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TripAdvisor Inc

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

TRIP$7.00-5.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2024

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

(Exact name of registrant as specified in its charter)

Delaware80-0743202
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)

400 1 st 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 classTrading SymbolName of each exchange on which registered
Common stockTRIPNasdaq

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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

ClassOutstanding Shares at October 31, 2024
Common Stock, $0.001 par value per share126,535,867 shares
Class B common stock, $0.001 par value per share12,799,999 shares

Tripadvisor, Inc.

Form 10-Q

For the Quarter Ended September 30, 2024

Table of Contents

Page
Part I—Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 20233
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 20234
Unaudited Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 20235
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 20236
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 20238
Notes to Unaudited Condensed Consolidated Financial Statements9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3. Quantitative and Qualitative Disclosures about Market Risk42
Item 4. Controls and Procedures43
Part II—Other Information
Item 1. Legal Proceedings43
Item 1A. Risk Factors44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds44
Item 3. Defaults Upon Senior Securities44
Item 4. Mine Safety Disclosures44
Item 5. Other Information44
Item 6. Exhibits45
Signatures46

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share amounts)

Three months ended · Nine months ended
September 30,September 30,
2024202320242023
Revenue (Note 3)$532$533$1,424$1,398
Costs and expenses:
Cost of revenue (1) (exclusive of depreciation and amortization as shown separately below)4743128113
Selling and marketing (1)271272755761
Technology and content (1)7366224205
General and administrative (1)5149161144
Depreciation and amortization21216363
Restructuring and other related reorganization costs (benefit) (Note 5)(1)18118
Total costs and expenses4624691,3321,304
Operating income (loss)70649294
Other income (expense):
Interest expense(13)(11)(35)(33)
Interest income13133835
Other income (expense), net(4)(2)(7)(3)
Total other income (expense), net(4)—(4)(1)
Income (loss) before income taxes66648893
(Provision) benefit for income taxes (Note 8)(27)(37)(84)(115)
Net income (loss)$39$27$4$(22)
Earnings (loss) per share attributable to common stockholders (Note 12):
Basic$0.28$0.20$0.03$(0.16)
Diluted$0.27$0.19$0.03$(0.16)
Numerator used to compute net income (loss) per share attributable to common stockholders (Note 12):
Basic$39$27$4$(22)
Diluted$39$27$5$(22)
Weighted average common shares outstanding (Note 12):
Basic139138139140
Diluted144143145140
(1) Includes stock-based compensation expense as follows (Note 10):
Cost of revenue$—$—$1$1
Selling and marketing$6$4$17$12
Technology and content$13$10$38$30
General and administrative$12$10$36$29

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

Three months ended · Nine months ended
September 30,September 30,
2024202320242023
Net income (loss)$39$27$4$(22)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax (1)17(10)7(7)
Reclassification adjustments included in net income (loss), net of tax (1)——3—
Total other comprehensive income (loss), net of tax17(10)10(7)
Comprehensive income (loss)$56$17$14$(29)

(1) Deferred income tax liabilities related to these amounts are not material.

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