-based compensation expense and an estimated accrual for the
potential settlement of a regulatory related matter of $10 million during the first quarter of 2024, contributed to the
decrease in net income during the year ended December 31, 2024. These cost increases were largely offset by
increased revenue, as described in more detail above under “Revenue and Segment Information”, and a decrease in
income tax expense of $33 million, as described in more detail above under “(Provision) Benefit for Income Taxes”.

51
All drivers discussed above are described in more detail above under “Revenue and Segment Information” and
“Consolidated Expenses.”
Adjusted EBITDA
To provide investors with additional information regarding our financial results, we also disclose consolidated
Adjusted EBITDA, which is a non-GAAP financial measure. A “non-GAAP financial measure” refers to a
numerical measure of a company’s historical or future financial performance, financial position, or cash flows that
excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure
calculated and presented in accordance with GAAP in such company’s financial statements.
Adjusted EBITDA is also our reported measure of segment profit and a key measure used by our CODM,
management and Board of Directors to understand and evaluate the operating performance of our business as a
whole and our individual operating segments, and on which internal budgets and forecasts are based and approved.
In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for
period-to-period comparisons and better enables management and investors to compare financial results between
periods as these costs may vary independent of ongoing core business performance. Accordingly, we believe that
Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our
operating results in the same manner as our CODM, management and Board of Directors. We define Adjusted
EBITDA as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other expense (income), net; (3)
depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible assets
impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and
the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related
reorganization costs; (8) transaction related expenses; and (9) non-recurring expenses and income unusual in nature
or infrequently occurring.
Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation
or as a substitute for analysis of our results reported in accordance with GAAP. Because of these limitations, you
should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and
our other GAAP results.
Some of these limitations are:
•
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures
or contractual commitments;
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•
Adjusted EBITDA does not reflect the interest expense, or cash requirements necessary to service
interest or principal payments on our debt;
•
Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation;
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized
may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure
requirements for such replacements or for new capital expenditure requirements;
•
Adjusted EBITDA does not reflect certain income and expenses not directly tied to the ongoing core
operations of our business, such as legal reserves, settlements and other, restructuring and other related
reorganization costs, and transaction related expenses;
•
Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;
•
Adjusted EBITDA is unaudited and does not conform to SEC Regulation S-X, and as a result such
information may be presented differently in our future filings with the SEC; and
•
other companies, including companies in our own industry, may calculate Adjusted EBITDA differently
than we do, limiting its usefulness as a comparative measure.

52
The following table presents a reconciliation of Adjusted EBITDA to Net Income (Loss), the most directly
comparable financial measure calculated and presented in accordance with GAAP, for the periods presented:
Year ended December 31,
2024
2023
2022
(in millions)
Net income (loss)
$
5
$
10
$
20
Add: Provision (benefit) for income taxes
82
115
47
Add: Other expense (income), net
5
1
34
Add: Restructuring and other related
reorganization costs
21
22
—
Add: Legal reserves, settlements and other (1)
18
—
1
Add: Transaction related expenses (2)
3
3
—
Add: Other non-recurring expenses (income)
(3)
—
—
8
Add: Stock-based compensation
120
96
88
Add: Depreciation and amortization
85
87
97
Adjusted EBITDA
$
339
$
334
$
295
(1)
This amount primarily includes an estimated accrual for the potential settlement of a regulatory related matter of $10 million,
expensed during 2024. Refer to "Note 11: Commitments and Contingencies" for further information. This cost is reflected in
general and administrative expenses on our consolidated statement of operations. In addition, this amount includes a one-time
charge of $3 million during the year ended December 31, 2024, resulting from enacted tax legislation in Canada during June 2024
related to digital service taxes, which requires retrospective application back to January 1, 2022. This amount represents the one-
time retrospective liability for the periods prior to April 1, 2024, while all prospective periods are and will be included within
adjusted EBITDA, respectively. This cost is reflected in cost of sales on our consolidated statement of operations.
(2)
The Company expensed certain transaction related costs of $3 million during both the years ended December 31, 2024 and 2023, to
general and administrative expenses on our consolidated statements of operations.
(3)
The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud. This
loss was recorded to general and administrative expenses on the consolidated statement of operations during 2022. The Company
considers such costs to be non-recurring in nature.
Liquidity and Capital Resources
Our principal source of liquidity is cash flow generated from operations and our existing cash and cash
equivalents balance. Our liquidity needs can also be met through drawdowns under the Credit Facility. As of both
December 31, 2024 and 2023, we had approximately $1.1 billion of cash and cash equivalents, and $497 million of
available borrowing capacity under our Credit Facility as of December 31, 2024. As of December 31, 2024,
approximately $227 million of our cash and cash equivalents were held by our international subsidiaries outside of
the U.S., of which approximately 44% was held in the U.K. As of December 31, 2024, the significant majority of
our cash was denominated in U.S. dollars.
As of December 31, 2024, we had $582 million of cumulative undistributed earnings in foreign subsidiaries
which were no longer considered to be indefinitely reinvested. As of December 31, 2024, we maintained a deferred
income tax liability on our consolidated balance sheet, which was not material, for the U.S. federal and state income
tax and foreign withholding tax liabilities on the cumulative undistributed foreign earnings that we no longer
consider indefinitely reinvested. Refer to “Note 10: Income Taxes” in the notes to our consolidated financial
statements in Item 8 of this Annual Report on Form 10-K for further information.
As of December 31, 2024, we are party to a credit agreement (“Amended Credit Agreement”), which, among
other things, provides for a $500 million revolving credit facility (“Credit Facility”) with a maturity date of June 29,
2028 (unless, on any date that is 91 days prior to the final scheduled maturity date in respect of any indebtedness
outstanding under certain “specified debt,” the aggregate outstanding principal amount of such specified debt is
$200 million or more, then the maturity date will be such business day). As of December 31, 2024 and 2023, we had
no outstanding borrowings under the Credit Facility. The Company may borrow from the Credit Facility in U.S.
dollars, Euros and Sterling. For information regarding interest rates on potential borrowings under the Credit Facility
refer to “Note 8: Debt” in the notes to our consolidated financial statements in Item 8 of this Annual Report on Form
10-K. We are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the

53
daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of
credit. As of December 31, 2024, our unused revolver capacity was subject to a commitment fee of 0.25%, given the
Company’s total net leverage ratio. The Credit Facility, among other things, requires us to maintain a maximum
total net leverage ratio and contains certain customary affirmative and negative covenants and events of default,
including for a change of control. As of December 31, 2024 and 2023, we were in compliance with our covenant
requirements in effect under the Credit Facility. While there can be no assurance that we will be able to meet the
total net leverage ratio covenant in the future, based on our current projections, we do not believe there is a material
risk that we will not remain in compliance throughout the next twelve months.
As of December 31, 2024, the Company had an aggregate outstanding principal amount of $5 million and
$831 million in short-term and long-term debt, respectively, on our consolidated balance sheet pertaining to the
2026 Senior Notes and Term Loan B Facility, both of which are discussed below.
In March 2021, the Company completed the sale of $345 million of the 2026 Senior Notes. The 2026 Senior
Notes provide, among other things, that interest at a rate of 0.25% per annum, is payable on April 1 and October 1 of
each year, until their maturity on April 1, 2026. The 2026 Senior Notes are senior unsecured obligations of the
Company, although unconditionally guaranteed on a joint and several basis, by certain of the Company’s domestic
subsidiaries.
On July 8, 2024, under the Amended Credit Agreement, the Company issued a $500 million Term Loan B
Facility maturing July 8, 2031, with an interest rate based on secured overnight financing rate (“SOFR”) plus 2.75%,
payable monthly. On July 15, 2024, the Company used these funds to fully redeem its outstanding $500 million,
2025 Senior Notes. The Term Loan B Facility was offered at 99.75% of par and is required to be paid down at
1.00% of the aggregate principal amount per year, repayable in quarterly installments on the last day of each
calendar quarter, commencing December 31, 2024, equal to 0.25% of the original principal amount with the balance
due on the maturity date. Principal payments of $1 million were made during the year ended December 31, 2024.
The 2026 Senior Notes are not registered securities and there are currently no plans to register these notes as
securities in the future. We may from time to time repurchase the 2026 Senior Notes and Term Loan B Facility
through tender offers, open market purchases, privately negotiated transactions or otherwise. Such repurchases, if
any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors.
For further information on the Amended Credit Agreement, the Credit Facility, the Term Loan B Facility, 2025
Senior Notes and 2026 Senior Notes, refer to “Note 8: Debt” in the notes to our consolidated financial statements in
Item 8 of this Annual Report on Form 10-K.
Significant uses of capital and other liquidity matters
On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in
shares of our common stock under our existing share repurchase program, which increased the amount available to
the Company under this share repurchase program to $250 million. During the three months ended June 30, 2023,
we repurchased 4,724,729 shares of our outstanding common stock at an average price of $15.85 per share,
exclusive of fees, commissions, and excise taxes, or $75 million in the aggregate, which completed this share
repurchase program.
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. This share repurchase program, which has a term of two
years, does not obligate the Company to acquire any particular number of shares and may be modified, suspended or
discontinued at any time. During the year ended December 31, 2023, we repurchased 1,324,524 shares of our
outstanding common stock at an average price of $18.85 per share, exclusive of fees, commissions, and excise taxes,
or $25 million, under our share repurchase program. During the year ended December 31, 2024, the Company
repurchased 1,366,385 shares of its common stock at an average price of $18.28 per share, exclusive of fees,
commissions, and excise taxes, or $25 million in the aggregate. As of December 31, 2024, there was $200 million
remaining available to repurchase shares of its common stock under this share repurchase program.
Our business typically experiences seasonal fluctuations that affect the timing of our annual cash flows during
the year related to working capital. As a result of our experience bookings, we generally receive cash from travelers

54
at the time of booking or prior to the occurrence of an experience, and we record these amounts, net of commissions,
on our consolidated balance sheet as deferred merchant payables. We pay the experience operator, or the supplier,
after the travelers’ use. Therefore, we generally receive cash from the traveler prior to paying the experience
operator and this operating cycle represents a source or use of cash to us. During the first half of the year,
experiences bookings typically exceed 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. 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 that could result in future seasonal patterns that are different from historical trends. In addition, new or
different payment options offered to our customers could impact the timing of cash flows, such as our “Reserve
Now, Pay Later” payment option, which allows travelers the option to reserve certain experiences and defer
payment until a date no later than two days before the experience date. Usage of this payment option may continue
to increase, though it is still not used in a majority of bookings to date, and affect the timing of our future cash flows
and working capital.
As discussed in “Note 10: Income Taxes” in the notes to our consolidated financial statements in Item 8 of this
Annual Report on Form 10-K, we received a final notice regarding a MAP resolution agreement for the 2014
through 2016 tax years in January 2024, which we subsequently accepted in February 2024. In connection with this
IRS audit settlement: (i) during the second quarter of 2024, we made a payment to the IRS of $141 million, inclusive
of estimated interest, (ii) during the second half of 2024, we made various state tax payments totaling $26 million,
inclusive of estimated interest, related to this audit settlement; and (iii) during the fourth quarter of 2024, we
received a competent authority refund of $42 million, inclusive of net interest income, from a foreign jurisdiction.
This audit settlement resulted in total net operating cash outflow during 2024 of $105 million, which includes
federal tax benefits from these payments of $20 million.
Additionally, as discussed in “Note 10: Income Taxes” in the notes to our consolidated financial statements in
Item 8 of this Annual Report on Form 10-K, we received a final notice regarding a MAP settlement for the 2009
through 2011 tax years in January 2023, which the Company subsequently accepted in February 2023. During the
three months ended June 30, 2023, we made a U.S. federal tax payment of $113 million, inclusive of interest, to
Expedia related to this IRS audit settlement, pursuant to the Tax Sharing Agreement with Expedia. During the three
months ended September 30, 2023, we received a competent authority refund of $49 million, inclusive of interest
income, related to this IRS audit settlement.
In addition, in January 2021, we received an issue closure notice from HM Revenue & Customs (“HMRC”) in
the U.K. relating to adjustments for the 2012 through 2016 tax years. These proposed adjustments are related to
certain transfer pricing arrangements with our foreign subsidiaries and would result in an increase to income tax
expense in an estimated range of $25 million to $35 million, exclusive of interest expense, at the close of the audit if
HMRC prevails. We are also currently subject to audit by HMRC in tax years 2017 through 2022. If HMRC were to
seek adjustments of a similar nature through a closure notice for transactions in these years, we could be subject to
significant additional tax liabilities. Although the ultimate timing for resolution of this matter is uncertain, any future
payments required would negatively impact our operating cash flows.
On December 18, 2024, as noted above, the Company and LTRIP entered into the Merger Agreement. This
transaction is expected to close in the second quarter of 2025. The expected aggregate transaction value to be paid
by the Company is approximately $435 million (which includes approximately $392 million of cash consideration
and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's common stock based on 10-day
VWAP of $13.98 at December 17, 2024). Refer to “Note 1: Organization and Business Description” in the notes to
our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information.
We believe that our available cash and cash equivalents will be sufficient to fund our foreseeable working
capital requirements, capital expenditures, existing business growth initiatives, debt and interest obligations, lease
commitments, obligations under the Merger Agreement, and other financial commitments through at least the next
twelve months. Our future capital requirements may also include capital needs for acquisitions and/or other
expenditures in support of our business strategy, which may potentially reduce our cash balance and/or require us to
borrow under the Credit Facility or to seek other financing alternatives.

55
Our cash flows from operating, investing and financing activities, as reflected in our consolidated statements
of cash flows, are summarized in the following table:
Year ended December 31,
2024
2023
2022
(in millions)
Net cash provided by (used in):
Operating activities
$
144
$
235
$
400
Investing activities
(73)
(63)
(52)
Financing activities
(63)
(127)
(27)
During the year ended December 31, 2024, our primary source of cash was from operations, while our
primary use of cash was from financing activities (including repurchases of our outstanding common stock at an
aggregate cost of $25 million under our existing share repurchase program, payment of withholding taxes on net
share settlements of our equity awards of $21 million, and financing costs related to the issuance of our Term Loan
B Facility of $7 million) and investing activities (including capital expenditures of $74 million incurred during the
year ended December 31, 2024). This use of cash was funded with cash and cash equivalents and operating cash
flows during the period.
Net cash provided by operating activities for the year ended December 31, 2024, decreased by $91 million
when compared to the same period in 2023, primarily due to a decrease in working capital of $121 million, and to a
lesser extent, a decrease in net income of $5 million, partially offset by an increase in non-cash items of $35 million,
primarily due to an increase in stock-based compensation expense. The decrease in working capital was partially
driven by an increase in income tax payments of $30 million, net of refunds, largely impacted by the IRS audit
settlements, discussed above, combined with a decrease of $33 million in our income tax provision during 2024,
when compared to the same period in 2023. Also contributing to the decrease in working capital was a decrease in
deferred merchant payables, reflecting the timing of when cash is received from travelers and then remitted to
experiences operators. In addition, changes in working capital related to accounts receivable and accounts payable
were primarily due to the timing of customer payments and vendor payments, respectively, which contributed to the
fluctuation in working capital.
Net cash used in investing activities for the year ended December 31, 2024 increased by $10 million when
compared to the same period in 2023, due to an increase in capital expenditures across the business.
Net cash used in financing activities for the year ended December 31, 2024 decreased by $64 million when
compared to the same period in 2023, primarily due to a decrease in net cash used to purchase shares of our common
stock under share repurchase programs of $75 million, partially offset by financing costs related to the issuance of
our Term Loan B Facility of $7 million during 2024.

56
The following table summarizes our current and long-term material cash requirements, both accrued and off-
balance sheet, as of December 31, 2024:
By Period
Total
Less than
1 year
1 to 3 years
3 to 5 years
More than
5 years
(in millions)
Term Loan B Facility (1)
$
499
$
5
$
10
$
10
$
474
Expected interest payments on Term Loan B
Facility (2)
219
35
68
67
49
2026 Senior Notes (3)
345
—
345
—
—
Expected interest payments on 2026 Senior
Notes (4)
1
1
—
—
—
Finance lease obligations (5)
57
10
20
18
9
Operating lease obligations (6)
20
7
6
3
4
Expected commitment fee payments on Credit
Facility (7)
4
1
2
1
—
Purchase obligations and other (8)
106
35
54
17
—
Total (9)(10)(11)
$
1,251
$
94
$
505
$
116
$
536
(1)
Represents outstanding principal on our Term Loan B Facility due July 2031 and assumes that existing debt is repaid at maturity.
(2)
Expected interest payments on our Term Loan B Facility are based on the effective interest rate as of December 31, 2024,
however, this effective interest rate is variable and could change significantly in the future. Amount assumes that our existing debt
is repaid at maturity.
(3)
Represents outstanding principal on our 2026 Senior Notes due April 2026 and assumes that existing debt is repaid at maturity.
(4)
Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25% as of December 31, 2024, and
assumes that existing debt is repaid at maturity.
(5)
Estimated future lease payments for our corporate headquarters in Needham, Massachusetts. These amounts exclude expected
rental income under non-cancelable subleases.
(6)
Estimated future lease payments for our operating leases, primarily for office space, with non-cancelable lease terms. These
amounts exclude expected rental income under non-cancelable subleases.
(7)
Expected commitment fee payments are based on the daily unused portion of the Credit Facility, issued letters of credit, and the
effective commitment fee rate as of December 31, 2024; however, these variables could change significantly in the future.
(8)
Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts,
with various expiration dates through June 2029. These contracts have non-cancelable terms or are cancelable only upon payment
of significant penalty. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or
services or changes to agreed-upon amounts for some obligations.
(9)
Excluded from the table is $78 million of unrecognized tax benefits, including interest, which is included in other long-term
liabilities on our consolidated balance sheet as of December 31, 2024, for which we cannot make a reasonably reliable estimate of
the amount and period of payment.
(10)
Excluded from the table is $3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases
as of December 31, 2024.
(11)
Excluded from the table is the TRIP Loan Facility of approximately $330 million, related to the Merger with LTRIP anticipated to
be completed during the second quarter of 2025. Refer to “Note 1: Organization and Business Description” in the notes to our
consolidated financial statements in Item 8 of this Annual Report on Form 10-K for additional information on the Merger.
As of December 31, 2024, other than the items discussed above, we did not have any off-balance sheet
arrangements, that have, or are reasonably likely to have, a current or future effect on our financial condition, results
of operations, liquidity, capital expenditures or capital resources.
Office Lease Commitments
As of December 31, 2024, we leased 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. We account for this lease as a finance lease as of
December 31, 2024.
In addition to our corporate headquarters lease, we have contractual obligations in the form of operating leases
for office space, in which we lease an aggregate of approximately 165,000 square feet, at nearly 25 other locations
across North America, Europe and Asia Pacific, in cities such as New York, London, Singapore, Barcelona and

57
Paris, primarily used for sales offices, subsidiary headquarters, and international management teams, pursuant to
leases with various expiration dates, with the latest expiring in March 2034.
Contingencies
In the ordinary course of business, we are party to legal, regulatory and administrative matters, including
threats thereof, arising out of or in connection with our operations. These matters may involve claims involving
patent and other intellectual property rights (including privacy, alleged infringement of third-party intellectual
property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes),
regulatory compliance (including competition, consumer matters and data privacy), contractual disputes (including
breach of a covenant or disagreements as to interpretation), defamation and reputational claims. Periodically, we
review the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is
probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be
reasonably estimated and is material, we record the estimated loss in our consolidated statements of operations. We
provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both
of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to
the consolidated financial statements. We base accruals on the best information available at the time which can be
highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final
disposition of any of these matters will have a material adverse effect on our business, except for certain known
income tax matters discussed below. However, the final outcome of these matters could vary significantly from our
estimates. Finally, there may be claims or actions pending or threatened against us of which we are currently not
aware and the ultimate disposition of which could have a material adverse effect on us.
We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income
tax and non-income tax matters. We have reserved for potential adjustments to our provision for income taxes that
may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our
tax estimates are reasonable, the final determination of audits could be materially different from our historical
income tax provisions and accruals. The results of an audit could have a material effect on our financial position,
results of operations, or cash flows in the period for which that determination is made.
Refer to “Note 10: Income Taxes” and “Note 11: Commitments and Contingencies” in the notes to our
consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information on other
potential contingencies, including ongoing audits by the IRS and various other domestic and foreign tax authorities,
and other tax and legal matters.
Over recent years, the Organization for Economic Cooperation and Development (OECD) through its
“Inclusive Framework” has been working on a “two-pillar” global tax consensus project that, if implemented, would
result in certain changes to the current global tax regulatory framework. The OECD’s “Pillar One” initiative
proposes to reallocate certain profits from the largest and most profitable multinational businesses to countries
where the customers of those businesses are located, and the “Pillar Two” initiative proposes a global minimum
income tax rate on corporations of 15%. In response to these proposals, certain jurisdictions have enacted legislation
to implement a global minimum income tax of 15%, which currently has no impact on our financial results, as well
as legislation to impose new forms of gross receipts taxes, such as digital services taxes imposed on digital
advertising and online marketplace platforms/services.
If consensus is reached on Pillar One, unilateral digital services taxes should be repealed, however until such
time we continue to be subject to these taxes. We are currently subject to unilateral digital services taxes, and during
the years ended December 31, 2024, 2023 and 2022, we recorded $18 million, $18 million and $9 million,
respectively, of digital service taxes to cost of sales on our consolidated statements of operations. While the future of
the global tax regulatory landscape remains uncertain, we continue to monitor the OECD’s and members ongoing
discussions to determine the current and potential impact on our consolidated financial statements.
Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and
profits in 2017, as a result of the 2017 Tax Act, the majority of previously unremitted earnings have been subjected
to U.S. federal income tax. To the extent future distributions from these subsidiaries will be taxable, a deferred

58
income tax liability has been accrued on our consolidated balance sheet, which was not material as of December 31,
2024. As of December 31, 2024, $582 million of our cumulative undistributed foreign earnings were no longer
considered to be indefinitely reinvested.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Management
Market risk refers to the risk of loss arising from adverse changes in stock prices, interest rates and foreign
currency exchange rates. We are exposed to market risks primarily due to our international operations, our ongoing
investment and financial activities, as well as changes in economic conditions in all significant markets in which we
operate. The risk of loss can be assessed from the perspective of adverse changes in our future earnings, cash flows,
fair values of our assets, and financial condition. Our exposure to market risk, at any point in time, may include risks
related to any borrowings under the Credit Facility, or outstanding debt related to the 2026 Senior Notes and Term
Loan B Facility, derivative instruments, capped calls, cash and cash equivalents, short-term and long-term
marketable securities, if any, accounts receivable, intercompany receivables/payables, accounts payable, deferred
merchant payables and other balances and transactions denominated in foreign currencies. We have established
policies, procedures and internal processes governing our management of market risks and the use of financial
instruments to manage and attempt to mitigate our exposure to such risks.
Interest Rates
Our primary exposure to changes in interest rates relates primarily to our cash, cash equivalents, investment
portfolio at any point in time, 2026 Senior Notes and Term Loan B Facility, and borrowings, if any, under our
existing Credit Facility.
Changes in interest rates affect the amount of interest earned on our cash, cash equivalents, and marketable
securities, if any, and the fair value of those securities. Our interest income and expense are most sensitive to
fluctuations in U.S. interest rates. We generally invest our excess cash in available on demand bank deposits and
term deposits at major global financial institutions, money market funds, and marketable securities. Our investment
policy and strategy is focused on capital preservation and supporting our liquidity requirements. We invest in
highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer. Our
investment policy requires our investments to be investment grade, with the primary objective of minimizing the
potential risk of principal loss.
As of December 31, 2024 and 2023, respectively, we had no outstanding marketable securities in our
investment portfolio, and no outstanding borrowings under our Credit Facility. In March 2021, we issued 2026
Senior Notes with a principal balance of $345 million at a fixed rate of 0.25% and in July 2024, we entered into the
Term Loan B Facility with a principal balance of $500 million at a variable rate equal to SOFR plus 2.75%. Based
on our Term Loan B Facility current outstanding balance as of December 31, 2024, a 25 basis-point change in our
interest rates on our Term Loan B Facility would result in an increase or decrease to interest expense of
approximately $1 million per annum. As of December 31, 2024, we estimated the fair value of our 2026 Senior
Notes and Term Loan B Facility were approximately $323 million and $504 million, respectively, based on recently
reported market transactions and prices for identical or similar financial instruments obtained from a third-party
pricing source. Since our 2026 Senior Notes bear interest at a fixed rate, we are more sensitive to the capital market
conditions of our shares than changes in interest rates. The fair value of the 2026 Senior Notes and Term Loan B
Facility will likely change based on the capital market conditions.
Refer to “Note 3: Financial Instruments and Fair Value Measurements” and “Note 8: Debt” in the notes to
our consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information on our
cash and cash equivalents, investments and other financial instruments, 2026 Senior Notes, Term Loan B Facility
and our Credit Facility.
We currently do not hedge our interest rate risk; however, we are continually evaluating the interest rate
market, and if we become increasingly exposed to potentially volatile movements in interest rates, and if these

59
movements are material, this could cause us to adjust our financing strategy. We did not experience material
changes in interest rate exposures or any material financial impact from adverse changes in interest rates for the
years ended December 31, 2024, 2023 or 2022.
Foreign Currency Exchange Rates
We conduct business in certain international markets, largely in the Europe, including the U.K., and also in
countries such as Singapore and Australia. Because we operate in international markets, we have exposure to
different economic climates, political arenas, tax systems and regulations that could affect foreign currency
exchange rates.
Some of our subsidiaries maintain their accounting records in their respective local currencies other than the
U.S. dollar. Consequently, changes in foreign currency exchange rates may impact the translation of those
subsidiary’s financial statements into U.S. dollars. As a result, we face exposure to adverse movements in foreign
currency exchange rates as the financial results of our non-U.S. dollar operations are translated from local currency,
or functional currency, into U.S. dollars upon consolidation. If the U.S. dollar weakens against the functional
currency, the translation of these foreign currency denominated balances will result in increased net assets, revenue,
operating expenses, operating income and net income upon consolidation. Similarly, our net assets, revenue,
operating expenses, operating income and net income will decrease upon consolidation if the U.S. dollar strengthens
against the functional currency. The effect of foreign currency exchange on our business historically has varied from
quarter to quarter and may continue to do so, potentially materially. In order to provide a meaningful assessment of
the foreign currency exchange rate risk associated with our consolidated financial statements, we performed a
sensitivity analysis. A hypothetical 10% decrease of the foreign currency exchange rates in our significant
international markets relative to the U.S. dollar, or strengthening of the U.S. dollar, would generate an estimated
unrealized loss of approximately $35 million related to a decrease in our net assets as of December 31, 2024, which
would initially be recorded to accumulated other comprehensive income (loss) on our consolidated balance sheet.
In addition, foreign currency exchange rate fluctuations on transactions denominated in currencies other than
the functional currency result in transactional gains and losses. We recognize these transactional gains and losses
(primarily Euro and British pound currency transactions) in our consolidated statement of operations and have
recorded net foreign currency exchange losses of $3 million, $5 million and $9 million for the years ended
December 31, 2024, 2023 and 2022, respectively, in “other income (expense), net” on our consolidated statements
of operations. Future transactional gains and losses are inherently difficult to predict as they are reliant on how the
multiple currencies in which we transact fluctuate in relation to the U.S. dollar and other functional currencies, and
the relative composition and denomination of monetary assets and liabilities each period.
We manage our exposure to foreign currency risk through internally established policies and procedures. To
the extent practicable, we minimize our foreign currency exposures by maintaining natural hedges between our
current assets and current liabilities in similarly denominated foreign currencies, as well as, using derivative
financial instruments. We use foreign currency forward exchange contracts (“forward contracts”) to manage certain
short-term foreign currency risk to attempt to reduce the effects of fluctuating foreign currency exchange rates on
our cash flows denominated in foreign currencies. We do not use financial instruments for trading purposes and are
not a party to any leveraged derivatives. Our objective is to hedge only those foreign currency exposures that can be
confidently identified and quantified and that may result in significant impacts to our cash or the consolidated
statement of operations. Our policy does not allow speculation in derivative instruments for profit or execution of
derivative instrument contracts for which there are no underlying exposures.
The forward contracts which we have entered into to date, have principally addressed foreign currency
exchange fluctuation risk between the Euro and the U.S. dollar. We account for these forward contacts, which have
not been designated as hedges under GAAP to date, as either assets or liabilities and carry them at fair value. We
had outstanding forward contracts as of December 31, 2024 and 2023, with a total notional value of $11 million and
$9 million, respectively. These forward contracts were not designated as hedges and had maturities of less than 90
days. We recognize gains and losses from forward contracts in other income (expense), net on our consolidated
statement of operations upon settlement or a change in fair value, which was not material for the year ended
December 31, 2023. We recorded a net gain of $1 million and $4 million for the years ended December 31, 2024
and 2022, respectively, related to our forward contracts. Refer to “Note 3: Financial Instruments and Fair Value

60
Measurements” in the notes to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K
for further detail on our derivative instruments.
Our exposure to potentially volatile movements in foreign currency exchange rates will increase as we
increase our operations in international markets. The economic impact of foreign currency exchange rate movement
is linked to variability in the macroeconomic environment such as inflation and interest rates, governmental actions,
and geopolitical events such as regional conflicts. We regularly monitor the macroeconomic environment, which has
seen some volatility as a result of geopolitical tensions resulting from Russia’s invasion of Ukraine, the conflict in
the Middle East, as well as increased cyberattacks, other military conflicts and sanctions. Developments in the
macroeconomic environment could cause us to adjust our foreign currency risk strategies. Continued uncertainty
regarding our international operations, including U.K. and E.U. relations, may result in future currency exchange
rate volatility which may impact our business and results of operations.

61
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firm (KPMG LLP, Boston, Massachusetts, Auditor
Firm ID: 185) ........................................................................................................................................................
62
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 .......................
65
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and
2022 .......................................................................................................................................................................
66
Consolidated Balance Sheets as of December 31, 2024 and 2023 ........................................................................
67
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023
and 2022.................................................................................................................................................................
68
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022......................
69
Notes to Consolidated Financial Statements .........................................................................................................
70

62
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Tripadvisor, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Tripadvisor, Inc. and subsidiaries (the Company)
as of December 31, 2024 and 2023, 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,
2024, and the related notes (collectively, the consolidated financial statements). We also have audited the
Company’s internal control over financial reporting as of December 31, 2024, 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 consolidated financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, 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 consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting
was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. 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
audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.

63
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Sufficiency of audit evidence over revenue
As discussed in Notes 2 and 18 to the consolidated financial statements, and disclosed in the consolidated
statements of operations, the Company had $1,835 million in revenue, net of intersegment revenue of $135
million, for the year ended December 31, 2024, of which $949 million was Brand Tripadvisor related, $840
million was Viator related and $181 million was TheFork related. Each of these categories of revenue has
multiple revenue streams and the Company's processes and information technology (IT) systems differ
between each revenue stream.
We identified the evaluation of sufficiency of audit evidence over Brand Tripadvisor and Viator revenue as
a critical audit matter. Subjective auditor judgment was required due to the number of revenue streams and
the related IT applications utilized throughout the revenue recognition processes. Subjective auditor
judgment was required to evaluate that relevant revenue data was captured and aggregated throughout these
various IT applications. This matter also included determining the revenue streams over which procedures
would be performed and evaluating the nature and extent of evidence obtained over each revenue stream,
both of which included the involvement of IT professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We applied
auditor judgment to determine the nature and extent of procedures to be performed over Brand Tripadvisor
and Viator revenue. We evaluated the design and tested the operating effectiveness of certain internal
controls related to the Company’s revenue recognition process for Brand Tripadvisor and Viator revenue.
This included controls related to accurate recording of amounts. For certain revenue streams, we assessed
the recorded revenue by selecting a sample of transactions and compared the amounts recognized for
consistency with underlying documentation, including evidence of contracts with customers.

64
We involved IT professionals with specialized skills and knowledge, who assisted in:
•
testing certain IT applications used by the Company in its revenue recognition processes.
•
testing the transfer of relevant revenue data between certain systems used in the revenue recognition
processes.
We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed,
including the appropriateness of the nature and extent of such evidence.
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
Boston, Massachusetts
February 20, 2025

65
TRIPADVISOR, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
Year ended December 31,
2024
2023
2022
Revenue (Note 2, Note 18)
$
1,835
$
1,788
$
1,492
Costs and expenses:
Cost of sales (exclusive of depreciation and amortization as
shown separately below)
131
119
78
Marketing
729
705
576
Personnel (including stock-based compensation of $120, $96,
and $88 - Note 13)
595
570
503
Technology
91
80
63
General and administrative
91
79
74
Depreciation and amortization
85
87
97
Restructuring and other related reorganization costs (Note 7)
21
22
—
Total costs and expenses
1,743
1,662
1,391
Operating income (loss)
92
126
101
Other income (expense):
Interest expense
(46)
(44)
(44)
Interest income
48
47
15
Other income (expense), net (Note 16)
(7)
(4)
(5)
Total other income (expense), net
(5)
(1)
(34)
Income (loss) before income taxes
87
125
67
(Provision) benefit for income taxes (Note 10)
(82)
(115)
(47)
Net income (loss)
$
5
$
10
$
20
Earnings (loss) per share attributable to common stockholders
(Note 15):
Basic
$
0.04
$
0.07
$
0.14
Diluted
$
0.04
$
0.08
$
0.14
Numerator used to compute earnings (loss) per share attributable to
common stockholders (Note 15):
Basic
$
5
$
10
$
20
Diluted
$
6
$
11
$
21
Weighted average common shares outstanding (Note 15):
Basic
139
139
140
Diluted
145
145
146
The accompanying notes are an integral part of these consolidated financial statements.

66
TRIPADVISOR, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Year ended December 31,
2024
2023
2022
Net income (loss)
$
5
$
10
$
20
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax (1)
(23)
11
(27)
Reclassification adjustments included in net income (loss), net
of tax (1)
3
—
1
Total other comprehensive income (loss), net of tax
(20)
11
(26)
Comprehensive income (loss)
$
(15) $
21
$
(6)
(1)
Deferred income tax liabilities related to these amounts are not material.
The accompanying notes are an integral part of these consolidated financial statements.

67
TRIPADVISOR, INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except number of shares and per share amounts)
December 31,
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents (Note 3)
$
1,064
$
1,067
Accounts receivable, net (allowance for expected credit losses of $25 and $21,
respectively) (Note 2, Note 3)
207
192
Prepaid expenses and other current assets
49
38
Total current assets
1,320
1,297
Property and equipment, net (Note 4, Note 5)
200
191
Operating lease right-of-use assets (Note 5)
17
15
Intangible assets, net (Note 6)
36
43
Goodwill (Note 6)
814
829
Non-marketable investments (Note 3)
30
32
Deferred income taxes, net (Note 10)
101
86
Other long-term assets, net of allowance for credit losses of $10 and $10,
respectively (Note 3)
43
44
TOTAL ASSETS
$
2,561
$
2,537
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
49
$
28
Deferred merchant payables (Note 2)
255
237
Deferred revenue (Note 2)
47
49
Current portion of debt (Note 8)
5
—
Income taxes payable (Note 10)
23
6
Accrued expenses and other current liabilities (Note 7)
249
252
Total current liabilities
628
572
Long-term debt (Note 8)
831
839
Finance lease obligation, net of current portion (Note 5)
43
51
Operating lease liabilities, net of current portion (Note 5)
11
6
Deferred income taxes, net (Note 10)
1
1
Other long-term liabilities (Note 9)
104
197
Total Liabilities
1,618
1,666
Commitments and contingencies (Note 11)
Stockholders’ equity: (Note 14)
Preferred stock, $0.001 par value
—
—
Authorized shares: 100,000,000
Shares issued and outstanding: 0 and 0, respectively
Common stock, $0.001 par value
—
—
Authorized shares: 1,600,000,000
Shares issued: 153,655,038 and 149,775,361, respectively
Shares outstanding: 127,394,786 and 124,881,494, respectively
Class B common stock, $0.001 par value
—
—
Authorized shares: 400,000,000
Shares issued and outstanding: 12,799,999 and 12,799,999, respectively
Additional paid-in capital
1,605
1,493
Retained earnings
276
271
Accumulated other comprehensive income (loss)
(91 )
(71 )
Treasury stock-common stock, at cost, 26,260,252 and 24,893,867 shares,
respectively
(847 )
(822 )
Total Stockholders’ Equity
943
871
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
2,561
$
2,537
The accompanying notes are an integral part of these consolidated financial statements.

68
TRIPADVISOR, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions, except number of shares)
Accumulated
Class B
Additional
other
Common stock
common stock
paid-in
Retained
comprehensive
Treasury stock
Shares
Amount
Shares
Amount
capital
earnings
income (loss)
Shares
Amount
Total
Balance as of December 31, 2021
144,656,649
$
—
12,799,999
$
—
$
1,326
$
241
$
(56 )
(18,844,614 )
$
(722 )
$
789
Net income (loss)
20
20
Other comprehensive income (loss), net of tax
(26 )
(26 )
Issuance of common stock related to exercise of
options and vesting of RSUs
2,234,889
—
—
—
Withholding taxes on net share settlements of
equity awards
(20 )
(20 )
Stock-based compensation (Note 13)
98
98
Balance as of December 31, 2022
146,891,538
$
—
12,799,999
$
—
$
1,404
$
261
$
(82 )
(18,844,614 )
$
(722 )
$
861
Net income (loss)
10
10
Other comprehensive income (loss), net of tax
11
11
Issuance of common stock related to vesting of
RSUs
2,883,823
—
—
—
Repurchase of common stock (Note 14)
(6,049,253 )
(100 )
(100 )
Withholding taxes on net share settlements of
equity awards
(17 )
(17 )
Stock-based compensation (Note 13)
106
106
Balance as of December 31, 2023
149,775,361
$
—
12,799,999
$
—
$
1,493
$
271
$
(71 )
(24,893,867 )
$
(822 )
$
871
Net income (loss)
5
5
Other comprehensive income (loss), net of tax
(20 )
(20 )
Issuance of common stock related to exercise of
options and vesting of RSUs
3,879,677
—
—
Repurchase of common stock (Note 14)
(1,366,385 )
(25 )
(25 )
Withholding taxes on net share settlements of
equity awards
(21 )
(21 )
Stock-based compensation (Note 13)
133
133
Balance as of December 31, 2024
153,655,038
$
—
12,799,999
$
—
$
1,605
$
276
$
(91 )
(26,260,252 )
$
(847 )
$
943
The accompanying notes are an integral part of these consolidated financial statements.

69
TRIPADVISOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Year ended December 31,
2024
2023
2022
Operating activities:
Net income (loss)
$
5
$
10
$
20
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:
Depreciation and amortization
85
87
97
Stock-based compensation expense (Note 13)
120
96
88
Deferred income tax expense (benefit) (Note 10)
(14 )
(25 )
(19 )
Provision for expected credit losses (Note 2)
8
6
6
Other, net
9
9
7
Changes in operating assets and liabilities, net:
Accounts receivable, prepaid expenses and other assets
(24 )
6
(87 )
Accounts payable, accrued expenses and other liabilities
13
11
72
Deferred merchant payables
19
32
99
Income tax receivables/payables, net
(75 )
(1 )
107
Deferred revenue
(2 )
4
10
Net cash provided by (used in) operating activities
144
235
400
Investing activities:
Capital expenditures, including capitalized website development
(74 )
(63 )
(56 )
Other investing activities, net
1
—
4
Net cash provided by (used in) investing activities
(73 )
(63 )
(52 )
Financing activities:
Repurchase of common stock (Note 14)
(25 )
(100 )
—
Proceeds from the issuance of Term Loan B Facility, net of financing costs (Note 8)
493
—
—
Principal payments on Term Loan B Facility (Note 8)
(1 )
—
—
Payment of 2025 Senior Notes (Note 8)
(500 )
—
—
Payment of financing costs related to Credit Facility (Note 8)
(1 )
(3 )
—
Payment of withholding taxes on net share settlements of equity awards
(21 )
(17 )
(20 )
Payments of finance lease obligation and other financing activities, net (Note 5)
(8 )
(7 )
(7 )
Net cash provided by (used in) financing activities
(63 )
(127 )
(27 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(11 )
1
(23 )
Net increase (decrease) in cash, cash equivalents and restricted cash
(3 )
46
298
Cash, cash equivalents and restricted cash at beginning of period
1,067
1,021
723
Cash, cash equivalents and restricted cash at end of period
$
1,064
$
1,067
$
1,021
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for income taxes, net of refunds
$
170
$
140
$
(40 )
Cash paid during the period for interest
$
58
$
39
$
40
Supplemental disclosure of non-cash investing and financing activities:
Stock-based compensation capitalized website development costs (Note 13)
$
13
$
10
$
10
The accompanying notes are an integral part of these consolidated financial statements.

70
TRIPADVISOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION
We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor,” “Tripadvisor group,” “the
Company,” “us,” “we” and “our” in these notes to the consolidated financial statements.
On December 20, 2011, Expedia Group, Inc. (“Expedia”) completed a spin-off of Tripadvisor into a separate
publicly traded Delaware corporation. We refer to this transaction as the “Spin-Off.” Tripadvisor’s common stock
began trading on The Nasdaq Stock Market as an independent public company on December 21, 2011, 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. As a result, Liberty beneficially owned approximately
18.2 million shares of our common stock and 12.8 million shares of our Class B common stock.
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. 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. We refer to this transaction as the “Liberty Spin-Off.” 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.
As a result of these transactions, and as of December 31, 2024, LTRIP beneficially owned approximately 14.0
million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute
approximately 11% of the outstanding shares of common stock and 100% of the outstanding shares of Class B
common stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock,
LTRIP would beneficially own approximately 19% of the outstanding common stock. 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 56% of our
voting power.
On December 18, 2024, the Company, LTRIP and Telluride Merger Sub Corp., a Delaware corporation
(“Merger Sub”) and an indirect wholly-owned subsidiary of the Company, entered into an Agreement and Plan of
Merger (the “Merger Agreement”), pursuant to which, and subject to the terms and conditions, (i) Merger Sub will
be merged with and into LTRIP (the “Merger”), with LTRIP surviving the Merger as the surviving corporation and
an indirect, wholly-owned subsidiary of the Company, and (ii) immediately following the Merger, LTRIP (as the
surviving corporation in the Merger) will be merged with and into TellurideSub LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of the Company (“ParentSub LLC”) (such merger, the “ParentSub
LLC Merger”), with ParentSub LLC surviving the ParentSub LLC Merger as the surviving company and a wholly-
owned subsidiary of the Company.
In connection with the Merger, (i) the shares of LTRIP Series A Common Stock and Series B Common Stock
issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to
receive $0.2567 per share in cash (without interest), totaling approximately $20 million in the aggregate; (ii) all of
the shares of LTRIP's 8% Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately
prior to the effective time of the Merger will be converted into the right to receive, in the aggregate, approximately
$42 million in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessable shares of the
Company's common stock; and (iii) LTRIP's 0.50% Exchangeable Senior Debentures of approximately $330 million
will be repaid in accordance with their terms. Pursuant to the Merger Agreement, the Company will provide a loan
facility (the “TRIP Loan Facility”) to LTRIP of approximately $330 million, to repay LTRIP debentures prior to the
closing of the Merger. The TRIP Loan Facility will be repaid on the earlier of (i) the closing of the Merger, and (ii)
15 business days after the valid termination of the Merger Agreement or (b) such later date as jointly agreed to by
LTRIP and the Company. The transaction is expected to close in the second quarter of 2025, and based on 10-day

71
volume-weighted average share price (“VWAP”) of $13.98 at December 17, 2024, the expected aggregate
transaction value to be paid by the Company is approximately $435 million (which includes approximately $392
million of cash consideration and 3,037,959 validly issued, fully paid and non-assessable shares of the Company's
common stock based on 10-day VWAP of $13.98 at December 17, 2024). The implied share price for the
acquisition of such shares of the Company's common stock from LTRIP is $16.21 (which reflects a premium of
approximately 16% based on the 10-day VWAP as of December 17, 2024).
Assets held by LTRIP substantially consist of the shares of the Company’s common stock described above. As
a result, the Company views this transaction as a repurchase of the Company's common stock held by LTRIP and, as
such, the Merger will be substantially accounted for as a treasury stock repurchase transaction within stockholders’
equity on our consolidated balance sheet. The amount allocated to the treasury stock repurchase transaction will be
the aggregate transaction value paid by the Company, plus all direct expenses and fees associated with the
transaction incurred by the Company. Upon consummation of the Merger, the Company plans to retire the
approximately 26.8 million shares of the Company's common stock held by LTRIP as reported on LTRIP's Form
13D/A filed on December 20, 2024. Following the closing of the Merger, the Company will no longer have a
controlling shareholder or be considered a “controlled company”.
The transaction is subject to various closing conditions, including LTRIP stockholder approval, regulatory
clearances, and other customary conditions. There can be no assurance that the conditions to closing will be satisfied
or that the transactions contemplated by the Merger Agreement will be completed on the contemplated terms or
timeline, or at all.
Description of Business
The Tripadvisor group operates as a family of brands with the purpose of connecting people to experiences
worth sharing. The Company's vision is to be the world’s most trusted source for travel and experiences. The
Company operates across three reportable segments: Brand Tripadvisor, 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.
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. Brand Tripadvisor offers travelers and experience seekers an online
global platform for travelers to discover, generate, and share authentic user-generated content (“UGC”) in the form
of reviews and opinions for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and
cruises in over 40 countries and in more than 20 languages across the world. Tripadvisor offers more than 1 billion
user-generated reviews and opinions on over 9 million experiences, accommodations, restaurants, airlines, and
cruises.
Viator enables travelers to discover and book iconic, unique and memorable experiences from experience
operators around the globe. Our online marketplace is comprehensive, connecting travelers to bookable tours,
activities and attractions—consisting of nearly 400,000 experiences from more than 65,000 operators.
TheFork provides 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.
Risks and Uncertainties
Our business was negatively impacted by the risks and uncertainties related to the COVID-19 pandemic and
our business would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any
new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and
mandates. In addition, the U.S. and other countries have seen elevated levels of inflation and fluctuating
discretionary spending patterns by consumers all of which may impact our business. If macroeconomic conditions
deteriorate, consumer demand and spending may decline, we may not be able to pass on increased costs to our

72
customers and any inability to navigate the macroeconomic environment could harm our business, results of
operations and financial condition.
Additionally, natural disasters, public health-related events, political instability, geopolitical conflicts,
including the evolving events in the Middle East and between Ukraine and Russia, acts of terrorism, fluctuations in
currency values, and changes in global economic conditions are examples of other events that could have a negative
impact on the travel industry, and as a result, our financial results.
Seasonality
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. Our financial performance tends to be highest in the second and third quarters of a given year, which
includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences
taken, compared to the first and fourth quarters, which represent seasonal low points. 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. 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.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The accompanying consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and
entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits
or losses. All inter-company accounts and transactions have been eliminated in consolidation. Additionally, certain
prior period amounts may have been reclassified for comparability with the current period presentation, none of
which were material, except as discussed below in “Revised Operating Expense Presentation.” The accompanying
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in
the United States (“GAAP”). We believe that the assumptions underlying our consolidated financial statements are
reasonable. However, these consolidated financial statements do not present our future financial position, or the
results of our future operations and cash flows.
One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to
comply with Chinese laws and regulations, which restrict foreign investment in internet content provision
businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we
are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to
direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods
presented. Investments in entities in which we do not have a controlling financial interest are accounted for under
the equity method, the fair value option, as available-for-sale securities, or at cost adjusted for observable price
changes and impairments, as appropriate.
Revised Operating Expense Presentation
During the fourth quarter of 2024, the Company revised its operating expense captions on its consolidated
statement of operations to better align the Company’s financial presentation with how management assesses
performance and makes strategic decisions in its business operations, and to provide additional clarity and
understanding of our operating expenses for investors. Prior year amounts have been reclassified to conform to the
current period presentation. The revised presentation did not result in any changes to previously reported revenues,
total costs and expenses, operating income (loss), income (loss) before income taxes, or net income (loss). Below is
a brief description of the major cost components within the revised operating expense captions presented on our
consolidated statements of operations:
•
Cost of Sales: Cost of sales consists of expenses that are directly related or closely correlated to revenue
generation, including direct costs, such as credit card and other booking transaction payment fees, media

73
production costs, ad serving fees, and other revenue generating costs. In addition, cost of sales includes
operating costs such as bad debt expense and non-income taxes, including sales, use, digital services,
and other non-income revenue related taxes.
•
Marketing: Marketing expenses consist of direct costs, including traffic generation costs from paid
online traffic acquisition costs (including search engine marketing (“SEM”) and other online traffic
acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand
advertising (including connected television, traditional television and other offline advertising),
promotions and public relations.
•
Personnel: Personnel expenses consist primarily of salaries, payroll taxes, bonuses, employee health
and other benefits, and stock-based compensation. In addition, personnel expenses include costs
associated with contingent staff, bonuses and commissions for sales, sales support, customer support
and marketing employees.
•
Technology: Technology expenses consist primarily of licensing, data center costs including cloud-
based solutions, maintenance, computer supplies, telecom, and content translation and localization costs.
•
General and administrative: General and administrative expenses consist primarily of professional
service fees and other fees including audit, legal, tax and accounting, and other operating costs including
real estate and office expenses, and non-compensation related personnel expenses such as travel,
relocation, recruiting, and training expenses.
The following table below shows the reclassification adjustments made amongst costs and expenses on our
consolidated statements of operations for the periods presented below:
As
Reported
December
31, 2023
Adjustments
As
Adjusted
December
31, 2023
As
Reported
December
31, 2022
Adjustments
As
Adjusted
December
31, 2022
(in millions)
(in millions)
Costs and expenses:
Cost of sales (formerly Cost of
revenue)
$
149
$
(30)
1 $
119
$
116
$
(38)
1 $
78
Marketing (formerly Selling
and marketing)
940
(235)
2
705
784
(208)
2
576
Personnel (including stock-
based compensation of $96 and
$88)
—
570
3
570
—
503
3
503
Technology (formerly
Technology and content)
273
(193)
4
80
222
(159)
4
63
General and administrative
191
(112)5
79
172
(98)5
74
Depreciation and amortization
87
—
87
97
—
97
Restructuring and other related
reorganization costs
22
—
22
—
—
—
Total costs and expenses
$
1,662
$
—
$
1,662
$
1,391
$
—
$
1,391
(1)
Primarily related to the reclass of people costs to Personnel, and data center costs, and to a lesser extent, licensing costs to
Technology; partially offset by the reclass of digital service taxes ("DST") and bad debt expense from General and administrative
to Costs of sales.
(2)
Primarily related to the reclass of people costs to Personnel, and to a lesser extent, licensing costs to Technology and real estate and
office expenses to General and administrative.
(3)
Related to the reclass of people costs, including stock-based compensation expense, from all legacy operating expense captions to
Personnel.
(4)
Primarily related to the reclass of people costs to Personnel, and to a lesser extent, the reclass of real estate and office expenses to
General and administrative; partially offset by the reclass of data center and licensing costs from all legacy operating expense
captions to Technology.
(5)
Primarily related to the reclass of people costs to Personnel, and to a lesser extent, the reclass of DST and bad debt expense to
Costs of sales; partially offset by the reclass of real estate and office expenses to General and administrative from all legacy
operating expense captions.

74
Accounting Estimates
We use estimates and assumptions in the preparation of our consolidated financial statements in accordance
with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and
assumptions also affect the reported amount of net income or loss during any period. Our actual financial results
could differ significantly from these estimates. The significant estimates underlying our consolidated financial
statements are within accounting for income taxes. Refer to our accounting policy for income taxes disclosed below
and “Note 10: Income Taxes” for information regarding our significant income tax estimates.
Revenue Recognition
We generate all our revenue from contracts with customers. We recognize revenue when we satisfy a
performance obligation by transferring control of the promised services to a customer in an amount that reflects the
consideration that we expect to receive in exchange for those services. When we act as an agent in the transaction,
we recognize revenue for only our commission on the arrangement. We determine revenue recognition through the
following steps:
(1) Identification of the contract, or contracts, with a customer
(2) Identification of the performance obligations in the contract
(3) Determination of the transaction price
(4) Allocation of the transaction price to the performance obligations in the contract
(5) Recognition of revenue when, or as, we satisfy a performance obligation.
At contract inception, we assess the services promised in our contracts with customers and identify a
performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct.
To identify the performance obligations, we consider all of the services promised in the contract regardless of
whether they are explicitly stated or are implied by customary business practices. We have provided qualitative
information about our performance obligations for our principal revenue streams discussed below. There was no
significant revenue recognized in the years ended December 31, 2024, 2023 and 2022 related to performance
obligations satisfied in prior periods, respectively. We have applied a practical expedient and do not disclose the
value of unsatisfied performance obligations that have an original expected duration of less than one year. The
Company expects to complete its performance obligations within one year from the initial transaction date. The
value related to our remaining or partially satisfied performance obligations relates to subscription services that are
satisfied over time or services that are recognized at a point in time, but not yet achieved. Our timing of services,
invoicing and payments are discussed in more detail below and do not include a significant financing component.
Our customer invoices are generally due 30 days from the time of invoicing.
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the
benefit of those costs to be longer than one year. Although the substantial majority of our contract costs have an
amortization period of less than one year, we have determined contract costs arising from certain sales incentives
have an amortization period in excess of one year given the high likelihood of contract renewal. Sales incentives are
not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs.
As of both December 31, 2024 and 2023, there was $3 million of unamortized contract costs in other long-term
assets on our consolidated balance sheet. We amortize these contract costs on a straight-line basis over the estimated
customer life, which is based on historical customer retention rates. Amortization expense recorded to personnel
expense on our consolidated statements of operations during each of the years ended December 31, 2024, 2023 and
2022, was $1 million. We assess such asset for impairment when events or circumstances indicate that the carrying
amount may not be recoverable. No impairments were recognized during the years ended December 31, 2024, 2023
and 2022.
The recognition of revenue may require the application of judgment related to the determination of the
performance obligations and the timing of when the performance obligations are satisfied. The determination of our
performance obligations does not require significant judgment given that we generally do not provide multiple
services to a customer in a transaction, and the point in which control is transferred to the customer is readily
determinable. In instances where we recognize revenue over time, we generally have either a subscription service

75
that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output
measures that provide a faithful depiction of the transfer of our services. When an estimate for cancellations is
included in the transaction price, we base our estimate on historical cancellation rates and current trends. Taxes
assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing
transaction, that are collected by us from a customer, are reported on a net basis, or in other words excluded from
revenue on our consolidated financial statements.
Practical Expedients and Exemptions
•
We expense costs to obtain a contract as incurred, such as sales incentives, when the amortization
period would have been one year or less.
•
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an
original expected length of one year or less and (ii) contracts for which we recognize revenue at the
amount to which we have the right to invoice for services performed.
The application of our revenue recognition policies and description of our principal activities, organized by
reportable segment from which we generate our revenue, are presented below.
Brand Tripadvisor Segment
Tripadvisor-branded Hotels Revenue. Our largest source of Brand Tripadvisor segment revenue is generated
from click-based advertising on Tripadvisor-branded websites, which we refer to as our hotel meta (also referred to
as hotel auction) revenue, which is primarily comprised of contextually-relevant booking links to our travel partners’
websites. Our click-based travel partners are predominantly online travel agencies, or OTAs, and hotels. Click-based
advertising is generally priced on a cost-per-click, or “CPC” basis, with payments from travel partners determined
by the number of travelers who click on a link multiplied by the CPC rate for each specific click. CPC rates are
determined in a dynamic, competitive auction process, where the travel partner bids for rates and availability to be
listed on our platform. When a CPC bid is submitted, the travel partner agrees to pay us the bid amount each time a
traveler clicks on the link to that travel partner’s website. Bids can be submitted periodically – as often as daily – on
a property-by-property basis. We record click-based advertising revenue as the click occurs and traveler leads are
sent to the travel partner’s website as our performance obligation is fulfilled at that time. Click-based revenue is
generally billed to our travel partners monthly, consistent with the timing of the service. We also generate revenue
from our cost-per-acquisition, or “CPA” model, which consists of contextually-relevant booking links to our travel
partners’ websites which are advertised on our platform. We earn a commission from our travel partners, based on a
pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the
travel partner's website, which results in a traveler stay. CPA revenue is billable only upon the completion of each
traveler’s stay resulting from a hotel reservation. The travel partners provide the service to the travelers, and we act
as an agent under GAAP. Our performance obligation is complete at the time of the hotel reservation booking, and
the commission earned is recognized upon booking, as we have no post-booking service obligations. We recognize
this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends.
Contract assets are recognized at the time of booking for commissions that are billable upon the completion of a
traveler's stay. CPA revenue is generally billed to our travel partners two months after traveler stays are completed.
In addition, we offer business-to-business, or “B2B,” solutions, including subscription-based advertising to
hotels, owners of B&Bs, and other specialty lodging properties. Our performance obligation is generally to enable
subscribers to advertise their businesses on our platform, as well as to manage and promote their website URL,
email address, phone number, special offers and other information related to their business. Subscription-based
advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and
revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended
evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception
of the service. When prepayments are received, we recognize deferred revenue initially on our consolidated balance
sheet for the amount of prepayment in excess of revenue recognized, until the performance obligation is satisfied. To
a lesser extent, we offer travel partners the opportunity to advertise and promote their business through hotel
sponsored placements on our platform. This service is generally priced on a CPC basis, with payments from travel
partners determined by the number of travelers who click on the sponsored link multiplied by the CPC rate for each
specific click. CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids

76
submitted as part of an auction by our travel partners or a pre-determined contractual CPC rate. The travel partner
agrees to pay us the CPC rate amount each time a traveler clicks on a link to the travel partner’s website. We record
this click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner as our
performance obligation is fulfilled at that time. Hotel sponsored placements revenue is generally billed to our travel
partners monthly, consistent with the timing of the service.
Media and Advertising Revenue. We offer travel partners the ability to promote their brands through display-
based advertising, or sometimes referred to as “media advertising,” placements across our platform. Our display-
based advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination
marketing organizations. We also sell display-based advertising to OTAs and other travel related businesses, as well
as to advertisers from non-travel categories. Display-based advertising is sold predominantly on a cost per thousand
impressions, or “CPM,” basis. The performance obligation in our display-based advertising arrangements is to
display a number of advertising impressions on our platform and we recognize revenue for impressions as they are
delivered. Services are generally billed monthly. We have applied the practical expedient to measure progress
toward completion, as we have the right to invoice the customer in an amount that directly corresponds with the
value to the customer of our performance to date, which is measured based on impressions delivered.
Tripadvisor Experiences and Dining Revenue. We generate revenue from our experiences and restaurant
offerings on Tripadvisor-branded websites and mobile apps. Tripadvisor receives intercompany (intersegment)
revenue consisting of affiliate marketing commissions earned primarily from experience bookings and, to a lesser
extent, restaurant reservation bookings, on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and
TheFork, respectively, which are eliminated on a consolidated basis. The performance obligations, timing of
customer payments for our experiences and dining transactions, and methods of revenue recognition are consistent
with the Viator and TheFork segments, as described below. In addition, Tripadvisor restaurant offerings, or B2B
restaurant offerings, generate subscription fees for subscription-based advertising to our restaurant partners that
allow restaurants to manage and promote their website URL, email address, phone number, special offers and other
information related to their business, as well as access to certain online reservation management services, marketing
analytic tools, and menu syndication services. As the performance obligation is to provide restaurants with access to
these services over a subscription period, the subscription fee revenue is recognized over the subscription period on
a straight-line basis as efforts are expended evenly throughout the contract period. Subscription-based advertising
services are generally billed at the inception of the service. When prepayments are received, we recognize deferred
revenue initially on our consolidated balance sheet for the amount of prepayment in excess of revenue recognized,
until the performance obligation is satisfied. In addition, we offer restaurant partners the opportunity to advertise and
promote their business through restaurant media advertising placements on our platform. This service is generally
priced on a CPC basis, with payments from restaurant partners determined by the number of clicks by consumers on
the sponsored link multiplied by the CPC rate for each specific click. CPC rates for media advertising placements
agreed to by our restaurant partners are based on a pre-determined contractual rate. We record this click-based
advertising revenue as the click occurs and diner leads are sent to the restaurant partner as our performance
obligation is fulfilled at that time. Click-based revenue is generally billed to our restaurant partners monthly,
consistent with the timing of the service.
Other Revenue. We also offer travelers cruises, vacation rentals, flights, and rental cars solutions on our
platforms which complement our end-to-end travel experience.
Our vacation rentals offering provides information and services that allow travelers to research and book
vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and
cottages. These properties are listed on our Tripadvisor-branded websites and mobile apps, and Tripadvisor's
portfolio of travel media brands, including, www.flipkey.com, www.holidaylettings.co.uk, and www.niumba.com.
Prior to the fourth quarter of 2024, we earned commissions associated with rental transactions through our free-to-
list model from both the traveler and the property owner or manager. We provided post-booking services to the
travelers, property owners and managers until the time the rental commenced, which was the time the performance
obligation was satisfied and revenue was recognized. Under GAAP, we acted as an agent in these transactions, as we
did not control any properties before the property owner provided the accommodation to the traveler and had no
inventory risk. Accordingly, this commission revenue was recorded on a net basis.

77
As of the beginning of the fourth quarter of 2024, our performance obligation in the vacation rentals offering
is to display and promote vacation rentals inventory from partners on our platform, including contextually-relevant
booking links to third-party booking partners, our customers, in exchange for a commission when travelers complete
a booking on the third-party booking partner's website. The third-party booking partner is responsible for completing
the booking, payment processing and post-booking services to the travelers. We do not control the service or have
inventory risk, and therefore act as an agent for these transactions under GAAP. Accordingly, our performance
obligation is satisfied and revenue is recognized at the time of the booking, as we have no post-booking obligations
to the traveler. We recognize this revenue net of an estimate of the impact of cancellations, which is not material,
using historical cancellation rates and current trends. We generally invoice and receive commissions directly from
third-party bookings partners upon the completion of a traveler's stay. Therefore, contract assets are recognized at
the time of booking for commissions earned that are billable upon the completion of a traveler's stay.
In addition, Other Revenue includes revenue generated from cruises, flights, and rental cars offerings on
Tripadvisor-branded websites and mobile apps and Tripadvisor’s portfolio of brands, which primarily includes
click-based advertising and display-based advertising revenue. The performance obligations, timing of customer
payments for these offerings, and methods of revenue recognition are generally consistent with click-based
advertising and display-based advertising revenue, as described above.
Viator Segment
We provide an online marketplace that allows travelers to research and book tours, activities and attractions in
popular travel destinations across the globe through our Viator-branded platform, which includes website, mobile
web, and mobile app. Through Viator, we also power traveler bookings of tours, activities and attractions on behalf
of third-party distribution partner websites, including the Tripadvisor platform as well as many of the world’s major
OTA’s, airlines, hotels, online and offline travel agencies, and other prominent content and eCommerce brands.
We work with local tour, activity, and experience operators (“operators”) to provide travelers (“customers”)
the ability to book tours, activities and attractions, or “experiences,” in destinations around the world. We generate
commissions for each booking transaction we facilitate through our online reservation system, in exchange for
certain activities, including the use of the Company’s booking platform, post-booking 24/7 customer support until
the time of the experience and payment processing activities as the merchant of record, which is the completion of
the performance obligation. These activities are not distinct from each other and are not separate performance
obligations. As a result, the Company’s single performance obligation is to facilitate an experience, which is
complete upon the time the experience occurs, and when revenue is recognized. We do not control the experience or
have inventory risk before the operator provides the experience to our customer and therefore act as agent for
substantially all of these transactions under GAAP.
We collect payment from the customer prior to the experience occurring, which includes both our commission
and the amount due to the operator. We record our commissions as deferred revenue on our consolidated balance
sheet when payment is received, including amounts which are refundable subject to cancellation, until the
experience occurs and revenue is recognized. The amount due to the operator is recorded as a deferred merchant
payable on our consolidated balance sheet until completion of the experience, after which payment is remitted to the
operator.
To a much lesser extent, we earn commissions from third-party distribution partners, in this case, the
customers, who display and promote on their websites the operator experiences available on our platform to generate
bookings. In these transactions, we are not the merchant of record, and we generally invoice and receive
commissions directly from third-party distribution partners upon completion of the experience and make payments
to the operators after the experience is complete. Our performance obligation is to allow the third-party distribution
partners to display and promote on their website experiences offered by operators who utilize our platform, in
exchange for which, we earn a commission when travelers book and complete an experience on the third-party
distribution partner's website. We do not control the service or have inventory risk, and therefore act as an agent for
these transactions under GAAP. Our performance obligation is complete, and revenue is recognized at the time of
the booking, as we have no post-booking obligations to the customer. We recognize this revenue net of an estimate

78
of the impact of cancellations, which is not material, using historical cancellation rates and current trends. Contract
assets are recognized for commissions that are contractually billable contingent upon completion of the experience.
TheFork Segment
We provide information and services for consumers to research and book dining reservations through our
online restaurant reservations platform, TheFork. We primarily generate transaction fees (or per seated diner fees)
that are paid by our restaurant customers for diners seated primarily from bookings through TheFork’s online
reservation system. The transaction fee is recognized as revenue after the reservation is fulfilled, or as diners are
seated by our restaurant customers. We invoice restaurants monthly for transaction fees. To a lesser extent, we also
generate subscription fees for providing access to certain online reservation management services, marketing
analytic tools, and menu syndication services. For these services, our performance obligation is to provide
restaurants with access to these services over the subscription period, which generally is one-month, and we
recognize revenue once our performance obligation is met and invoice restaurants monthly for these subscription
services.
Refer to “Note 18: Segment and Geographic Information” for disaggregation of the Company’s revenue by
major products and revenue sources. We have determined that disaggregating revenue into these categories achieves
the disclosure objective under GAAP, which is to depict how the nature, amount, timing, and uncertainty of revenue
and cash flows are affected by economic factors.
Deferred Revenue
Contract liabilities generally include payments received in advance of performance under the contract, and are
realized as revenue as the performance obligation to the customer is satisfied, which we present as deferred revenue
on our consolidated balance sheets. As of January 1, 2024, we had $49 million recorded as deferred revenue on our
consolidated balance sheet, of which $46 million was recognized in revenue and $3 million was refunded due to
cancellations by travelers during the year ended December 31, 2024. As of January 1, 2023, we had $44 million
recorded as deferred revenue on our consolidated balance sheet, of which $41 million was recognized in revenue
and $3 million was refunded due to cancellations by travelers during the year ended December 31, 2023. The
difference between the opening and closing balances of our deferred revenue primarily results from the timing
differences between when we receive customer payments and the time in which we satisfy our performance
obligations. There were no significant changes in deferred revenue during the years ended December 31, 2024 and
2023 related to business combinations, impairments, cumulative catch-ups or other material adjustments.
Deferred Merchant Payables
In our experience offerings we receive payment from travelers at the time of booking or prior to the
experience, and we record these amounts, net of our commissions, on our consolidated balance sheet as deferred
merchant payables. We pay the experience operators after the travelers’ use. Therefore, we receive payment from
the traveler prior to paying the experience operator and this operating cycle represents a working capital source or
use of cash to us. Our deferred merchant payables balance was $255 million and $237 million at December 31, 2024
and 2023, respectively, on our consolidated balance sheets.
Advertising costs
The Company's advertising costs are reported as "Marketing expenses" on our consolidated statements of
operations. We incur advertising costs consisting of paid online traffic acquisition costs (including SEM and other
online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand
advertising (including connected television, traditional television and other offline advertising), promotions and
public relations, to promote our brands. We expense the costs associated with communicating the advertisements in
the period in which the advertisement takes place. We expense the production costs associated with advertisements
in the period in which the advertisement first takes place. For the years ended December 31, 2024, 2023 and 2022,
we recorded advertising expense of $729 million, $705 million, and $576 million, respectively, in marketing
expense on our consolidated statements of operations. We include prepaid advertising expenses in prepaid expenses
and other current assets on our consolidated balance sheets, which was not material as of December 31, 2024 and
2023.

79
Stock-Based Compensation
Stock Options. Our employee stock options generally consist of service based awards. The exercise price is
equal to the market price of the underlying shares of our common stock at the date of grant. In this regard, when
granting stock option awards, our practice is to determine the applicable grant date and to specify that the exercise
price shall be the closing price of our common stock on the date of grant. Our stock options generally have a term of
ten years from the date of grant and typically vest equally over a four-year requisite service period. We amortize the
grant-date fair value of our stock option grants as stock-based compensation expense over the vesting term on a
straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of
the grant-date fair value of the award that is vested at that date.
The estimated grant-date fair value of stock options is calculated using a Black-Scholes Merton option-pricing
model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to fair value stock-based
awards, which includes the risk-free rate of return, expected volatility, expected term, and expected dividend yield.
Our risk-free interest rate is based on the yields currently available on zero-coupon U.S. Treasury issues, in effect at
the time of the grant, whose remaining maturity period most closely approximates the stock option’s expected term
assumption. We estimate our expected volatility by using the historical volatility of our own common stock.
Historical volatility is determined using actual daily price observations of our common stock price over a period
equivalent to or approximate to the expected term of our stock option grants to date. We estimate our expected term
using historical exercise behavior and expected post-vest termination data. Our expected dividend yield is zero as we
have not historically paid regular cash dividends on our common stock and do not expect to pay regular cash
dividends for the foreseeable future.
Restricted Stock Units. Restricted stock units (“RSUs”) are stock awards that are granted to employees
entitling the holder to shares of our common stock as the award vests. RSUs are measured at fair value based on the
quoted price of our common stock at the date of grant. We amortize the fair value of RSUs as stock-based
compensation expense over the vesting term, which is typically over a four-year requisite service period on a
straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of
the grant-date fair value of the award that is vested at that date.
Performance-Based Awards. Performance-based stock options and RSUs vest upon achievement of certain
company-based performance conditions and a requisite service period. On the date of grant, the fair value of a
performance-based award is calculated using the same method as our service based stock options and RSUs as
described above. We then assess whether it is probable that the individual performance targets would be achieved. If
assessed as probable, compensation expense will be recorded for these awards over the estimated performance
period. At each reporting period, we reassess the probability of achieving the performance targets and the
performance period required to meet those targets. The estimation of whether the performance targets will be
achieved and the performance period required to achieve the targets requires judgment, and to the extent actual
results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of
those changes will be recorded in the period estimates are revised, or the change in estimate will be applied
prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or
merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued
and the related compensation expense recognized will be based on a comparison of the final performance metrics to
the specified targets.
Market-Based Awards. We issue market-based performance RSUs, or MSUs, which vest upon achievement of
specified levels of market conditions. The fair value of our MSUs is estimated at the date of grant using a Monte-
Carlo simulation model. The probabilities of the actual number of market-based performance units expected to vest
and resultant actual number of shares of common stock expected to be awarded are reflected in the grant date fair
values; therefore, the compensation expense for these awards will be recognized assuming the requisite service
period is rendered and are not adjusted based on the actual number of awards that ultimately vest.
Estimates of fair value are not intended to predict actual future events or the value ultimately realized by
employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original
estimates of fair value.

80
The Company accounts for forfeitures in the period in which they occur, rather than estimating expected
forfeitures.
Income Taxes
We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our
estimation of the future tax consequences of temporary differences between the carrying amounts of assets and
liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting
methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred
tax asset or liability for each temporary difference based on the enacted income tax rates expected to be in effect
when we realize the underlying items of income and expense. We consider all relevant factors when assessing the
likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction,
expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as
well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax
assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the
nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual
and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could
materially vary from these estimates. We classify deferred tax assets and liabilities as noncurrent on our
consolidated balance sheet.
We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we
expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each
individual tax position, taking into consideration whether it is more likely than not that our tax position, based on
technical merits, will be sustained upon examination.
Cash, Cash Equivalents, Restricted Cash and Marketable Securities
Our cash consists of available on demand bank deposits held in global financial institutions. Our cash
equivalents generally consist of highly liquid investments, generally including money market funds, term deposits
and marketable securities, with maturities of 90 days or less at the date of purchase.
As of December 31, 2024 and 2023, our restricted cash, which primarily consists of legally restricted deposits
and escrowed security deposits, was not material.
We classify marketable securities as either short-term or long-term based on each instrument’s underlying
contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date.
Marketable securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at
the balance sheet date will be classified as short-term and marketable securities with maturities greater than 12
months from the balance sheet date will generally be classified as long-term. We classify marketable equity
securities, limited by policy to money market funds and mutual funds, as either a cash equivalent, short-term or
long-term based on the nature of each security and its availability for use in current operations.
Our marketable securities are classified and accounted for as available-for-sale, and therefore are carried at
fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss)
as a component of stockholders’ equity. Fair values are determined for each individual security in the investment
portfolio. We determine the appropriate classification of our marketable securities at the time of purchase and
reevaluate the designations at each balance sheet date. We invest in highly-rated securities, and our investment
policy limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires
investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and
providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt
repayments. Realized gains and losses on the sale of marketable securities are determined by specific identification
of each security’s cost basis. We may sell certain of our marketable securities prior to their stated maturities for
strategic reasons including, but not limited to, anticipation of credit deterioration, liquidity, and duration
management. The weighted average maturity of our total invested cash shall not exceed 18 months, and no security
shall have a final maturity date greater than three years, according to our investment policy.

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We continually review any available-for-sale securities to determine whether their fair value is below their
carrying value. If the fair value of an available-for-sale security is below their carrying value, and either we intend to
sell the security or we will be required to sell before recovery, then the difference between fair value and carrying
value is recognized as a loss in other income (expense), net on our consolidated statements of operations. If we do
not intend to sell and we will not be required to sell before recovery, then we analyze whether a portion of the
unrealized loss is the result of a credit loss. When a portion of the unrealized loss is the result of a credit loss, we
recognize an allowance for expected credit losses on our consolidated balance sheet and a corresponding loss in
other income (expense), net on our consolidated statements of operations. Any portion of the unrealized loss on the
available-for-sale securities that is not attributable to a credit loss would be recognized as an unrealized loss in
accumulated other comprehensive income (loss) within our consolidated statements of changes in stockholders’
equity.
The Company's investment portfolio at any point in time may contain various investments, including, in U.S.
treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds,
commercial paper, non-U.S. government agency securities, overnight demand deposits, and money market funds.
The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss
expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities
in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical
experience, market data, issuer-specific factors, and current economic conditions. As of December 31, 2024 and
2023, the Company had no available-for-sale securities.
Accounts Receivable and Allowance for Expected Credit Losses
Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded
net of an allowance for expected credit losses. We record accounts receivable at the invoiced amount. Our customer
invoices are generally due 30 days from the time of invoicing.
The Company uses the “expected credit loss” methodology, allowed under GAAP, in estimating its allowance
for expected credit losses. We apply the “expected credit loss” methodology by first assessing our historical losses
based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether
positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for
future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using
their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations,
and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where
appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with
similar characteristics and payment history, and we have concluded that the aggregation of these customers into
various portfolios does not produce a result that is materially different from considering the affected customers
individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection
profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher
internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss
are assigned a lower credit rating. We recognize a greater credit loss allowance on the accounts receivable due from
those customers in the lower credit rating tranche, as determined by the Company. When the Company becomes
aware of facts and circumstances affecting an individual customer, it also takes that specific customer information
into account as part of its calculation of expected credit losses.
The Company's exposure to credit losses may increase if our customers are adversely affected by changes in
macroeconomic pressures or uncertainty associated with local or global economic recessions, or other customer-
specific factors.

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The following table presents the changes in our allowance for expected credit losses for the periods presented:
December 31,
2024
2023
2022
(in millions)
Allowance for expected credit losses:
Balance, beginning of period
$
21
$
28
$
28
Provision charged to expense
8
6
6
Write-offs, net of recoveries and other adjustments
(4)
(13)
(6)
Balance, end of period
$
25
$
21
$
28
Property and Equipment
We record property and equipment at cost, net of accumulated depreciation. We capitalize certain costs
incurred during the application development stage related to website development when it is probable the project
will be completed and the software will be used as intended. Capitalized costs include internal and external costs, if
direct and incremental, and deemed by management to be significant. We expense costs related to the planning and
post-implementation phases of website development as these costs are incurred. Maintenance and enhancement
costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs
relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which
case the costs are capitalized.
We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is
three to five years for computer equipment, capitalized website development, office furniture and other equipment.
We depreciate leasehold improvements using the straight-line method, over the shorter of the estimated useful life of
the improvement or the remaining term of the lease.
Leases
We lease office space in a number of countries around the world, generally under non-cancelable operating
lease agreements. Our corporate headquarters is our most significant office space lease and is accounted for as a
finance lease under GAAP. The Company has also entered into other leases, such as data center leases, which are
not material to our consolidated financial statements.
We determine whether a contract is or contains a lease at inception of a contract. We define a lease as a
contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an
identified asset) for a period of time in exchange for consideration. Control over the use of the identified asset means
that we have both the right to obtain substantially all of the economic benefits from the use of the asset and the right
to direct the use of the asset.
Our lease contracts contain both lease and non-lease components which we combine as a single component
under our accounting policy by asset class, except for office space leases and certain other leases, such as colocation
data center leases, which we account separately for the lease and non-lease components. For leases which the
consideration in the contract is allocated to lease and non-lease components, we base it on each component’s relative
standalone price. We determine standalone prices for the lease components based on the prices for which other
lessors lease similar assets on a standalone basis. We determine standalone prices for the non-lease component based
on the prices that third-party suppliers charge for services for similar assets on a standalone basis. If observable
standalone prices are not readily available, we estimate the standalone prices based on other available observable
information. However, for certain categories of equipment leases, such as network equipment and others, we
account for the lease and non-lease components as a single lease component. Additionally, for certain equipment
leases that have similar characteristics, we apply a portfolio approach to effectively account for operating lease
right-of-use ROU assets and operating lease liabilities.
The Company uses its estimated incremental borrowing rate as the discount rate in measuring the present
value of our lease payments given the rate implicit in our leases is not typically readily determinable. Given we do

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not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the
interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments,
and in economic environments where the leased asset is located. We use the portfolio approach to determine the
discount rate for leases with similar characteristics or when the Company is reasonably certain that doing so would
not materially affect the accounting for those leases to which a single discount rate is applied.
We establish assets and liabilities for the estimated construction costs incurred under lease arrangements
where we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent we are
involved in the construction of structural improvements or take construction risk prior to commencement of a lease.
Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales
recognition under the sale-leaseback accounting guidance under GAAP. If we continue to be the deemed owner, for
accounting purposes, the facilities are accounted for as finance obligations.
Finance Leases
Finance lease ROU assets and finance lease liabilities are recognized at the lease commencement date or the
date the lessor makes the leased asset available for use. Finance lease ROU assets are generally amortized on a
straight-line basis over the lease term, and the carrying amount of finance lease liabilities are (1) accreted to reflect
interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable; and (2)
reduced to reflect lease payments made during the period. Amortization expense for finance lease ROU assets and
interest accretion on finance lease liabilities are recorded to depreciation and interest expense, respectively, in our
consolidated statement of operations.
We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham,
Massachusetts. This lease has an expiration date of December 2030, with an option to extend the lease term for two
consecutive terms of five years each and is accounted for as a finance lease.
Operating Leases
Our office space leases, exclusive of our corporate headquarters, are operating leases, which we lease an
aggregate of approximately 165,000 square feet at nearly 25 locations across North America, Europe and Asia
Pacific, in cities such as New York, London, Singapore, Barcelona and Paris, primarily used as sales offices,
subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the
latest expiring in March 2034.
Operating lease ROU assets and liabilities are recognized at lease commencement date, or the date the lessor
makes the leased asset available for use, based on the present value of lease payments over the lease term using the
Company’s estimated incremental borrowing rate. ROU assets associated with operating leases comprise the initial
lease liability, and are then adjusted for any prepaid or deferred rent payments, unamortized initial direct costs, and
lease incentives received. Amortization expense for operating lease ROU assets and interest accretion on operating
lease liabilities are recognized as a single operating lease cost in our consolidated statement of operations, which
results effectively in recognition of rent expense on a straight-line basis over the lease period. The carrying amount
of operating lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate
implicit in the lease is not readily determinable; and (2) reduced to reflect lease payments made during the period.
We present the combination of both the amortization of operating lease ROU assets and the change in the operating
lease liabilities in the same line item within the adjustments to reconcile net income (loss) to net cash provided by
operating activities in our consolidated statement of cash flows. Lease incentives are recognized as reductions of
rental expense on a straight-line basis over the term of the lease. Our operating leases generally include options to
extend the lease terms for up to approximately 6 years and/or terminate certain leases within 1 year, which we
include in our lease term if we are reasonably certain to exercise these options. Payments under our operating leases
are primarily fixed, however, certain of our operating lease agreements include rental payments which are adjusted
periodically for inflation. We recognize these costs as variable lease costs on our consolidated statement of
operations, which were not material during the years ended December 31, 2024, 2023 and 2022. In addition, our
short-term lease costs were not material in any period presented.
We also establish assets and liabilities at the present value of estimated future costs to return certain of our
leased facilities to their original condition to satisfy any asset retirement obligations. Such assets are depreciated

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over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the
estimated restoration costs and are included in other long-term liabilities on our consolidated balance sheet. Our
asset retirement obligations were not material as of both December 31, 2024 and 2023.
Non-Marketable Equity Investments
We account for non-marketable equity investments through which we exercise significant influence but do not
have control over the investee under the equity method. Under this method, the investment, originally recorded at
cost, is adjusted to recognize the Company’s share of net earnings or losses of the investment as they occur rather
than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment
in, advances to and commitments for the investee. In the event we are unable to obtain accurate financial
information from the investee in a timely manner, we record our share of earnings or losses of such equity
investment on a lag.
Non-marketable equity investments that are not accounted for under the equity method and that do not have a
readily determinable fair value are accounted for under the measurement alternative, allowed under GAAP. Under
the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes
resulting from observable price changes in orderly transactions for identical or similar investments of the same
issuer. Adjustments are determined primarily based on a market approach as of the transaction date. We classify our
non-marketable equity investments as long-term assets on our consolidated balance sheet as those investments do
not have stated contractual maturity dates.
On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to
evaluate whether these investments are impaired. Qualitative factors considered include industry and market
conditions, financial performance, business prospects, and other relevant events and factors. When indicators of
impairment exist, we prepare a quantitative assessment of the fair value of our equity investments, which may
include using both the market and income approaches which require judgment and the use of estimates, including
discount rates, investee revenues and costs, and available comparable market data of private and public companies,
among others. When our assessment indicates that an impairment exists, we measure our non-marketable equity
investments at fair value.
Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid
market for such company’s securities. In addition, such investments are inherently risky in that such companies are
typically at an early stage of development, may have no or limited revenues, may not be or may never become
profitable, may not be able to secure additional funding or their technologies, services or products may not be
successfully developed or introduced into the market.
Business Combinations
We account for acquired businesses using the acquisition method of accounting which requires that tangible
assets and identifiable intangible assets acquired and assumed liabilities be recorded at the date of acquisition at their
respective fair values. Any excess purchase price over the estimated fair value of the net tangible and intangible
assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed,
management makes estimates and assumptions, especially with respect to intangible assets. Significant estimates in
valuing certain intangible assets may include but are not limited to future expected cash flows from customer and
supplier relationships, acquired technology and trade names from a market participant perspective, useful lives and
discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but
which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Valuations are performed by management or third-party valuation specialists under management's supervision,
where appropriate. Any changes to provisional amounts identified during the measurement period, calculated as if
the accounting had been completed as of the acquisition date, are recognized in the consolidated financial statements
in the reporting period in which the adjustment amounts are determined.

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Goodwill and Intangible Assets
Goodwill
We assess goodwill, which is not amortized, for impairment annually during the fourth quarter, or more
frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at
the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the
business combination in which such goodwill was generated as of the acquisition date. We evaluate our reporting
units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value
allocation approach. Once goodwill has been allocated to the reporting units, it no longer retains its identification
with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value
of the reporting unit as a whole is available to support the recoverability of its goodwill.
The Company has the option to qualitatively assess whether it is more likely than not that the fair value of a
reporting unit is less than its carrying value. In the evaluation of goodwill for impairment, we generally first perform
a qualitative assessment to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that the
estimated fair value of the reporting unit is less than the carrying amount. Periodically, we may choose to forgo the
initial qualitative assessment and proceed directly to a quantitative analysis to assist in our annual evaluation. When
assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for an individual
reporting unit in a given year is influenced by a number of factors, including, but not limited to the size of the
reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying
value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments
from the date of acquisition or to establish an updated baseline quantitative analysis, and other performance and
market indicators. During a qualitative assessment, if we determine that it is not more likely than not that the implied
fair value of the goodwill is less than its carrying amount, no further testing is necessary. If, however, we determine
that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then
perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value. If
the carrying value of a reporting unit exceeds its estimated fair value, the goodwill impairment is measured using the
difference between the carrying value and the estimated fair value of the reporting unit; however, any loss
recognized cannot exceed the total amount of goodwill allocated to that reporting unit.
In determining the estimated fair values of reporting units in a quantitative goodwill impairment test, we
generally use a blend, of the following recognized valuation methods: the income approach (i.e. discounted cash
flows model) and the market valuation approach, which we believe compensates for the inherent risks of using
either model on a stand-alone basis. The discounted cash flows model indicates the fair value of the reporting units
based on the present value of the cash flows that we expect the reporting units to generate in the future. Our
significant estimates in the discounted cash flows model include: weighted average cost of capital; long-term rate of
growth and profitability of the reporting unit; income tax rates and working capital effects. The market valuation
approach indicates the fair value of the business based on a comparison to comparable publicly traded firms in
similar lines of business and other precedent transactions. Our significant estimates in the market valuation approach
model include identifying similar companies with comparable business factors such as size, growth, profitability,
risk and return on investment and assessing comparable revenue and/or income multiples in estimating the fair value
of the reporting units. Valuations are performed by management or third-party valuation specialists under
management's supervision, where appropriate. We believe that the estimated fair values assigned to our reporting
units in impairment tests are based on reasonable assumptions that marketplace participants would use. However,
such assumptions are inherently uncertain and actual results could differ from those estimates. The use of
substantially different assumptions, estimates or judgments could trigger the need for an impairment charge, or
materially increase or decrease the amount of any such impairment charge.
During the Company's annual goodwill impairment test in the fourth quarter of 2024, a qualitative assessment
was performed for all our reporting units, which are Brand Tripadvisor, Viator, and TheFork. We determined that it
was not more likely than not that the fair value of any reporting unit was less than its carrying value, and,
accordingly, no impairment charges were recorded during the year ended December 31, 2024. As part of the
qualitative assessment for our annual 2024 goodwill impairment analysis of our reporting units, the factors that we
considered included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and
the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry,
(d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the

86
reporting units, (f) comparison of our current financial performance to historical and budgeted results of the
reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in
estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units during the
second quarter of 2022, (i) changes in the regulatory environment, (j) changes in strategic outlook or organizational
structure and leadership of the reporting units; and (k) other relevant factors, and how these factors might impact
specific performance in future periods.
Intangible Assets
Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized
on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events.
We routinely review the remaining estimated useful lives of our definite-lived intangible assets. If we reduce the
estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful
life.
Intangible assets that have indefinite lives are not amortized and are tested for impairment annually during the
fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be
recoverable. Similar to the qualitative assessment for goodwill, we may assess qualitative factors to determine if it is
more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying
amount. If we determine that it is not more likely than not that the implied fair value of the indefinite-lived
intangible asset is less than its carrying amount, no further testing is necessary. If, however, we determine that it is
more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying
amount, we compare the implied fair value of the indefinite-lived asset with its carrying amount. If the carrying
amount of an individual indefinite-lived intangible asset exceeds its implied fair value, the individual asset's carrying
value is written down by an amount equal to such excess. The assessment of qualitative factors is optional and at our
discretion. We may bypass the qualitative assessment for any indefinite-lived intangible asset in any period and
resume performing the qualitative assessment in any subsequent period. We base our quantitative measurement of
fair value of indefinite-lived intangible assets, which consist of Tripadvisor-brand trade name and trademarks, using
the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent
that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method
requires us to estimate future revenues, the appropriate royalty rate and the weighted average cost of capital,
however, such assumptions are inherently uncertain and actual results could differ from those estimates.
During the Company's annual indefinite-lived intangible impairment test during the fourth quarter of 2024, a
qualitative assessment was performed. As part of our qualitative assessment we considered, amongst other factors,
the amount of excess fair value of our trade names and trademarks to the carrying value of those same assets,
changes in estimates, and valuation input assumptions, since our previous quantitative analysis. After considering
these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative
assessment, we determined that it was more likely than not that our indefinite-lived intangible assets were not
impaired as of December 31, 2024.
Impairment of Long-Lived Assets
We periodically review the carrying amount of our definite-lived intangible assets and other long-term assets,
including property and equipment, net and operating lease right-of-use assets, to determine whether current events or
circumstances indicate that such carrying amounts may not be recoverable. Factors that would necessitate an
impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a
significant adverse change in legal factors or the business climate that could affect the value of the asset, or a
significant decline in the observable market value of an asset, among others. The Company’s impairment evaluation
is performed at the asset group level or the lowest level for which identified cash flows are largely independent,
which the Company has defined as the reporting unit level. If such facts indicate a potential impairment, we assess
the recoverability of the asset group by determining if the carrying value of the asset group exceeds the sum of the
projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the
remaining economic life of the primary asset of the group. If the recoverability test indicates that the carrying value
of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation
methodologies which would typically include an estimate of discounted cash flows, using an appropriate discount
rate. Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their

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estimated fair value and would be included in operating income (loss) on the consolidated statement of operations.
Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual
results could vary significantly from such estimates. We have not identified any circumstances that would warrant
an impairment charge for any recorded definite-lived intangibles or other long-term assets on our consolidated
balance sheet at December 31, 2024 or 2023.
Foreign Currency Translation and Transaction Gains and Losses
Our consolidated financial statements are reported in U.S. dollars. Certain of our subsidiaries outside of the
U.S. use the local currency as their functional currency and not the U.S. dollar. Therefore assets and liabilities of our
foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated
statements of operations are translated at the average exchange rates in effect during the applicable reporting period.
The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other
comprehensive income (loss) in stockholders’ equity on our consolidated balance sheet.
In addition, our subsidiaries also engage in transactions in currencies other than its functional currency.
Transactions denominated in currencies other than the functional currency are recorded based on foreign currency
exchange rates at the time such transactions arise. Subsequent changes in foreign currency exchange rates result in
transaction gains and losses which are reflected in our consolidated statements of operations as unrealized (based on
the applicable period-end exchange rate) or realized upon settlement of the transactions. Accordingly, we have
recorded net foreign currency exchange losses of $2 million, $5 million and $5 million, respectively, for the years
ended December 31, 2024, 2023 and 2022, in other income (expense), net on our consolidated statements of
operations. These amounts also include transaction gains and losses, both realized and unrealized from forward
contracts.
Derivative Financial Instruments
We account for derivative instruments that do not qualify for hedge accounting as either assets or liabilities
and carry them at fair value, with any subsequent adjustments to fair value recorded in other income (expense), net
on our consolidated statements of operations. Monetary assets and liabilities denominated in a currency other than
the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the
effects of changes in foreign currency exchange rates reported in other income (expense), net on our consolidated
statements of operations. In certain circumstances, we enter into forward contracts to reduce, to the extent practical,
our potential exposure to the effects of fluctuating foreign currency exchange rates on our cash flows denominated
in foreign currencies. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value
of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the
extent of the spot-forward differences. These differences are not expected to be significant due to the short-term
nature of the contracts, which to date, have typically had maturities at inception of 90 days or less. The net cash
received or paid related to our derivative instruments are classified in other investing activities in our consolidated
statements of cash flows. Counterparties to forward contracts consist of major global financial institutions. We
monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit
exposure to any one party. We do not use derivatives for trading or speculative purposes. We did not enter into any
cash flow, fair value or net investment hedges during the years ended December 31, 2024, 2023 or 2022. Refer to
“Note 3: Financial Instruments and Fair Value Measurements” for additional information on our derivatives.
Fair Value Measurements and Disclosures
We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities
that are recognized or disclosed at fair value in the financial statements on a recurring basis. We measure assets and
liabilities at fair value based on the expected exit price, which is the amount that would be received on the sale of an
asset or amount paid to transfer a liability, as the case may be, in an orderly transaction between market participants
in the principal or most advantageous market in which we would transact. As such, fair value may be based on
assumptions that market participants would use in pricing an asset or liability at the measurement date. The
authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on
either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical
level. GAAP provides the following hierarchical levels of inputs used to measure fair value:

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Level 1—Valuations are based on quoted market prices for identical assets and liabilities in active
markets.
Level 2—Valuations are based on observable inputs other than quoted market prices included in Level
1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or
similar assets and liabilities in markets that are not active, or other inputs that are observable or can be
corroborated by observable market data.
Level 3—Valuations are based on unobservable inputs reflecting our own assumptions, consistent with
reasonably available assumptions made by other market participants. These valuations require significant
judgment.
Debt Issuance Costs
We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the
carrying amount of the related debt liability, and amortize these costs using the effective interest rate method to
interest expense over the term of the debt. We also defer costs we incur to enter into a credit facility or to amend our
existing revolving credit facility, which are presented on the consolidated balance sheet as a long-term asset, and
amortize these costs using the effective interest rate method to interest expense over the term of the credit facility.
Certain Risks and Concentrations
Our business is subject to certain risks and concentrations, including a concentration related to dependence on
our relationships with our customers. For the year ended December 31, 2024, Booking (and its subsidiaries)
accounted for 10% or more of our consolidated revenue, and together with Expedia (and its subsidiaries), our two
most significant travel partners, accounted for approximately 22% of our consolidated revenue. For the years ended
December 31, 2023 and 2022, Expedia and Booking each accounted for 10% or more of our consolidated revenue,
and together accounted for approximately 25% and 31%, respectively, of our consolidated revenue. Nearly all of this
concentration of revenue is recorded in our Brand Tripadvisor segment during these reporting periods.
Additionally, our business is dependent on relationships with third-party service providers that we rely on to
fulfill service obligations to our customers where the Company is the merchant of record, such as our experience
operators. However, no one 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. Refer to “Note 18: Segment and Geographic Information”
for information regarding concentrations related to geographic and product revenues and fixed assets by geographic
location. As of both December 31, 2024 and 2023, Expedia accounted for approximately 10% of our consolidated
accounts receivable, net.
Financial instruments, which potentially subject us to concentration of credit risk, generally consist, at any
point in time, of cash and cash equivalents, corporate debt securities, forward contracts, capped calls, and accounts
receivable. We maintain cash balances with financial institutions that are in excess of Federal Deposit Insurance
Corporation insurance limits in the U.S. and similar government programs outside the U.S. Our cash and cash
equivalents are generally composed of available on demand bank deposits or term deposits with several major global
financial institutions, as well as money market funds, primarily denominated in U.S. dollars, and to a lesser extent
Euros, British pounds, and Australian dollars. We may invest in highly-rated corporate debt securities, and our
investment policy limits the amount of credit exposure to any one issuer, industry group and currency. Our credit
risk related to corporate debt securities is also mitigated by the relatively short maturity period required by our
investment policy. Forward contracts and capped calls are transacted with major international financial institutions
with high credit standings. Forward contracts, which, to date, have typically had maturities of less than 90 days, also
mitigate risk. Our overall credit risk related to accounts receivable is mitigated by the relatively short collection
period.
Contingent Liabilities
Periodically, we review the status of all significant outstanding matters to assess any potential financial
exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount

89
of the loss can be reasonably estimated, we record the estimated loss in our consolidated statement of operations.
We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet
both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to
the consolidated financial statements. Significant judgment may be required to determine the probability that a
liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best
information available at the time which can be highly subjective. The final outcome of these matters could vary
significantly from the amounts included in the accompanying consolidated financial statements.
Treasury Stock
Shares of our common stock repurchased, including incremental direct costs to purchase treasury stock,
including excise tax, are recorded at cost as treasury stock and result in the reduction of stockholders' equity on our
consolidated balance sheet. We may reissue these treasury shares. When treasury shares are reissued, we use the
average cost method for determining the cost of reissued shares. If the issuance price is higher than the cost, the
excess of the issuance price over the cost is credited to additional paid-in-capital. If the issuance price is lower than
the cost, the difference is first charged against any credit balance in additional paid-in-capital from the previous
issuances of treasury stock and any remaining balance is charged to retained earnings.
Earnings Per Share (“EPS”)
Basic Earnings Per Share Attributable to Common Stockholders
We compute basic earnings per share, or Basic EPS, by dividing net income (loss) by the weighted average
number of common shares outstanding during the period. We compute the weighted average number of common
shares outstanding during the reporting period using the total of common stock and Class B common stock
outstanding as of the last day of the previous year end reporting period plus the weighted average of any additional
shares issued and outstanding less the weighted average of any common shares repurchased during the reporting
period.
Diluted Earnings Per Share Attributable to Common Stockholders
Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares
outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock
method. We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of
common and common equivalent shares outstanding during the period. We compute the weighted average number
of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares
of common stock and Class B common stock used in the Basic EPS calculation as indicated above; (ii) if dilutive,
the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding
common equivalent shares, primarily stock options and restricted stock units using the treasury stock method; and
(iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable
as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency
period.
Under the treasury stock method, the assumed proceeds calculation includes the actual proceeds to be received
from the employee upon exercise of outstanding equity awards and the average unrecognized compensation cost
during the period. The treasury stock method assumes that a company uses the proceeds from the exercise of an
equity award to repurchase common stock at the average market price for the reporting period.
In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior
Notes outstanding during the period is also included in our weighted average number of shares outstanding used to
calculate Diluted EPS using the if-converted method under GAAP, as share settlement is presumed. When
convertible notes are dilutive, interest expense, net of tax, is added back to net income attributable to common
stockholders to calculate Diluted EPS. Capped Calls are excluded from the calculation of Diluted EPS, as they
would be antidilutive. However, upon conversion of the 2026 Senior Notes, unless the market price of our common
stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026

90
Senior Notes from the conversion price up to the cap price. As of December 31, 2024, 2023, and 2022, the market
price of a share of our common stock did not exceed the $107.36 cap price. Refer to “Note 8: Debt” for further
information regarding our 2026 Senior Notes and Capped Calls.
In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their
inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, Diluted EPS is
the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect
is antidilutive.
Recently Adopted Accounting Pronouncement
In November 2023, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance
which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are
regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of
segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures
of a reportable segment’s profit or loss and assets. This guidance is effective for annual periods beginning after
December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early
adoption permitted, including adoption in any interim period. We adopted this accounting guidance on December
31, 2024, and applied it retrospectively to all prior periods presented in our consolidated financial statements. The
adoption of this accounting guidance did not result in a change to our previously reported segments revenue or
adjusted EBITDA. Refer to “Note 18: Segment and Geographic Information” for our reportable segment disclosure
information required under the adoption of this accounting guidance, including significant segment expenses that are
regularly provided to our CODM.
New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued new accounting guidance that clarifies the requirements for determining
whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This
guidance is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods
within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments
in ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).
In November 2024, the FASB issued new accounting guidance expanding disclosure requirements related to
certain income statement expenses. The guidance requires tabular footnote disclosure of certain operating expenses
disaggregated into categories, such as employee compensation, depreciation, and intangible asset amortization,
included within each interim and annual income statement's expense caption, as applicable. This guidance is
effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after
December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.
In December 2023, the FASB issued new accounting guidance requiring entities to provide additional
information in the income tax rate reconciliation and additional disclosures about income taxes paid. The new
accounting guidance requires entities to disclose in their rate reconciliation table additional categories of information
about federal, state and foreign income taxes and to provide more details about the reconciling items in some
categories if the items meet a quantitative threshold. This guidance is effective for annual periods beginning after
December 15, 2024, and should be applied prospectively, but entities have the option to apply it retrospectively for
each period presented. Early adoption is permitted for annual financial statements that have not yet been issued or
made available for issuance.
We are currently considering our timing of adoption and are in the process of evaluating the impact of
adopting these newly issued accounting rules on our consolidated financial statements and related disclosures.

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NOTE 3: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Cash, Cash Equivalents and Marketable Securities
As of both December 31, 2024 and 2023, we had approximately $1.1 billion of cash and cash equivalents,
which consisted of available on demand bank deposits and money market funds, with maturities of 90 days or less at
the date of purchase, in each case, with major global financial institutions. We had no outstanding investments
classified as either short-term or long-term marketable securities as of December 31, 2024 and 2023, respectively,
and there were no purchases or sales of any marketable securities during the years ended December 31, 2024, 2023
and 2022.
The following table shows our cash and cash equivalents, which are measured at fair value on a recurring
basis and categorized using the fair value hierarchy, as well as their classification on our consolidated balance sheets
as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Amortized
Cost
Fair Value
(1)
Cash and
Cash
Equivalents
Amortized
Cost
Fair Value
(1)
Cash and
Cash
Equivalents
(in millions)
Cash
$
742
$
742
$
742
$
685
$
685
$
685
Level 1:
Money market funds
322
322
322
382
382
382
Total
$
1,064
$
1,064
$
1,064
$
1,067
$
1,067
$
1,067
(1)
We did not have any unrealized gains and losses related to our cash equivalents.
We generally classify cash equivalents and marketable securities, if any, within Level 1 and Level 2 as we
value these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). The
valuation technique we use to measure the fair value of money market funds is derived from quoted prices in active
markets for identical assets or liabilities. Fair values for Level 2 investments are considered “Level 2” valuations
because they are obtained from independent pricing sources for identical or comparable instruments, rather than
direct observations of quoted prices in active markets. Our procedures include controls to ensure that appropriate fair
values are recorded, including comparing the fair values obtained from our independent pricing services against fair
values obtained from another independent source.
Derivative Financial Instruments
We generally use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our
cash flows for the Euro versus the U.S. Dollar. For the periods ended December 31, 2024, 2023 and 2022,
respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90
days. Our outstanding or unsettled forward contracts were carried at fair value on our consolidated balance sheets at
December 31, 2024 and 2023. We measure the fair value of our outstanding or unsettled derivatives using Level 2
fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign
currency exchange rates in active markets. We recognize any gain or loss resulting from the change in fair value of
our forward contracts in other income (expense), net on our consolidated statement of operations. We recorded a net
gain of $1 million and $4 million for the years ended December 31, 2024 and 2022, respectively, related to our
forward contracts, while this amount was not material for the year ended December 31, 2023.
The following table shows the notional principal amounts of our outstanding derivative instruments for the
periods presented:
December 31, 2024
December 31, 2023
(in millions)
Foreign currency exchange-forward contracts (1)(2)
$
11
$
9
(1)
Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. These outstanding
derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.

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(2)
The fair value of our outstanding derivatives as of December 31, 2024 and 2023, respectively, was not material. The notional
amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the
consolidated balance sheet.
Other Financial Assets and Liabilities
As of December 31, 2024 and 2023, financial instruments not measured at fair value on a recurring basis
including accounts payable, accrued expenses and other current liabilities, and deferred merchant payables, were
carried at cost on our consolidated balance sheets, which approximates their fair values because of the short-term
nature of these items. Accounts receivable, including contract assets as described below, as well as certain other
financial assets, are measured at amortized cost and are carried at cost less an allowance for expected credit losses
on our consolidated balance sheet to present the net amount expected to be collected.
Accounts Receivable, net
The following table provides information about the opening and closing balances of accounts receivable,
including contract assets, net of allowance for expected credit losses, from contracts with customers as of the dates
presented:
December 31,
2024
December 31,
2023
(in millions)
Accounts receivable
$
187
$
177
Contract assets
20
15
Total
$
207
$
192
Contract assets are rights to consideration in exchange for services that we have transferred to a customer
when that right is conditional on something other than the passage of time, such as commission payments that are
contingent upon the completion of the service by the principal in the transaction. The difference between the
opening and closing balances of our contract assets primarily results from the timing difference between when we
satisfy our performance obligations and the time when the principal completes the service in the transaction. There
were no significant changes in contract assets during the years ended December 31, 2024 and 2023 related to
business combinations, impairments, cumulative catch-ups or other material adjustments.
Fair Value of Long-Term Debt
The following table shows the aggregate principal and fair value amount of the 2025 Senior Notes, 2026
Senior Notes, and Term Loan B Facility as of the dates presented, primarily classified as long-term debt on our
consolidated balance sheets, and are considered Level 2 fair value measurements. Refer to “Note 8: Debt” for
additional information related to our 2025 Senior Notes, 2026 Senior Notes, and Term Loan B Facility.
December 31, 2024
December 31, 2023
Principal
Unamortized
Debt
Issuance
Costs
Carrying
Value
Fair
Value (1)
Principal
Unamortized
Debt
Issuance
Costs
Carrying
Value
Fair
Value (1)
(in millions)
2026 Senior Notes
$
345
$
(2) $
343
$
323
$
345
$
(3) $
342
$
304
Term Loan B Facility (2)
499
(6)
493
504
—
—
—
—
2025 Senior Notes (2)
—
—
—
—
500
(3)
497
502
(1)
We estimate the fair value of the 2025 Senior Notes, 2026 Senior Notes, and Term Loan B Facility based on recently reported
market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source.
(2)
During the third quarter of 2024, the Company issued the $500 million Term Loan B Facility and used these borrowed funds to
redeem all $500 million aggregate principal amount of the Company's outstanding 2025 Senior Notes. Refer to “Note 8: Debt”
for further information.

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The Company did not have any assets or liabilities measured at fair value on a recurring basis using Level 3
unobservable inputs at both December 31, 2024 and 2023.
Assets Measured at Fair Value on a Non-recurring Basis
Non-Marketable Investments
Equity Securities Accounted for under the Equity Method
In November 2019, the Company and Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com
Group Limited, entered into an agreement to combine certain assets in China through the creation of a new entity,
Chelsea Investment Holding Company PTE, Ltd. Tripadvisor contributed a portion of its business in China,
including a long-term exclusive brand and content license and other assets, in return for a 40% equity investment in
Chelsea Investment Holding Company PTE Ltd. This investment resulted in the Company recording an initial equity
method investment of $41 million and a $39 million deferred income liability attributable to the brand and content
license in the fourth quarter of 2019. The Company expects to earn the deferred income ratably over a 15-year
period, congruent with the initial term of the brand and content license, which is recorded in other income (expense),
net on the consolidated statement of operations.
The Company accounts for this minority investment under the equity method, given it has the ability to
exercise significant influence over, but not control, the investee. The carrying value of this minority investment was
$28 million and $30 million as of December 31, 2024 and 2023, respectively, and is included in non-marketable
investments on our consolidated balance sheets. During each of the years ended December 31, 2024, 2023 and 2022,
we recognized a loss of $2 million, representing our share of the investee’s net loss in other income (expenses), net
within the consolidated statements of operations. The Company evaluates this investment for impairment when
factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment
may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value
of the investment based on Level 3 inputs, is recognized in earnings when an impairment is deemed to be other than
temporary. Due to ongoing operating losses, we performed a qualitative assessment to evaluate whether this equity
investment is impaired as of December 31, 2024. During the years ended December 31, 2024, 2023 and 2022,
respectively, we did not record any impairment loss on this equity investment. The remaining deferred income
liability of $26 million is presented in accrued expenses and other current liabilities and other long-term liabilities on
our consolidated balance sheet of $3 million and $23 million, respectively, as of December 31, 2024.
The Company has various commercial agreements with Chelsea Investment Holding Company PTE Ltd.
and/or its subsidiaries. Transactions under these agreements with the equity method investee are considered related-
party transactions, and were not material for the years ended December 31, 2024, 2023 and 2022, respectively.
Other Equity Investments
We also hold a minority investment in equity securities of a privately-held company and does not have a
readily determinable fair value. As of both December 31, 2024 and 2023, the total carrying value of this investment
was $2 million, and included in non-marketable investments on our consolidated balance sheets.
Our policy is to measure this equity investment at cost less impairment, if any, plus or minus changes resulting
from observable price changes in orderly transactions for the identical or a similar investment of the same issuer
such observable price changes may include instances where the investee issues equity securities to new investors,
thus creating a new indicator of fair value, as an example. On a quarterly basis, we perform a qualitative assessment
considering impairment indicators, if any, to evaluate whether this investment is impaired and monitor for any
observable price changes. During the years ended December 31, 2024, 2023 and 2022, we did not record any
impairment loss on this equity investment or note any observable price change indicators.

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Other Long-Term Assets
In June 2020, the Company was issued collateralized notes (the “Notes Receivable”) with a total principal
amount of $20 million from a privately-held company, in exchange for an existing equity investment held in the
investee by the Company, and other-long term receivables, net, which the Company held due from the same
investee. The Company classified the Notes Receivable as held-to-maturity, as the Company has concluded it has
the positive intent and ability to hold the Notes Receivable until maturity, with 50% due June 2028 and the
remaining 50% due June 2030, or the date on which there is a change in control, whichever is earlier. As of both
December 31, 2024 and 2023, the carrying value of the Notes Receivable was $9 million, net of accumulated
allowance for credit losses, and is classified in other long-term assets, net on our consolidated balance sheet at
amortized cost. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to
evaluate whether the Notes Receivable are impaired and monitor for changes to our allowance for expected credit
losses.
Other non-financial assets, such as property and equipment, goodwill, intangible assets, and operating lease
right-of-use assets are adjusted to fair value when an impairment charge is recognized or the underlying investment
is sold. Such fair value measurements, if necessary, are based predominately on Level 3 inputs. Refer to “Note 4:
Property and Equipment, Net,” “Note 5: Leases” and “Note 6: Goodwill and Intangibles Assets, Net” for additional
information regarding those assets.
NOTE 4: PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following as of the dates presented:
December 31,
2024
December 31,
2023
(in millions)
Capitalized website development
$
558
$
510
Finance lease right-of-use asset (Note 5)
114
114
Leasehold improvements
24
37
Computer equipment and purchased software
56
64
Furniture, office equipment and other
15
17
767
742
Less: accumulated depreciation
(567)
(551)
Total
$
200
$
191
As of December 31, 2024 and 2023, the carrying value of our capitalized website development costs, net of
accumulated amortization, was $115 million and $103 million, respectively. For the years ended December 31,
2024, 2023 and 2022, we capitalized $73 million, $66 million and $56 million, respectively, related to website
development costs. For the years ended December 31, 2024, 2023 and 2022, we recorded amortization of capitalized
website development costs of $59 million, $55 million and $61 million, respectively, which is included in
depreciation expense on our consolidated statements of operations. During the year ended December 31, 2024, we
retired and subsequently disposed of certain capitalized website development projects, leasehold improvements and
computer equipment and purchased software, which were no longer in use and fully depreciated, with a total gross
cost and related accumulated depreciation of $54 million.

95
NOTE 5: LEASES
Operating and finance lease assets and liabilities consist of the following as of the dates presented:
December 31,
December 31,
Presentation on Consolidated Balance Sheet
2024
2023
(in millions)
Noncurrent Lease Assets:
Finance lease
Property and equipment, net
$
57
$
67
Operating lease
Operating lease right-of-use-assets
17
15
Total lease assets
$
74
$
82
Current Lease Liabilities:
Finance lease
Accrued expenses and other current liabilities
$
7
$
6
Operating lease
Accrued expenses and other current liabilities
6
10
Total current lease liabilities
13
16
Noncurrent Lease
Liabilities:
Finance lease
Finance lease liability, net of current portion
43
51
Operating lease
Operating lease liabilities, net of current portion
11
6
Total noncurrent lease liabilities
54
57
Total lease liabilities
$
67
$
73
As of December 31, 2024, we did not have any additional operating or finance leases that have not yet
commenced but that create significant rights and obligations for us.
The components of lease expense were as follows for the periods presented:
Year ended December 31,
2024
2023
2022
(in millions)
Operating lease cost (1)
$
14
$
17
$
19
Finance lease cost:
Amortization of right-of-use assets (2)
$
10
$
10
$
10
Interest on lease liabilities (3)
2
3
3
Total finance lease cost
$
12
$
13
$
13
Sublease income (1)
(3)
(5)
(9)
Total lease cost, net
$
23
$
25
$
23
(1)
Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of
operations.
(2)
Amount is included in depreciation expense in our consolidated statements of operations.
(3)
Amount is included in interest expense in our consolidated statements of operations.

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Additional information related to our leases is as follows for the periods presented:
Year ended December 31,
2024
2023
2022
Supplemental Cash Flows Information:
(in millions)
Cash paid for amounts included in the
measurement of lease liabilities:
Operating cash outflows from operating leases
$
12
$
17
$
22
Operating cash outflows from finance lease
2
4
3
Financing cash outflows from finance lease
7
8
6
Right-of-use assets obtained in exchange for
lease liabilities:
Operating leases
$
13
$
4
$
2
Year ended December 31,
2024
2023
Weighted-average remaining lease term:
Operating leases
5.1 years
2.0 years
Finance lease
6.0 years
7.0 years
Weighted-average discount rate:
Operating leases
5.5%
4.1%
Finance lease
4.5%
4.5%
Future lease payments under non-cancelable leases as of December 31, 2024 were as follows:
Year Ending December 31,
Operating
Leases
Finance Lease
(in millions)
2025
$
7
$
10
2026
4
10
2027
2
10
2028
2
9
2029
1
9
Thereafter
4
9
Total future lease payments
20
57
Less imputed interest
(3)
(7)
Total lease liabilities
$
17
$
50

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NOTE 6: GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following table summarizes our goodwill activity by reportable segment for the periods presented:
Brand
Tripadvisor
Viator
TheFork
Total
(in millions)
Balance as of December 31, 2022
$
599
$
119
$
104
$
822
Foreign currency translation
adjustments
2
1
4
7
Balance as of December 31, 2023
$
601
$
120
$
108
$
829
Foreign currency translation
adjustments
—
(3)
(12)
(15)
Balance as of December 31, 2024
$
601
$
117
$
96
$
814
There were no goodwill impairment charges recognized on our consolidated statements of operations during
the years ended December 31, 2024, 2023, or 2022. Refer to “Note 2: Significant Accounting Policies” for
discussion regarding the Company’s 2024 goodwill impairment assessment. As of both December 31, 2024 and
2023, accumulated goodwill impairment losses totaled $3 million, which was associated with the Brand Tripadvisor
segment.
Intangibles
Intangible assets, acquired in business combinations and recorded at fair value on the date of purchase,
consisted of the following as of the dates presented:
December 31,
2024
2023
(in millions)
Intangible assets with definite lives
$
195
$
221
Less: accumulated amortization
(189)
(208)
Intangible assets with definite lives, net
6
13
Intangible assets with indefinite lives (1)
30
30
Total
$
36
$
43
(1)
Indefinite-lived intangible assets include trade names and trademarks for Brand Tripadvisor.
Amortization expense for definite-lived intangible assets was $6 million, $9 million, and $13 million, for the
years ended December 31, 2024, 2023 and 2022, respectively.
There were no impairment charges recognized to our consolidated statements of operations for the years ended
December 31, 2024, 2023 and 2022 related to our intangible assets. Refer to “Note 2: Significant Accounting
Policies” for discussion regarding the Company’s 2024 indefinite-lived intangible impairment assessment.

98
The following table presents the components of our intangible assets with definite lives as of the dates
presented:
December 31, 2024
December 31, 2023
Weighted
Average
Gross
Net
Gross
Net
Remaining
Life
Carrying
Accumulated
Carrying
Carrying
Accumulated
Carrying
(in years)
Amount
Amortization
Amount
Amount
Amortization
Amount
(in millions)
(in millions)
Trade names and trademarks
—
$
44
$
(44) $
—
$
48
$
(45) $
3
Customer lists and supplier
relationships
2.9
89
(84)
5
97
(90)
7
Subscriber relationships
—
22
(22)
—
34
(33)
1
Technology and other
0.9
40
(39)
1
42
(40)
2
Total
2.5
$
195
$
(189) $
6
$
221
$
(208) $
13
Our definite-lived intangible assets are being amortized on a straight-line basis. The straight-line method of
amortization is currently our best estimate, or approximates to date, the distribution of the economic use of these
intangible assets.
The estimated amortization expense for intangible assets with definite lives for each of the next five years, and
the expense thereafter, assuming no subsequent impairment of the underlying assets or change in estimate of
remaining lives, is expected to be as follows (in millions):
2025
$
3
2026
2
2027
1
2028
—
2029
—
2030 and thereafter
—
Total
$
6
NOTE 7: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following as of the dates presented:
December 31, 2024
December 31, 2023
(in millions)
Accrued salary, bonus, and other employee-related benefits
$
74
$
70
Accrued marketing costs
67
67
Interest payable (1)
1
17
Finance lease liability - current portion (2)
7
6
Operating lease liabilities - current portion (2)
6
10
Non-income taxes payable (3)
18
16
Accrued legal contingencies (4)
10
—
Restructuring and other related reorganization costs (5)
5
13
Other
61
53
Total
$
249
$
252
(1)
Amount for the year ended December 31, 2023 relates primarily to interest accrued on our 2025 Senior Notes. Refer to “Note 8:
Debt” for further information.
(2)
Refer to “Note 5: Leases” for further information regarding our lease obligations.
(3)
Amount relates primarily to digital service taxes.
(4)
Refer to “Note 11: Commitments and Contingencies” for further information.
(5)
The following table summarizes our restructuring and other related reorganization costs for the periods presented:

99
Employee
Severance and
Benefits
Other (2)
Total
(in millions)
Accrued liability as of December 31, 2022
$
—
$
—
$
—
Charges (1)
22
—
22
Payments
(9)
—
(9)
Accrued liability as of December 31, 2023
$
13
$
—
$
13
Charges (2)
3
18
21
Payments
(11)
(18)
(29)
Accrued liability as of December 31, 2024
$
5
$
—
$
5
(1)
During the third quarter of 2023, the Company approved and subsequently initiated a set of actions across its businesses
in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic
initiatives. These actions taken by the Company resulted in reduced global headcount. As a result, the Company
incurred estimated pre-tax restructuring and other related reorganization costs of $22 million during the year ended
December 31, 2023, consisting of employee severance and related benefits. We expect the majority of remaining unpaid
costs as of December 31, 2024 to be disbursed during the first quarter of 2025.
(2)
During the fourth quarter of 2024, the Company approved and subsequently initiated a set of actions across its
businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its
strategic initiatives. As a result, the Company incurred and paid a one-time contract termination fee to a third-party
professional services firm of $18 million within its Brand Tripadvisor segment. In addition, these actions also included
estimated pre-tax restructuring and other related reorganization costs of $3 million during the three months ended
December 31, 2024, which consisted of employee severance and related benefits, and expect to be paid during the first
quarter of 2025.
NOTE 8: DEBT
The Company’s outstanding debt consisted of the following as of the dates presented:
December 31, 2024
December 31, 2023
(in millions)
Short-term debt:
Term Loan B Facility
$
5
$
—
Total short-term debt
$
5
$
—
Long-term debt:
Term Loan B Facility due 2031
$
494
$
—
0.25% Convertible 2026 Senior Notes due 2026
345
345
7.00% 2025 Senior Notes due 2025
—
500
Unamortized Debt Issuance Costs
(8)
(6)
Total long-term debt
$
831
$
839
Credit Agreement
We are party to a credit agreement with a group of lenders initially entered into in June 2015 and, amended
and restated in June 2023 (the “Credit Agreement”), which, among other things, provides for a $500 million secured
revolving credit facility (the “Credit Facility”). The Credit Facility has a maturity date of June 29, 2028 (unless, on
any date that is 91 days prior to the final scheduled maturity date in respect of any indebtedness outstanding under
certain “specified debt,” the aggregate outstanding principal amount of such specified debt is $200 million or more,
then the maturity date will be such business day). On July 8, 2024, the Company entered into the First Amendment

100
to its Credit Agreement (the “Amended Credit Agreement”), which implements the Term Loan B Facility (discussed
below); and among other things:
•
Does not change the aggregate amount of revolving commitments available at $500 million related to
our Credit Facility;
•
Makes certain adjustments to the definition of “Consolidated EBITDA”;
•
Increases the Available Amount by the portion of excess cash flow and asset sale, casualty and
condemnation mandatory prepayments declined by lenders under the Term Loan B Facility, which may
be used to make restricted payments and investments;
•
Adds a separate dollar basket not to exceed the greater of $195 million and 50% of Consolidated
EBITDA for capital leases and purchase money debt;
•
Adds a separate “ratio debt” basket for additional indebtedness up to 3.5 times pro forma Total Net
Leverage Ratio, subject to certain customary limitations; and
•
Adds customary extension and modification and refinancing facility provisions.
The Amended Credit Agreement includes certain customary restrictions on the ability of the Company and its
subsidiaries to, among other things, incur additional indebtedness, grant additional liens, and make investments,
acquisitions, dispositions, distributions, and other payments, with certain exceptions as more specifically described
in the Amended Credit Agreement. The Amended Credit Agreement contains customary events of default and
modifies the cross-default provision so that the Term Loan B Facility includes a customary cross-acceleration event
of default with the Credit Facility under the Amended Credit Agreement. If an event of default occurs and is
continuing, then, among other things, the lenders under the Credit Facility and/or the Term Loan B Facility, as
applicable, may declare any outstanding Credit Facility and/or Term Loan B Facility obligations, as applicable,
under the Amended Credit Agreement to be immediately due and payable and exercise their rights and remedies
against the collateral. The obligations under the Amended Credit Agreement are secured by substantially all assets,
whether personal, tangible or intangible, of the Company and the Subsidiary Loan Parties as granted under the
Security Documents. Any term not otherwise defined herein shall have the meaning ascribed to it in the Amended
Credit Agreement.
Credit Facility
As of December 31, 2024 and 2023, we had no outstanding borrowings from the Credit Facility. The Credit
Facility also includes $15 million of borrowing capacity available for letters of credit and $40 million for swing-line
borrowings on same-day notice. As of December 31, 2024 and 2023, we had issued $3 million and $4 million,
respectively, of undrawn standby letters of credit under the Credit Facility. For the years ended December 31, 2024,
2023 and 2022, we recorded total commitment fees on the Credit Facility of $1 million to interest expense on our
consolidated statements of operations. The Amended Credit Agreement, among other things, requires us to maintain
a maximum total net leverage ratio of 4.5 to 1.0 solely in respect to the Credit Facility and contains certain
customary affirmative and negative covenants and events of default, including a change of control. As of
December 31, 2024 and 2023, the Company was in compliance with its existing covenants.
The Company may borrow from the Credit Facility in U.S. dollars, Euros and Sterling. Borrowings under the
Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Adjusted
Term SOFR rate for the interest period in effect for such borrowing in U.S. dollars, the EURIBO rate for the interest
period in effect for such borrowings in Euro and the Daily Simple SONIA rate for the interest period in effect for
such borrowings in Sterling; plus, in each case, an applicable margin ranging from 1.75% to 2.50% (“Term
Benchmark/RFP Spread”), based on the Company’s total net leverage ratio; or (ii) the Alternate Base Rate (“ABR”),
which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such
day plus 1/2 of 1.00% per annum, and (c) the Adjusted Term SOFR for an interest period of one month as published
two US Government Securities Business Days prior to such day (or if such day is not a US Government Securities
Business Day, the immediately preceding US Government Securities Business Day) plus 1.00% plus an applicable
margin ranging from 0.75% to 1.50%, based on the Company’s total net leverage ratio. In addition, we are required
to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the daily unused portion
of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit. As of

101
December 31, 2024, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s
total net leverage ratio.
In connection with the Amended Credit Agreement, we incurred lender fees and other debt financing costs of
$1 million under the Credit Facility. These costs were capitalized as deferred financing costs in other long-term
assets on our consolidated balance sheet as of December 31, 2024. As of both December 31, 2024 and 2023, the
Company had $4 million remaining in deferred financing costs in connection with the Credit Facility. These costs
will be amortized over the remaining term of the Credit Facility, using the effective interest rate method, and
recorded to interest expense on our consolidated statement of operations.
There is no specific repayment date prior to the maturity date for any borrowings under the Amended Credit
Agreement. We may voluntarily repay any outstanding borrowing under the Credit Facility at any time without
premium or penalty, other than customary breakage costs with respect to Term Benchmark loans. Additionally, the
Company believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit
the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, we intend to classify any
future borrowings under this facility as long-term debt.
Term Loan B Facility
On July 8, 2024, under the Amended Credit Agreement, the Company issued a $500 million Term Loan B
Facility maturing July 8, 2031, with an interest rate based on secured overnight financing rate ("SOFR") plus 2.75%.
On July 15, 2024, the Company used these borrowed funds to fully redeem its outstanding 2025 Senior Notes. As of
December 31, 2024, the interest rate on the Term Loan B Facility was 7.11% and the weighted-average interest rate
on the Term Loan B Facility was 7.74% for the year ended December 31, 2024. The Term Loan B Facility was
offered at 99.75% of par and is required to be paid down at 1.00% of the aggregate principal amount per year,
repayable in quarterly installments on the last day of each calendar quarter, commencing December 31, 2024, equal
to 0.25% of the original principal amount with the balance due on the maturity date. Principal payments of $1
million were made during the year ended December 31, 2024. The Term Loan B Facility has no financial covenants.
In connection with the issuance of the Term Loan B Facility, we incurred $7 million of debt issuance costs,
comprised of the initial purchasers’ discount, lender fees, and other debt financing costs. These debt issuance costs
will be amortized over the remaining term of the Term Loan B Facility, using the effective interest rate method, and
recorded to interest expense on our consolidated statement of operations. As of December 31, 2024, unpaid interest
on the Term Loan B Facility was not material and $19 million was recorded as interest expense on our consolidated
statement of operations during the year ended December 31, 2024.
2025 Senior Notes
On July 15, 2024, as noted above, the Company redeemed all $500 million aggregate principal amount of the
Company’s outstanding 2025 Senior Notes, in addition to the settlement of accrued and unpaid interest. As a result,
we recognized a loss on extinguishment of debt of $2 million, which primarily consisted of a non-cash write-off of
unamortized debt issuance costs, and is included in Other income (expense), net on our consolidated statement of
operations the year ended December 31, 2024.
As of December 31, 2023, unpaid interest on our 2025 Senior Notes was $16 million and was included in
accrued expenses and other current liabilities on our consolidated balance sheets. During the years ended
December 31, 2024, 2023 and 2022, we recorded $19 million, $35 million, and $35 million of interest expense,
respectively, on our consolidated statements of operations.
2026 Senior Notes
On March 25, 2021, we entered into a purchase agreement for the sale of $345 million aggregate principal
amount of 0.25% Convertible 2026 Senior Notes due 2026 (the “2026 Senior Notes”) in a private offering to
qualified institutional buyers. The terms of the 2026 Senior Notes are governed by an Indenture, dated March 25,
2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee. The 2026 Senior

102
Notes mature on April 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Senior Notes are senior
unsecured obligations of the Company, although guaranteed by certain of the Company’s domestic subsidiaries,
with interest payable semiannually in arrears on April 1 and October 1 of each year. As of December 31, 2024 and
2023, unpaid interest on our 2026 Senior Notes was not material.
The 2026 Senior Notes are redeemable, in whole or in part, at our option at any time, and from time to time,
beginning after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date,
at a cash redemption price equal to the principal amount of the 2026 Senior Notes to be redeemed, plus accrued and
unpaid interest, if any, but only if the last reported sale price per share of our common stock exceeds 130% of the
conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive
trading days ending on, and including, the trading day immediately before the date we send the related redemption
notice; and (2) the trading day immediately before the date we send such notice. In addition, calling any such note
for redemption will constitute a make-whole fundamental change with respect to that note, in which case the
conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted
after it is called for redemption.
The 2026 Senior Notes are unconditionally guaranteed, on a joint and several basis, by the guarantors on a
senior, unsecured basis. The 2026 Senior Notes are our general senior unsecured obligations and rank equally in
right of payment with all of our existing and future senior indebtedness, and senior in right of payment to all of our
future subordinated indebtedness. The 2026 Senior Notes will be effectively subordinated to any of our existing and
future secured indebtedness, including borrowings under the Amended Credit Agreement, to the extent of the value
of the assets securing such indebtedness.
Holders may convert their 2026 Senior Notes at any time prior to the close of business on the business day
immediately preceding January 1, 2026, in multiples of $1,000 principal amount, only under the following
conditions and circumstances:
•
during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only
during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading
days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last
trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the
conversion price on each applicable trading day;
•
during the five business day period after any five consecutive trading day period (the “measurement
period”) in which the trading price per $1,000 principal amount of 2026 Senior Notes for each trading
day of the measurement period was less than 98% of the product of the last reported sale price of our
common stock and the conversion rate on each such trading day; or
•
upon the occurrence of specified corporate events as described in the 2026 Indenture.
In addition, holders may convert their 2026 Senior Notes, in multiples of $1,000 principal amount, at their
option at any time beginning on or after January 1, 2026, and prior to the close of business on the second scheduled
trading day immediately preceding the stated maturity date of the 2026 Senior Notes, without regard to the
foregoing circumstances.
The initial conversion rate for the 2026 Senior Notes is 13.5483 shares of common stock per $1,000 principal
amount of 2026 Senior Notes, which is equivalent to an initial conversion price of approximately $73.81 per share
of common stock, or approximately 4.7 million shares of common stock, subject to adjustment upon the occurrence
of certain specified events as set forth in the 2026 Indenture. Upon conversion, the Company may choose to pay or
deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock.
The Company accounts for the 2026 Senior Notes as a liability measured at its amortized cost, and no other
features of the 2026 Senior Notes are bifurcated and recognized as a derivative. The proceeds from the issuance of
the 2026 Senior Notes were approximately $340 million, net of debt issuance costs of $5 million comprised
primarily of the initial purchasers’ discount, and the Company used a portion of the proceeds from the 2026 Senior
Notes to enter into capped call transactions, as discussed below. The Company intends to use the remainder of the
proceeds from this offering for general corporate purposes, which may include repayment of debt. The debt issuance

103
costs are being amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method,
and recorded to interest expense on our consolidated statement of operations. During the years ended December 31,
2024, 2023 and 2022, our effective interest rate on our 2026 Senior Notes, including debt issuance costs, was
approximately 0.33%, 0.40% and 0.47%, respectively, and $1 million was recorded as interest expense on our
consolidated statements of operations for each of the years ended December 31, 2024, 2023 and 2022.
The 2026 Senior Notes do not contain any financial covenants, restrictions on dividends, incurrence of senior
debt or other indebtedness, or restrictions on the issuance or repurchase of securities by the Company.
Capped Call Transactions
In connection with the issuance of the 2026 Senior Notes, the Company entered into privately negotiated
capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Senior Notes and/or
their respective affiliates and/or other financial institutions (the “Option Counterparties”) at a cost of approximately
$35 million. The Capped Calls are separate transactions entered into by the Company with each of the Option
Counterparties, and are not part of the terms of the 2026 Senior Notes and therefore will not affect any noteholder’s
rights under the 2026 Senior Notes. Noteholders will not have any rights with respect to the Capped Calls.
The Capped Calls cover, subject to anti-dilution adjustments, substantially similar to those applicable to the
conversion rate of the 2026 Senior Notes, the number of shares of common stock initially underlying the 2026
Senior Notes, or up to approximately 4.7 million shares of our common stock. The Capped Calls are expected
generally to reduce potential dilution to the common stock upon any conversion of 2026 Senior Notes and/or offset
any potential cash payments the Company is required to make in excess of the principal amount of such converted
2026 Senior Notes, as the case may be, with such reduction and/or offset subject to a cap. The strike price of the
Capped Calls is $73.81, while the cap price of the Capped Calls will initially be $107.36 per share of our common
stock, which represents a premium of 100% over the close price of our common stock of $53.68 per share on March
22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls.
The Capped Calls are considered indexed to our own stock and are considered equity classified under GAAP,
and were recorded as a reduction to additional paid-in-capital within stockholders’ equity on our consolidated
balance sheet when the Capped Calls were purchased in March 2021. The Capped Calls are not accounted for as
derivatives and their fair value is not remeasured each reporting period. In addition, upon entering into the Capped
Calls we recorded an associated deferred tax asset of $9 million, as we made an income tax election allowable under
the IRS regulations in order to recover the cost of the Capped Calls as interest expense for income tax purposes only
over the term of the 2026 Senior Notes.
NOTE 9: OTHER LONG-TERM LIABILITIES
Other long-term liabilities consisted of the following as of the dates presented:
December 31,
2024
December 31,
2023
(in millions)
Unrecognized tax benefits (1)
$
78
$
153
Deferred gain on equity method investment (2)
23
25
Long-term income taxes payable (3)
—
15
Other
3
4
Total
$
104
$
197
(1)
Refer to “Note 10: Income Taxes” for information regarding our unrecognized tax benefits. Amounts include accrued
interest related to this liability.
(2)
Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment.
Refer to “Note 3: Financial Instruments and Fair Value Measurements” for additional information.
(3)
Amount relates to the long-term portion of transition tax payable related to the Tax Cuts and Jobs Act of 2017 (the “2017
Tax Act”), which was reclassified to current income taxes payable on our consolidated balance sheet during 2024.

104
NOTE 10: INCOME TAXES
The following table presents a summary of our domestic and foreign income (loss) before income taxes for the
periods presented:
Year Ended December 31,
2024
2023
2022
(in millions)
Domestic
$
61
$
95
$
37
Foreign
26
30
30
Income (loss) before income taxes
$
87
$
125
$
67
The components of our provision (benefit) for income taxes consisted of the following for the periods
presented:
Year Ended December 31,
2024
2023
2022
(in millions)
Current income tax expense (benefit):
Federal
$
129
$
94
$
37
State
29
25
3
Foreign
(62)
21
26
Current income tax expense (benefit)
96
140
66
Deferred income tax expense (benefit):
Federal
(13)
(9)
(19)
State
2
6
1
Foreign
(3)
(22)
(1)
Deferred income tax expense (benefit)
(14)
(25)
(19)
Provision (benefit) for income taxes
$
82
$
115
$
47

105
The significant components of our deferred tax assets and deferred tax liabilities consisted of the following as
of the dates presented:
December 31,
2024
2023
(in millions)
Deferred tax assets:
Stock-based compensation
$
9
$
14
Net operating loss carryforwards
93
96
Provision for accrued expenses
10
8
Lease financing obligation
12
13
Foreign advertising spend
13
14
Tax credit carryforward
8
10
Capitalized research expenses
71
52
Interest carryforward
40
32
Other
8
14
Total deferred tax assets
$
264
$
253
Less: valuation allowance
(106)
(106)
Net deferred tax assets
$
158
$
147
Deferred tax liabilities:
Intangible assets
$
(42)
$
(42)
Property and equipment
(2)
(3)
Prepaid expenses
(3)
(4)
Building - corporate headquarters
(10)
(12)
Other
(1)
(1)
Total deferred tax liabilities
$
(58)
$
(62)
Net deferred tax asset (liability)
$
100
$
85
At December 31, 2024, we had U.S. federal, state, and foreign net operating loss carryforwards (“NOLs”) of
approximately $2 million, $49 million, and $354 million, respectively. U.S. federal NOLs of $2 million expire at
various times starting from 2029. State NOLs of $9 million may be carried forward indefinitely, while the remaining
state NOLs of $40 million expire at various times starting from 2030. Foreign NOLs of $342 million may be carried
forward indefinitely, while the remaining foreign NOLs of $12 million expire at various times starting from 2025.
As of December 31, 2024, we had a valuation allowance of approximately $106 million related to certain
foreign NOLs carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit
will not be realized.
Except for such foreign NOLs and other foreign deferred tax assets, discussed above, we expect to realize all
of our deferred tax assets. Due to economic uncertainty and global inflationary pressures, we will continue to
monitor our financial performance to determine if the valuation allowance against our deferred tax assets may be
necessary in the future.

106
A reconciliation of the provision (benefit) for income taxes to the amounts computed by applying the statutory
federal income tax rate to income (loss) before income taxes is as follows for the periods presented:
Year Ended December 31,
2024
2023
2022
(in millions)
Income tax expense at the federal statutory rate
$
18
$
26
$
14
State income taxes, net of effect of federal tax
benefit
5
6
5
Unrecognized tax benefits and related interest
4
27
17
IRS audit settlements
42
31
—
Additional IRS audit impacts (1)
6
—
—
Transfer pricing reserve adjustment
(4)
24
—
FDII, GILTI and other provisions
(7)
(9)
(2)
Research tax credit
(6)
(4)
(2)
Stock-based compensation
15
22
11
Change in valuation allowance
(1)
(6)
5
Executive compensation
4
2
1
Other, net
6
(4)
(2)
Provision (benefit) for income taxes
$
82
$
115
$
47
(1)
Amount relates to incremental interest associated with the 2009 through 2011 tax years IRS audit period with Expedia. See below for
further information regarding this IRS audit settlement.
Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and
profits in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To
the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued which
was not material as of December 31, 2024. As of December 31, 2024, $582 million of our cumulative undistributed
foreign earnings were no longer considered to be indefinitely reinvested.
Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement,
whereby Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Spin-Off to the
extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax
sharing agreement, (ii) any acquisition of Tripadvisor equity securities or assets or those of a member of the
Tripadvisor group; or (iii) any failure of the representations with respect to Tripadvisor or any member of our group
to be true or any breach by Tripadvisor or any member of the Tripadvisor group of any covenant, in each case,
which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or
the opinion of counsel.
We are currently under examination by the IRS for the 2018 tax year and have various ongoing audits for
foreign and state income tax returns. These examinations may lead to proposed or ordinary course adjustments to
our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2018. As of December
31, 2024, no material assessments have resulted, except as noted below regarding our 2009, 2010, and 2011 IRS
audit with Expedia, our 2014 through 2016 standalone IRS audit, and our 2012 through 2016 HM Revenue &
Customs (“HMRC”) audit.
As previously disclosed, we received Notices of Proposed Adjustments ("NOPA") from the IRS for the 2014
through 2016 tax years relating to certain transfer pricing arrangements with our foreign subsidiaries. In response,
we requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for the 2014 through
2016 tax years. In January 2024, we received notification of a MAP resolution agreement for the 2014 through 2016
tax years, which we accepted in February 2024. During the year ended December 31, 2024, we recorded an income
tax expense of $42 million, inclusive of interest, related to this settlement on our consolidated statement of
operations and during the first quarter of 2024, we reviewed the impact of the acceptance of this settlement to our
existing transfer pricing income tax reserves for the subsequent open tax years, which resulted in an income tax
benefit, inclusive of estimated interest, of $4 million. Additionally, in connection with this IRS audit settlement: (i)
during the second quarter of 2024, we made a payment to the IRS of $141 million, inclusive of estimated interest,

107
(ii) during the second half of 2024, we made various state tax payments totaling $26 million, inclusive of estimated
interest, and (iii) during the fourth quarter of 2024, we received a competent authority refund of $42 million,
inclusive of net interest income, from a foreign jurisdiction. This IRS audit settlement resulted in total net operating
cash outflow during 2024 of $105 million, which includes federal tax benefits from these payments of $20 million.
As of December 31, 2024, there are no remaining outstanding payments or refunds due related to this IRS audit
settlement.
As of December 31, 2023, we had recorded $153 million of unrecognized tax benefits, inclusive of interest,
classified as other long-term liabilities on our consolidated balance sheet. As a result of our acceptance of the MAP
resolution agreement with the IRS for the 2014 through 2016 tax years, and its impact on other ongoing IRS audits,
as described above, we reduced this unrecognized tax benefits liability by $79 million during the first quarter of
2024 by reclassifying the balance to current income taxes payable, representing a short-term payment obligation to
the IRS, which was subsequently paid during the second quarter of 2024, as noted above.
In addition, as previously disclosed, we received a NOPA from the IRS for the 2009 through 2011 tax years
relating to certain transfer pricing arrangements with our foreign subsidiaries. In response, we requested competent
authority assistance under MAP for the 2009 through 2011 tax years. In January 2023, we received notification of a
MAP resolution agreement for the 2009 through 2011 tax years, which we accepted in February 2023. In the first
quarter of 2023, we recorded additional income tax expense of $31 million, inclusive of interest. During the first
quarter of 2023, we reviewed the impact of the acceptance of this settlement position against our existing transfer
pricing income tax reserves for the subsequent open tax years, which resulted in incremental income tax expense,
inclusive of estimated interest, of $24 million. The total impact of these two adjustments resulted in an incremental
income tax expense of $55 million recorded in the first quarter of 2023. Additionally, in connection with this IRS
audit settlement: (i) during the second quarter of 2023, we made a U.S. federal tax payment of $113 million,
inclusive of interest, to Expedia related to this IRS audit settlement, pursuant to the Tax Sharing Agreement with
Expedia, and (ii) during the third quarter of 2023, we received a competent authority refund of $49 million, inclusive
of interest income, from a foreign jurisdiction.
In January 2021, we received from HMRC an issue closure notice relating to adjustments for 2012 through
2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign
subsidiaries and would result in an increase to our worldwide income tax expense in an estimated range of $25
million to $35 million, exclusive of interest expense, at the close of the audit if HMRC prevails. We disagree with
the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary,
judicial remedies. We are also currently subject to audit by HMRC in tax years 2017 through 2022. If HMRC were
to seek adjustments of a similar nature through a closure notice for transactions in these years, we could be subject
to significant additional tax liabilities. Our policy is to review and update tax reserves as facts and circumstances
change.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest
and penalties) is as follows during the periods presented:
December 31,
2024
2023
2022
(in millions)
Balance, beginning of year
$
136
$
157
$
144
Increases to tax positions related to the current year
2
8
5
Increases to tax positions related to the prior year
34
17
29
Decreases due to lapsed statute of limitations
—
—
(20)
Decreases due to tax positions related to the prior year
(3)
(6)
(1)
Settlements during current year
(70)
(40)
—
Balance, end of year
$
99
$
136
$
157
As of December 31, 2024, we had $78 million of unrecognized tax benefits, inclusive of interest, which is
classified as long-term and included in other long-term liabilities on our consolidated balance sheet. We also had
$43 million of unrecognized tax benefits classified as long-term and included as an offset to our deferred tax asset
on our consolidated balance sheet. The amount of unrecognized tax benefits, if recognized, would reduce income tax

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expense by $53 million, due to correlative adjustments in other tax jurisdictions. We recognize interest and penalties
related to unrecognized tax benefits in income tax expense on our consolidated statement of operations. As of
December 31, 2024 and 2023, total gross interest accrued was $22 million and $45 million, respectively, and
recorded to unrecognized tax benefits in other long-term liabilities on the consolidated balance sheets.
NOTE 11: COMMITMENTS AND CONTINGENCIES
As of December 31, 2024, we have contractual obligations and commercial commitments that include
expected interest payments on our 2026 Senior Notes and Term Loan B Facility, expected commitment fees on our
Credit Facility, and non-cancellable long-term purchase obligations, as summarized in the table below. The expected
amounts and timing of payments discussed below were estimated based on information available to us as of
December 31, 2024.
By Period
Total
Less than
1 year
1 to 3 years
3 to 5 years
More than
5 years
(in millions)
Expected interest payments on Term Loan B Facility (1) $
219
$
35 $
68
$
67
$
49
Expected interest payments on 2026 Senior Notes (2)
1
1
—
—
—
Expected commitment fee payments on Credit Facility
(3)
4
1
2
1
—
Purchase obligations and other (4)
106
35
54
17
—
Total (5)(6)
$
330
$
72 $
124
$
85
$
49
(1)
The amounts included as expected interest payments on the Term Loan B Facility in this table are based on the effective interest rate
as of December 31, 2024, however, the interest rate is variable and could change significantly in the future. Amount assumes that
our existing debt is repaid at maturity. Refer to “Note 8: Debt” for additional information on the Term Loan B Facility.
(2)
Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25% as of December 31, 2024, and
assumes that our existing debt is repaid at maturity. Refer to “Note 8: Debt” for additional information on our 2026 Senior Notes.
(3)
Expected commitment fee payments are based on the daily unused portion of our Credit Facility, issued letters of credit, and the
effective commitment fee rate as of December 31, 2024; however, these variables could change significantly in the future. Refer to
“Note 8: Debt” for additional information on our Credit Facility.
(4)
Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with
various expiration dates through June 2029. These contracts have non-cancelable terms or are cancelable only upon payment of
significant penalty. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or
services or changes to agreed-upon amounts for some obligations.
(5)
Excluded from the table is $3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases
as of December 31, 2024.
(6)
Excluded from the table is the TRIP Loan Facility of approximately $330 million, related to the Merger with LTRIP anticipated to
be completed during the second quarter of 2025. Refer to “Note 1: Organization and Business Description” for additional
information on the Merger.
Legal Proceedings
In the ordinary course of business, we are party to legal, regulatory and administrative matters, including
threats thereof, arising out of, or in connection with our operations. These matters may involve claims involving, but
not limited to, intellectual property rights (including privacy rights and alleged infringement of third-party
intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation
taxes), regulatory compliance (including competition, consumer protection matters and data privacy or cybersecurity
matters), contractual claims (including related to our material agreements or other contracts), defamation and
reputational claims, personal injury claims, labor and employment matters and commercial disputes. Periodically,
we review the status of all significant outstanding matters to assess any potential financial exposure. We record the
estimated loss in our consolidated statements of operations when (i) it is probable that an asset has been impaired or
a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material. We provide
disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these
conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the
consolidated financial statements. We base accruals on the best information available at the time, which can be
highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final
disposition of any of these matters will have a material adverse effect on our business, except for certain known
income tax matters discussed in “Note 10: Income Taxes.” However, the final outcome of these matters could vary

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significantly from our estimates. Finally, there may be claims or actions pending or threatened against us of which
we are currently not aware and the ultimate disposition of which could have a material adverse effect on us. All legal
fees incurred by the Company related to any regulatory and legal matters are expensed in the period incurred.
We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income
tax matters. We have reserved for potential losses that may result from examinations by, or any negotiated
agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination
of audits could be materially different from our historical tax provisions and accruals. The results of an audit could
have a material effect on our financial position, results of operations, or cash flows in the period for which that
determination is made. Refer to “Note 10: Income Taxes” for further information on potential contingencies
pertaining to current income tax audits.
As of December 31, 2024, we have an accrual of $10 million in accrued expenses and other current liabilities
in our consolidated balance sheet, as an estimated potential settlement of a regulatory related matter within our
vacation rentals offering. This amount is included in general and administrative expenses in our consolidated
statement of operations for the year ended December 31, 2024. This accrual is based on our best estimate of
probable loss; the ultimate resolution of this contingency may be greater or less than the liability recorded.
NOTE 12: EMPLOYEE BENEFIT PLANS
Retirement Savings Plan
The Tripadvisor Retirement Savings Plan (the “401(k) Plan”), qualifies under Section 401(k) of the Internal
Revenue Code. The 401(k) Plan allows participating employees, which includes most of our U.S. employees, to
make contributions of a specified percentage of their eligible compensation. Participating employees may contribute
up to 50% of their eligible salary on a pre-tax basis, but not more than statutory limits. Employee-participants age 50
and over may also contribute an additional amount of their salary on a pre-tax tax basis up to the IRS Catch-Up
Provision Limit (or “catch-up contributions”). Employees may also contribute into the 401(k) Plan on an after-tax
basis up (or “Roth 401(k) contributions”) to an annual maximum of 10%. The 401(k) Plan has an automatic
enrollment feature at 6% pre-tax. We match 50% of the first 6% of employee contributions to the plan for a
maximum employer contribution of 3% of a participant’s eligible earnings. The catch-up contributions are not
eligible for employer matching contributions. The matching contributions portion of an employee’s account, vests
after two years of service. Additionally, at the end of the 401(k) Plan year, we make a discretionary matching
contribution to eligible participants. This additional discretionary matching employer contribution (or “true up”) is
limited to match only contributions up to 3% of eligible compensation.
We also have various defined contribution plans for our non-U.S. employees. Our contribution to the 401(k)
Plan and our non-U.S. defined contribution plans which are recorded in our consolidated statements of operations
for the years ended December 31, 2024, 2023 and 2022 were $12 million, $12 million, and $11 million,
respectively.
Deferred Compensation Plan for Non-Employee Directors
The Company has a deferred compensation plan for non-employee directors (the “Deferred Compensation
Plan”). Under the Deferred Compensation Plan, eligible directors who defer their directors’ fees may elect to have
such deferred fees (i) applied to the purchase of share units, representing the number of shares of our common stock
that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. The
cash fund will be credited with interest at an annual rate equal to the weighted average prime or base lending rate of
a financial institution selected in accordance with the terms of the Deferred Compensation Plan and applicable law.
Upon termination of service as a director of Tripadvisor, a director will receive (i) with respect to share units, such
number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash
payment. Payments upon termination will be made in either one lump sum or up to five annual installments, as
elected by the eligible director at the time of the deferral election.

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Under the Deferred Compensation Plan, 100,000 shares of Tripadvisor common stock are available for
issuance to non-employee directors. From the inception of the Deferred Compensation Plan through December 31,
2024, a total of 557 shares have been issued for such purpose.
Executive Severance Plan and Summary Plan Description
The Company also maintains the Executive Severance Plan and Summary Plan Description (the “Severance
Plan”) which is applicable to certain employees of the Company and its subsidiaries. The Severance Plan formalizes
and standardizes the Company’s severance practices for certain designated employees (each, a “Participant” and,
collectively, the “Participants”). Participants covered by the Severance Plan generally will be eligible to receive
severance benefits in the event of a termination by the Company without cause or, under certain circumstances, by
the Participant for good reason. The severance benefits differ if there is a termination of employment in connection
with a change in control. The severance benefits provided pursuant to the Severance Plan are determined based on
the job classification of the Participants (as reflected in internal job profile designations) and, in certain cases, their
years of service with the Company. During the years ended December 31, 2024, 2023 and 2022, respectively, we
recognized $2 million, $2 million and $1 million of expense under the Severance Plan on our consolidated
statements of operations.
NOTE 13: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS
Stock-based Compensation Expense
The following table presents the amount of stock-based compensation expense and the related income tax
benefit included in our consolidated statements of operations during the periods presented:
Year ended December 31,
2024
2023
2022
(in millions)
Total stock-based compensation expense
$
120
$
96
$
88
Income tax benefit from stock-based compensation expense
(23)
(21)
(18)
Total stock-based compensation expense, net of tax effect
$
97
$
75
$
70
We capitalized $13 million, $10 million and $10 million of stock-based compensation expense as website
development costs during the years ended December 31, 2024, 2023 and 2022, respectively.
Stock and Incentive Plans
On December 20, 2011, our 2011 Stock and Annual Incentive Plan (the “2011 Plan”) became effective and we
filed a Registration Statement registering a total of 17,500,000 shares of our common stock, of which 17,400,000
shares were issuable in connection with grants of equity-based awards under our 2011 Plan and 100,000 shares were
issuable under our Deferred Compensation Plan for Non-Employee Directors (refer to “Note 12: Employee Benefit
Plans” for information on our Deferred Compensation Plan for Non-Employee Directors). At our annual meeting of
stockholders held on June 28, 2013, our stockholders approved an amendment to our 2011 Plan to, among other
things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000
shares.
On June 21, 2018, our stockholders approved the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and
we filed a Registration Statement registering 6,000,000 shares plus the number of shares available for issuance (and
not subject to outstanding awards) under the 2011 Plan. As of the effective date of the 2018 Plan, the Company
ceased granting awards under the 2011 Plan. On June 8, 2021, our stockholders approved an amendment to the
Company’s 2018 Plan to, among other things, increase the aggregate number of shares reserved and available for
issuance under the 2018 Plan by 10,000,000 shares. The purpose of this amendment was to provide sufficient
reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees and
management with equity incentives.
On June 6, 2023, our stockholders approved the TripAdvisor, Inc. 2023 Stock and Annual Incentive Plan (the
“2023 Plan”) primarily for the purpose of providing sufficient reserves of shares of our common stock to ensure our

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ability to continue to provide new hires, employees, and other participants with equity incentives. The 2023 Plan
provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”),
and other stock-based awards. As of the effective date of the 2023 Plan, the Company ceased granting awards under
the 2018 Plan.
As of December 31, 2024, the total number of shares reserved for future stock-based awards under the 2023
Plan was approximately 16 million shares, calculated as follows: 12 million shares plus the number of shares
available for issuance (and not subject to outstanding awards) under the 2018 Plan. All shares of common stock
issued to date in respect of the exercise of options, RSUs, or other equity awards have been issued from authorized,
but unissued common stock.
Stock Based Award Activity and Valuation
2024 Stock Option Activity
A summary of our stock option activity, consisting of service-based non-qualified stock options, is presented
below:
Weighted
Weighted
Average
Average
Exercise
Remaining
Aggregate
Options
Price Per
Contractual
Intrinsic
Outstanding
Share
Life
Value
(in thousands)
(in years)
(in millions)
Options outstanding as of December 31, 2023
3,927 $
35.56
Granted
45
24.96
Exercised (1)
(80)
24.36
Cancelled or expired
(1,702)
40.93
Options outstanding as of December 31, 2024
2,190
31.57
5.3 $
—
Exercisable as of December 31, 2024
1,703
34.42
4.7 $
—
Vested and expected to vest after December 31, 2024 (2)
2,190 $
31.57
5.3 $
—
(1)
Inclusive of approximately 67,000 stock options withheld due to net share settlement to satisfy required employee tax withholding
requirements. Potential shares issuable under stock options that were withheld under net share settlement remain in the authorized but
unissued pool under the 2023 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing
authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.
(2)
The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do
not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.
Aggregate intrinsic value represents the difference between the closing stock price of our common stock and
the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of
December 31, 2024 was $14.77. The total intrinsic value of stock options exercised for the years ended
December 31, 2024, 2023, and 2022 was not material.
The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option
pricing model with the following weighted average assumptions for the periods presented:
December 31,
2024
2023
2022
Risk free interest rate
4.07%
3.70%
3.07%
Expected term (in years)
5.19
5.16
5.42
Expected volatility
56.69%
53.43%
51.63%
Expected dividend yield
— %
— %
— %
Weighted-average grant date fair value
$ 13.37
$ 10.18
$
9.93
The total fair value of stock options vested for the years ended December 31, 2024, 2023 and 2022 were
$7 million, $7 million, and $16 million, respectively. Cash received from stock option exercises for the years ended
December 31, 2024, 2023, and 2022 was not material.

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2024 RSU Activity
A summary of our RSU activity, consisting of service-based vesting terms, is presented below:
Weighted
Average
Grant-
Aggregate
RSUs
Date Fair
Intrinsic
Outstanding
Value Per Share
Value
(in thousands)
(in millions)
Unvested RSUs outstanding as of December 31, 2023
11,520
$
23.06
Granted
6,314
24.70
Vested and released (1)
(4,936)
23.93
Cancelled
(1,293)
24.02
Unvested RSUs outstanding as of December 31, 2024 (2)
11,605
$
23.47
$
171
(1)
Inclusive of approximately 1,070,000 RSUs withheld due to net share settlement to satisfy required employee tax withholding
requirements. Potential shares issuable under RSUs that were withheld under net share settlement remain in the authorized but unissued
pool under the 2023 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities
due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.
(2)
The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do
not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.
The total fair value of RSUs vested for the years ended December 31, 2024, 2023, and 2022 was $118 million,
$109 million, and $108 million, respectively.
A summary of our performance-based RSUs ("PSUs") and market-based RSUs (“MSUs”) activity is presented
below:
PSUs (1)
MSUs (2)
Weighted
Weighted
Average
Average
Grant-
Aggregate
Grant-
Aggregate
Date Fair
Intrinsic
Date Fair
Intrinsic
Outstanding
Value Per Share
Value
Outstanding
Value Per Share
Value
(in thousands)
(in millions) (in thousands)
(in millions)
Unvested and outstanding as of
December 31, 2023
519 $
18.45
572 $
10.35
Granted
616
27.06
—
—
Cancelled
(153)
22.06
(81)
9.26
Unvested and outstanding as of
December 31, 2024
982 $
23.28 $
15
491 $
10.53 $
7
(1)
Represents PSUs awarded primarily in February 2023 and March 2024, representing nearly all the unvested and outstanding awards as of
December 31, 2024. The February 2023 PSU awards provide for vesting in two equal annual installments on each of December 31, 2024
and December 31, 2025, if and to the extent the Company achieves pre-determined revenue and adjusted EBITDA metrics (each weighted
50%) established by the Compensation Committee and Section 16 Committee of its Board of Directors (jointly, the "Compensation
Committees"). The March 2024 PSU awards provide for vesting in two equal annual installments on each of December 31, 2025 and
December 31, 2026, if and to the extent the Company achieves pre-determined revenue and adjusted EBITDA metrics (each weighted
50%) established by the Compensation Committees. The estimated grant-date fair values per PSU were measured based on the quoted
price of our common stock at the date of grant, calculated upon the establishment of performance targets, and are amortized on a straight-
line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the
ability to receive up to 200% of the target number originally granted, or to be issued none at all. Probable outcome for performance-based
awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as
applicable, and the impact of modifications, if any.
(2)
MSUs shall vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30-day trading period
during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less
than $55.00, and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for,
the Company. A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices was

113
used to calculate the grant-date fair value of our MSU awards. The estimated grant-date fair value of these awards is amortized on a
straight-line basis over the requisite service period and is not adjusted based on the actual number of awards that ultimately vest.
As of December 31, 2024, total unrecognized compensation cost related to stock-based awards, substantially
RSUs, was $245 million, which the Company expects to recognize over a weighted-average period of 2.5 years.
NOTE 14: STOCKHOLDERS’ EQUITY
Preferred Stock
In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par
value per share, with terms determined by our Board of Directors, without further action by our stockholders. As of
December 31, 2024, no preferred shares had been issued.
Common Stock and Class B Common Stock
Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.001 per
share, and 400 million shares of Class B common stock with par value of $0.001 per share. Both classes of common
stock qualify for and share equally in dividends, if declared by our Board of Directors. Common stock is entitled to
one vote per share and Class B common stock is entitled to 10 votes per share. Holders of Tripadvisor common
stock, acting as a single class, are entitled to elect a number of directors equal to 25% of the total number of
directors, rounded up to the next whole number, which was three directors as of December 31, 2024. Class B
common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon
conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation,
dissolution, distribution of assets or winding-up of Tripadvisor the holders of both classes of common stock have
equal rights to receive all the assets of Tripadvisor after the rights of the holders of the preferred stock have been
satisfied. There were 153,655,038 and 127,394,786 shares of common stock issued and outstanding, respectively,
and 12,799,999 shares of Class B common stock issued and outstanding at December 31, 2024.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) is comprised of accumulated foreign currency translation
adjustments, as follows as of the dates presented:
December 31,
2024
December 31,
2023
(in millions)
Cumulative foreign currency translation adjustments, net of tax (1)
$
(91) $
(71)
Accumulated other comprehensive income (loss)
$
(91) $
(71)
(1)
Deferred income tax liabilities related to these amounts are not material.
Treasury Stock
On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in
shares of our common stock under an existing share repurchase program, which increased the amount available to
the Company under this share repurchase program to $250 million. Our Board of Directors authorized and directed
management, working with the Executive Committee of our Board of Directors, to affect the share repurchase
program in compliance with applicable legal requirements. As of December 31, 2022, the Company had $75 million
remaining under this existing share repurchase program to repurchase shares of its common stock. During the year
ended December 31, 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of
$15.85 per share, exclusive of fees, commissions, and excise taxes or $75 million in the aggregate, which completed
this share repurchase program.
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. Our Board of Directors authorized and directed management,
working with the Executive Committee of our Board of Directors, to affect the share repurchase program in

114
compliance with applicable legal requirements. The Executive Committee 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. This share repurchase
program, which has a term of two years, does not obligate the Company to acquire any particular number of shares
and may be modified, suspended or discontinued at any time. During the year ended December 31, 2023, we
repurchased 1,324,524 shares of our outstanding common stock at an average price of $18.85 per share, exclusive of
fees, commissions, and excise taxes, or $25 million, under this share repurchase program. During the year ended
December 31, 2024, we repurchased 1,366,385 shares of our outstanding common stock at an average price of
$18.28 per share, exclusive of fees, commissions, and excise taxes, or $25 million in the aggregate. As of
December 31, 2024, we had $200 million remaining available to repurchase shares of our common stock under this
share repurchase program.
On August 16, 2022, the Inflation Reduction Act was signed into law, and imposed a nondeductible 1% excise
tax on the net value of certain stock repurchases made after December 31, 2022. However, for purposes of
calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock
issuances against the fair market value of stock repurchases during the same taxable year. For the years ended
December 31, 2024 and 2023, excise tax on our share repurchases was not material.
Dividends
During the years ended December 31, 2024, 2023 and 2022, our Board of Directors did not declare any
dividends on our outstanding common stock. Any determination to pay dividends in the future will be 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.
NOTE 15: EARNINGS PER SHARE
Below is a reconciliation of the weighted average number of shares of common stock outstanding in
calculating Diluted EPS for the periods presented:
Year ended December 31,
2024
2023
2022
(shares in thousands and $ in millions, except per share amounts)
Numerator:
Net income (loss) used to compute Basic EPS
$
5
$
10
$
20
Interest expense on 2026 Senior Notes, net of
tax
1
1
1
Net income (loss) used to compute Diluted EPS
$
6
$
11
$
21
Denominator:
Weighted average shares used to compute Basic
EPS
139,079
139,412
139,923
Weighted average effect of dilutive securities:
Stock-based awards (Note 13)
1,285
729
1,073
2026 Senior Notes (Note 8)
4,674
4,674
4,674
Weighted average shares used to compute Diluted
EPS
145,038
144,815
145,670
Basic EPS
$
0.04
$
0.07
$
0.14
Diluted EPS
$
0.04
$
0.08
$
0.14
Potential common shares, consisting of outstanding stock options, RSUs and those issuable under the 2026
Senior Notes, totaling approximately 12.4 million, 14.8 million, and 11.4 million, for the years ended December 31,
2024, 2023 and 2022, respectively, have been excluded from the calculations of Diluted EPS because their effect
would have been antidilutive. In addition, potential common shares of certain performance-based awards of
approximately 1.4 million, 1.1 million, and 0.3 million, for the years ended December 31, 2024, 2023 and 2022,

115
respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the
calculation of weighted average shares used to compute Diluted EPS for those reporting periods.
The earnings per share amounts are the same for our common stock and Class B common stock because the
holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation.
In addition, our non-vested RSUs are entitled to dividend equivalents, which are payable to the holder subject to,
and only upon vesting of, the underlying awards and are therefore forfeitable. Given such dividend equivalents are
forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the
two-class method of determining earnings per share.
NOTE 16: OTHER INCOME (EXPENSE), NET
Other income (expense), net, consists of the following for the periods presented:
Year Ended December 31,
2024
2023
2022
(in millions)
Foreign currency exchange gains (losses), net
(1)
$
(2)
$
(5)
$
(5)
Earnings (losses) from equity investment, net
(2)
(2)
(2)
Gain (loss) on extinguishment of debt (2)
(2)
—
—
Other, net
(1)
3
2
Total
$
(7)
$
(4)
$
(5)
(1)
Foreign currency exchange gains (losses), net, are related to foreign exchange transaction gains and losses due to required conversion
from transaction currency to functional currency, offset by any foreign currency forward contract gains and losses.
(2)
Refer to “Note 8: Debt” for information regarding the extinguishment loss incurred due to the redemption of the 2025 Senior Notes.
NOTE 17: RELATED PARTY TRANSACTIONS
Relationship between Liberty TripAdvisor Holdings, Inc. and Tripadvisor
LTRIP is a controlling stockholder of Tripadvisor. We consider LTRIP a related party. Refer to “Note 1:
Organization and Business Description,” which describes the evolution of our relationship with LTRIP, LTRIP’s
stock ownership of Tripadvisor and deemed voting power as of December 31, 2024, and discussion pertaining to the
Merger Agreement entered into by the Company with LTRIP on December 18, 2024. We had no related party
transactions with LTRIP during the years ended December 31, 2024, 2023 and 2022.
Relationship between Chelsea Investment Holding Company PTE Ltd. and Tripadvisor
Refer to the discussion regarding our equity method investment in Chelsea Investment Holding Company
PTD Ltd. in the section titled “Non-Marketable Investments” within “Note 3: Financial Instruments and Fair Value
Measurements” for a description of our relationship and existing commercial arrangements with Chelsea Investment
Holding Company PTE Ltd and/or its subsidiaries. We had no material related party transactions with Chelsea
Investment Holding Company PTE Ltd or its subsidiaries during the years ended December 31, 2024, 2023 and
2022.
NOTE 18: SEGMENT AND GEOGRAPHIC INFORMATION
We have three reportable segments: (1) Brand Tripadvisor; (2) Viator; and (3) TheFork. Our Brand
Tripadvisor segment includes the following revenue sources: (1) Tripadvisor-branded hotels – consisting of hotel
meta revenue, primarily click-based advertising revenue, and also hotel B2B revenue, which includes primarily
subscription-based advertising and hotel sponsored placements revenue; (2) Media and advertising revenue –
consisting primarily of display-based advertising revenue (also referred to as “media advertising”); (3) Tripadvisor
experiences and dining revenue – consisting of intercompany (intersegment) revenue related to affiliate marketing
commissions earned primarily from experience bookings, and to a lesser extent, restaurant reservation bookings on

116
Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which are eliminated
on a consolidated basis, in addition to external revenue generated from Tripadvisor restaurant offerings; and (4)
Other revenue – consisting of cruises, vacation rentals, flights, and rental cars revenue. The nature of the services
provided and related revenue recognition policies are summarized by reportable segment in “Note 2: Significant
Accounting Policies.”
Our operating segments are determined based on how our chief executive officer, who also serves as our chief
operating decision maker (“CODM”) manages our business, regularly accesses information, and evaluates
performance for operating decision-making purposes, including allocation of operating and capital resources.
adjusted EBITDA is our reported measure of segment profit and a key measure used by our CODM and Board of
Directors to understand and evaluate the operating performance of our business as a whole and our individual
operating segments, and on which internal budgets and forecasts are based and approved. We define adjusted
EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3)
depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible assets
impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and
the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related
reorganization costs; (8) transaction related expenses; and (9) non-recurring expenses and income unusual in nature
or infrequently occurring.
Direct costs are included in the applicable operating segments, including certain personnel costs, which have
been allocated to each segment. We base these allocations on time-spent analyses, headcount, and other allocation
methods we believe are reasonable. We do not allocate certain shared expenses to our reportable segments, such as
certain information system costs, technical infrastructure costs, and other costs supporting the Tripadvisor platform
and operations, that we do not believe are a material driver of individual segment performance, which is consistent
with the financial information used by our CODM. We include these expenses in our Brand Tripadvisor segment.
Our allocation methodology is periodically evaluated and may change.
The following tables present our reportable segment information for the years ended December 31, 2024, 2023
and 2022 and includes a reconciliation of Adjusted EBITDA to Net income (loss). We record depreciation and
amortization, stock-based compensation, goodwill, long-lived asset and intangible asset impairments, legal reserves,
settlements and other, transaction related expenses, and other non-recurring expenses and income, net, which are
excluded from segment operating performance, in “Corporate & Eliminations.” In addition, we do not report total
assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information
to evaluate operating segment performance. Accordingly, we do not regularly provide such information by segment
to our CODM.
Our segment disclosure includes intersegment revenues, which consist of affiliate marketing fees for services
provided by our Brand Tripadvisor segment to both our Viator and TheFork segments. These intersegment
transactions are recorded by each segment at amounts that we believe approximate fair value as if the transactions
were between third parties and, therefore, impact segment performance. However, the revenue and corresponding
expense are eliminated in consolidation. The elimination of such intersegment transactions is included within the
“Corporate & Eliminations” column in the tables below.

117
Year ended December 31, 2024
Brand
Tripadvisor (1)
Viator (2)
TheFork (3)
Corporate &
Eliminations
Total
(in millions)
External revenue
$
814
$
840
$
181
$
—
$
1,835
Intersegment revenue
135
—
—
(135)
—
Revenue
$
949
$
840
$
181
$
(135) $
1,835
Less: (4)
Cost of sales (5)
33
80
15
—
128
Marketing
251
562
51
(135)
729
Personnel (exclusive of stock-based
compensation as shown separately below)
266
126
83
—
475
Technology
54
25
12
—
91
General and administrative (6)
44
14
15
—
73
Adjusted EBITDA
301
33
5
—
339
Depreciation and amortization
(85)
(85)
Stock-based compensation
(120)
(120)
Restructuring and other related
reorganization costs (7)
(18)
(2)
(1)
(21)
Legal reserves, settlements and other (8)
(18)
(18)
Transaction related expenses (9)
(3)
(3)
Operating income (loss)
92
Other income (expense), net
(5)
Income (loss) before income taxes
87
(Provision) benefit for income taxes
(82)
Net income (loss)
5
Year ended December 31, 2023
Brand
Tripadvisor (1)
Viator (2)
TheFork (3)
Corporate &
Eliminations
Total
(in millions)
External revenue
$
897
$
737
$
154
$
—
$
1,788
Intersegment revenue
134
—
—
(134)
—
Revenue
$
1,031
$
737
$
154
$
(134) $
1,788
Less: (4)
Cost of sales
31
79
9
—
119
Marketing
279
519
41
(134)
705
Personnel (exclusive of stock-based
compensation as shown separately below)
273
110
91
—
474
Technology
50
18
12
—
80
General and administrative (10)
50
11
15
—
76
Adjusted EBITDA
348
—
(14)
—
334
Depreciation and amortization
(87)
(87)
Stock-based compensation
(96)
(96)
Restructuring and other related
reorganization costs (7)
(10)
(3)
(9)
—
(22)
Transaction related expenses (9)
(3)
(3)
Operating income (loss)
126
Other income (expense), net
(1)
Income (loss) before income taxes
125
(Provision) benefit for income taxes
(115)
Net income (loss)
10

118
Year ended December 31, 2022
Brand
Tripadvisor (1)
Viator (2)
TheFork (3)
Corporate &
Eliminations
Total
(in millions)
External revenue
$
873
$
493
$
126
$
—
$
1,492
Intersegment revenue
93
—
—
(93)
—
Revenue
$
966
$
493
$
126
$
(93) $
1,492
Less: (4)
Cost of sales
20
51
7
—
78
Marketing
260
351
58
(93)
576
Personnel (exclusive of stock-based
compensation as shown separately below)
249
81
85
—
415
Technology
42
9
12
—
63
General and administrative (11)
50
12
3
—
65
Adjusted EBITDA
345
(11)
(39)
—
295
Depreciation and amortization
(97)
(97)
Stock-based compensation
(88)
(88)
Legal reserves, settlements and other
(1)
(1)
Other non-recurring expenses (income)
(12)
(8)
(8)
Operating income (loss)
101
Other income (expense), net
(34)
Income (loss) before income taxes
67
(Provision) benefit for income taxes
(47)
Net income (loss)
20
(1)
Certain personnel costs of $7 million, $6 million and $5 million for the years ended December 31, 2024, 2023 and 2022,
respectively, were allocated to the Viator and TheFork segments.
(2)
Includes allocated certain personnel costs from the Brand Tripadvisor segment of $3 million, $3 million and $2 million for the
years ended December 31, 2024, 2023 and 2022, respectively.
(3)
Includes allocated certain personnel costs from the Brand Tripadvisor segment of $4 million, $3 million and $3 million for the
years ended December 31, 2024, 2023 and 2022, respectively.
(4)
The significant segment expense categories and amounts align with the segment-level information that is regularly provided to our
CODM.
(5)
Exclusive of $2 million and $1 million in the Brand Tripadvisor and Viator segments, respectively, which are included separately
below in legal reserves, settlements and other.
(6)
Exclusive of $18 million in the Brand Tripadvisor segment which is included separately below in legal reserves, settlements and
other and transaction related expenses.
(7)
Refer to “Note 7: Accrued Expenses and Other Current Liabilities” for information regarding restructuring and other related
reorganization costs.
(8)
This amount primarily includes an estimated accrual for the potential settlement of a regulatory related matter of $10 million
expensed during 2024 and is reflected in general and administrative expenses on our consolidated statement of operations. Refer
to "Note 11: Commitments and Contingencies" for further information. In addition, this amount includes a one-time charge of
$3 million during the year ended December 31, 2024, resulting from enacted tax legislation in Canada during June 2024 related to
digital service taxes, which requires retrospective application back to January 1, 2022. This amount represents the one-time
retrospective liability for the periods prior to April 1, 2024, while all prospective periods are and will be included within adjusted
EBITDA, respectively. This cost is reflected in cost of sales on our consolidated statement of operations.
(9)
The Company expensed certain transaction related costs of $3 million during both the years ended December 31, 2024 and 2023,
to general and administrative expenses on our consolidated statements of operations.
(10)
Exclusive of $3 million in the Viator segment which is included separately below in transaction related expenses.
(11)
Exclusive of $8 million in the Brand Tripadvisor segment which is included separately below in other non-recurring expenses
(income).
(12)
The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud. This
loss was recorded to general and administrative expenses on the consolidated statement of operations for December 31, 2022. The
Company considers such costs to be non-recurring in nature.

119
Product and Geographic Information
We disaggregate revenue into major products and revenue sources, as follows, for the periods presented:
Year ended December 31,
2024
2023
2022
Major products/revenue sources (1):
(in millions)
Brand Tripadvisor
Tripadvisor-branded hotels
$
585
$
659
$
650
Media and advertising
150
145
130
Tripadvisor experiences and dining (2)
169
176
134
Other
45
51
52
Total Brand Tripadvisor
949
1,031
966
Viator
840
737
493
TheFork
181
154
126
Intersegment eliminations (2)
(135)
(134)
(93)
Total Revenue
$
1,835
$
1,788
$
1,492
(1)
Our revenue is recognized primarily at a point in time for all reported segments.
(2)
Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment
(intercompany) revenue, which is eliminated on a consolidated basis.
The Company measures its geographic revenue based on the physical location of the Tripadvisor subsidiary
which generates the revenue, which is consistent with our measurement of long-lived physical assets, or property
and equipment, net. As such, this geographic classification does not necessarily align with where the consumer
resides, where the consumer is physically located while using the Company's services, or the location of the travel
service provider, experience operator or restaurant.
The Company’s revenue based on geographic location consists of the following for the periods presented:
Year ended December 31,
2024
2023
2022
(in millions)
Revenue
United States
$
1,230
$
1,198
$
905
United Kingdom
334
349
402
All other countries
271
241
185
Total revenue
$
1,835
$
1,788
$
1,492
The Company’s property and equipment, net for the United States and all other countries based on the
geographic location of the assets consists of the following as of the dates presented:
December 31,
2024
2023
(in millions)
Property and equipment, net
United States
$
144
$
147
All other countries
56
44
Total
$
200
$
191
Customer Concentrations
Refer to “Note 2: Significant Accounting Policies” under the section entitled “Certain Risks and
Concentrations” for information regarding our major customer concentrations.

120
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 31, 2024, 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, 2024, 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, 2024 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, 2024. Pursuant to Exchange Act Rule 13a-15(d) or 15d-15(d), management has
concluded that, as of December 31, 2024, 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 Company's consolidated financial statements included elsewhere in this Annual Report on
Form 10-K and has also audited the effectiveness of our internal control over financial reporting as of December 31,
2024, as stated in this Annual Report on Form 10-K under the heading, “Report of Independent Registered Public
Accounting Firm.”
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.

121
Item 9B. Other Information
During the fourth quarter of 2024, 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 2025 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, 2024. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.
Item 11. Executive Compensation
The information required under this item is incorporated herein by reference to our 2025 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, 2024.
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 2025 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, 2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required under this item is incorporated herein by reference to our 2025 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, 2024.
Item 14. Principal Accounting Fees and Services
The information required under this item is incorporated herein by reference to our 2025 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, 2024.

122
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
2.1
Agreement and Plan of Merger, dated as of
December 18, 2024, by and among LTRIP,
TRIP and Merger Sub
8-K
001-
35362
2.1
12/19/24
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
10-K
001-
35362
10.2
2/16/24
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

123
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
First Amendment, dated July 8, 2024, to
the Amended and Restated Agreement,
dated as of June 29, 2023, by and 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
7/8/24
10.9+
Executive Severance Plan and Summary
Plan Description
10-Q
001-
35362
10.4
8/8/17
10.10+
Form of Option Agreement (Domestic)
10-Q
001-
35362
10.2
5/6/21
10.11+
Form of Option Agreement (International)
10-Q
001-
35362
10.3
5/6/21
10.12+
Form of Restricted Stock Unit Agreement
(Domestic)
10-Q
001-
35362
10.1
5/8/24
10.13+
Form of Restricted Stock Unit Agreement
(International)
10-Q
001-
35362
10.2
5/8/24
10.14+
Form of Restricted Stock Unit Agreement
(French)
10-Q
001-
35362
10.3
5/8/24
10.15+
Form of Restricted Stock Unit Agreement
(Performance Based)
10-Q
001-
35362
10.4
5/8/24
10.16+
Form of Restricted Stock Unit Agreement
(Non-Employee Directors)
10-Q
001-
35362
10.2
8/1/18
10.17
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
10.18+
Employment Agreement, dated as of
March 29, 2021 between Tripadvisor, LLC
and Seth Kalvert
10-Q
001-
35362
10.7
5/6/21
10.19
Form of Capped Call Confirmation
8-K
001-
35362
10.1
3/25/21
10.20+
Employment Letter Agreement dated May
2, 2022 between Tripadvisor LLC and Matt
Goldberg
8-K
001-
35362
10.1
5/4/22

124
10.21+
Employment Letter Agreement dated
October 10, 2022 between Tripadvisor
LLC and Michael Noonan
8-K
001-
35362
10.1
10/11/22
10.22+
Tripadvisor, Inc. 2023 Stock and Annual
Incentive Plan
10-K
001-
35362
10.21
2/16/24
10.23
Voting Agreement, dated as of December
18, 2024, by and among TRIP, LTRIP and
Gregory B. Maffei
8-K
001-
35362
10.1
12/19/24
10.24
Voting Agreement, dated as of December
18, 2024, by and among TRIP, LTRIP and
Certares
8-K
001-
35362
10.2
12/19/24
10.25
Letter Agreement, dated as of December
18, 2024, by and among TRIP, LTRIP and
Certares
8-K
001-
35362
10.3
12/19/24
19.1
Tripadvisor, Inc. Insider Trading Policy
X
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
10-K
001-
35362
97.1
2/16/24
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.

125
Signatures
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 20, 2025
Matt Goldberg
Chief Executive Officer and
President
POWER 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 20, 2025.
Signature
Title
/s/ MATT GOLDBERG
Matt Goldberg
Chief Executive Officer, President and Director
(Principal Executive Officer)
/s/ MICHAEL NOONAN
Michael Noonan
Chief Financial Officer
(Principal Financial Officer)
/s/ GEOFFREY GOUVALARIS
Geoffrey Gouvalaris
Chief Accounting Officer
(Principal Accounting Officer)
/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

126
/s/ JANE JIE SUN
Director
Jane Jie Sun
/s/ ROBERT S. WIESENTHAL
Director
Robert S. Wiesenthal

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Tripadvisor, Inc.
Board of Directors
Gregory B. Maffei
Chairman
Matt Goldberg
Director, President and Chief
Executive Officer
Jay C. Hoag
Director
Betsy L. Morgan
Director
M. Greg O’Hara
Director
Jeremy Philips
Director
Jane Jie Sun
Director
Albert Rosenthaler
Director
Trynka Shineman Blake
Director
Robert S. Wiesenthal
Director
Executive Officers
Matt Goldberg
President and Chief Executive
Officer
Michael Noonan
Chief Financial Officer
Seth Kalvert
Chief Legal Officer and
Secretary
Kristen Dalton
President of Brand Tripadvisor
Almir Ambeskovic
President of TheFork
Corporate and Stockholder Information
Headquarters
Tripadvisor, Inc.
400 1st Ave.
Needham, Massachusetts 02494
Exchange Listing and Ticker Symbol
NASDAQ Global Select Market, “TRIP”
Annual Meeting
June 18, 2025
1:00 p.m. Eastern Time
www.virtualshareholdermeeting.com/TRIP2025
Publications and Reports
A variety of stockholder publications and reports, including Tripadvisor’s Annual
Report on Form 10-K, proxy statement, financial news releases and a variety of
legal filings are available at http://ir.tripadvisor.com. Stockholders can also
request a copy of the Annual Report and proxy statement by contacting the
Secretary of Tripadvisor, Inc., 400 1st Avenue, Needham, Massachusetts 02494.
Independent Registered Public Accounting Firm
KPMG LLP
Two Financial Center
60 South Street
Boston, Massachusetts 02110
Transfer Agent and Registrar
Computershare
P.O. Box 358015
Pittsburgh, PA 15252
Electronic Delivery
Most stockholders can elect to receive e-mails in the future with links to the
Annual Report, proxy statement and voting web site. Registered
stockholders can sign up for electronic delivery at
www.bnymellon.com/shareowner/equityaccess. Street name stockholders
should contact their bank or broker to inquire about electronic delivery.