TripAdvisor Inc
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
TRIP$7.09-0.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a) The following is filed as part of this Annual Report on Form 10-K:
- 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 | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Exhibit Description | FiledHerewith | Form | SEC File No. | ExhibitNo. | FilingDate |
| 3.1 | Restated Certificate of Incorporation of Tripadvisor, Inc. | 8-K | 001-35362 | 3.1 | 12/27/11 | |
| 3.2 | Amended and Restated Bylaws of Tripadvisor, Inc. | 8-K | 001-35362 | 3.2 | 12/27/11 | |
| 3.3 | Amendment No. 1 to Amended and Restated Bylaws of Tripadvisor, Inc. | 8-K | 001-35362 | 3.1 | 2/12/13 | |
| 4.1 | Specimen Tripadvisor, Inc. Common Stock Certificate | S-4/A | 333-175828-01 | 4.6 | 10/24/11 | |
| 4.2 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 001-35362 | 4.2 | 2/19/20 | |
| 4.3 | Indenture, dated July 9, 2020, among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (as successor trustee to Wilmington Trust, National Association) | 8-K | 001-35362 | 4.1 | 7/9/20 | |
| 4.4 | Form of Senior Note (included in Exhibit 4.1) | 8-K | 001-35362 | 4.2 | 7/9/20 | |
| 4.5 | Indenture, dated as of March 25, 2021, by and among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee | 8-K | 001-35362 | 4.1 | 3/25/21 | |
| 4.6 | Form of 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) | 8-K | 001-35362 | 4.2 | 3/25/21 | |
| 10.1 | Governance Agreement, by and among Tripadvisor, Inc., Liberty Interactive Corporation and Barry Diller, dated as of December 20, 2011 | 8-K | 001-35362 | 10.1 | 12/27/11 | |
| 10.2 | Assignment and Assumption of Governance Agreement by and among Tripadvisor, Inc. and Liberty Tripadvisor Holdings, dated as of August 12, 2014 | X | ||||
| 10.3 | Tax Sharing Agreement by and between Tripadvisor, Inc. and Expedia, Inc., dated as of December 20, 2011 | 8-K | 001-35362 | 10.2 | 12/27/11 | |
| 10.4+ | Tripadvisor, Inc. Deferred Compensation Plan for Non-Employee Directors | S-8 | 333-178637 | 4.6 | 12/20/11 | |
| 10.5 | Corporate Headquarters Lease with Normandy Gap-V Needham Building 3, LLC, as landlord, dated as of June 20, 2013 | 10-Q | 001-35362 | 10.1 | 7/24/13 | |
| 10.6 | Guaranty dated June 20, 2013 by Tripadvisor, Inc. for the benefit of Normandy Gap-V Needham Building 3, LLC, as landlord | 10-Q | 001-35362 | 10.2 | 7/24/13 | |
| 10.7 | Amendment and Restatement Agreement, dated as of June 29, 2023, to the Credit Agreement dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent | 8-K | 001-35362 | 10.1 | 7/6/23 | |
| 10.8+ | Executive Severance Plan and Summary Plan Description | 10-Q | 001-35362 | 10.4 | 8/8/17 | |
| 10.9+ | Form of Option Agreement (Domestic) | 10-Q | 001-35362 | 10.2 | 5/6/21 | |
| 10.10+ | Form of Option Agreement (International) | 10-Q | 001-35362 | 10.3 | 5/6/21 | |
| 10.11+ | Form of Restricted Stock Unit Agreement (Domestic) | 10-Q | 001-35362 | 10.1 | 5/3/23 | |
| 10.12+ | Form of Restricted Stock Unit Agreement (International) | 10-Q | 001-35362 | 10.2 | 5/3/23 | |
| 10.13+ | Form of Restricted Stock Unit Agreement (French) | 10-Q | 001-35362 | 10.3 | 5/3/23 | |
| 10.14+ | Form of Restricted Stock Unit Agreement (Performance Based) | 10-Q | 001-35362 | 10.4 | 5/3/23 | |
| 10.15+ | Form of Restricted Stock Unit Agreement (Non-Employee Directors) | 10-Q | 001-35362 | 10.2 | 8/1/18 | |
| 10.16 | Governance Agreement dated as of November 6, 2019 between Tripadvisor, Inc. and Trip.com Group Limited | 8-K | 001-35362 | 10.1 | 11/6/19 | |
| 10.17+ | Employment Agreement, dated as of March 29, 2021 between Tripadvisor, LLC and Seth Kalvert | 10-Q | 001-35362 | 10.7 | 5/6/21 | |
| 10.18 | Form of Capped Call Confirmation | 8-K | 001-35362 | 10.1 | 3/25/21 | |
| 10.19+ | Employment Letter Agreement dated May 2, 2022 between Tripadvisor LLC and Matt Goldberg | 8-K | 001-35362 | 10.1 | 5/4/22 | |
| 10.20+ | Employment Letter Agreement dated October 10, 2022 between Tripadvisor LLC and Michael Noonan | 8-K | 001-35362 | 10.1 | 10/11/22 | |
| 10.21+ | Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan | X | ||||
| 21.1 | Subsidiaries of the Registrant | X |
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | X |
| 24.1 | Power of Attorney (included in signature page) | X |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X |
| 32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97.1 | Tripadvisor, Inc. Incentive Compensation Clawback Policy, dated November 1, 2023 | X |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X |
- Indicates a management contract or a compensatory plan, contract or arrangement.
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