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Notice of 2025 Annual Meeting and Proxy Statement and 2024 Annual Report
Notice of 2025 Annual Meeting and Proxy Statement
April 30, 2025 Dear Fellow Shareholders: In fiscal 2024, we made meaningful progress in our strategic priorities, the diversification of our portfolio, 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 profiles of each contributing segment. More than half of our revenue now comes from the growth marketplaces in our experiences and dining segments, which delivered revenue growth in the mid- and high-teens, respectively, outpacing revenue performance in our legacy offerings within the Brand Tripadvisor segment. For the first time, all three of our segments positively contributed to the profit mix of the Group, with Viator and TheFork delivering an incremental $52 million to adjusted EBITDA versus last year. On a consolidated basis, GAAP net income was $5 million, adjusted EBITDA was $339 million, and free cash flow was $70 million1. Operationally, we continued to strengthen our role as the world s most trusted source for travel and experiences as we extended our leadership in the large and fast-growing experiences category, transforming 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 profitable 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 efficiency, investing in product enhancements, and growing our supply creates a fly 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, trusted brands, supply 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 features, 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 traffic 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 profitability 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 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 trusted source for travel and experiences. We ll do this by leaning into our Group capabilities and strengths, including our trusted brands, broad reach, authentic traveler content, high-quality data assets, and our deep supply base. 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. 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 adjusted 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. 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 supportive relationship with LTRIP has contributed to Tripadvisor Group s strong foundation one from which we ve been able to grow and diversify revenue and profit, while focusing on a multi-year strategy. As we look to the future as an independent public company with 1
 • shareholder letter icon 5/1/2025 Letter Continued (Full PDF)
 • stockholder letter icon 5/2/2023 TRIP Stockholder Letter
 • stockholder letter icon 5/2/2024 TRIP Stockholder Letter
 • stockholder letter icon 4/30/2025 TRIP Stockholder Letter
 • stockholder letter icon More "Information Technology Services" Category Stockholder Letters
 • Benford's Law Stocks icon TRIP Benford's Law Stock Score = 93


TRIP Shareholder/Stockholder Letter Transcript:

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


Notice of 2025 Annual Meeting
and Proxy Statement


April 30, 2025
Dear Fellow Shareholders:
In fiscal 2024, we made meaningful progress in our strategic priorities, the diversification of our portfolio, 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 profiles of each contributing segment. More than half of our revenue now comes from the growth marketplaces in our
experiences and dining segments, which delivered revenue growth in the mid- and high-teens, respectively, outpacing revenue
performance in our legacy offerings within the Brand Tripadvisor segment. For the first time, all three of our segments positively
contributed to the profit mix of the Group, with Viator and TheFork delivering an incremental $52 million to adjusted EBITDA versus
last year. On a consolidated basis, GAAP net income was $5 million, adjusted EBITDA was $339 million, and free cash flow was $70
million1.
Operationally, we continued to strengthen our role as the world   s most trusted source for travel and experiences as we extended
our leadership in the large and fast-growing experiences category, transforming 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 profitable 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 efficiency, investing in
product enhancements, and growing our supply creates a    fly 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, trusted brands, supply 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 features,
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
traffic 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 profitability 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 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 trusted source for travel and experiences. We   ll do this by leaning into our Group capabilities
and strengths, including our trusted brands, broad reach, authentic traveler content, high-quality data assets, and our deep supply base.
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.
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 adjusted 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.
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 supportive
relationship with LTRIP has contributed to Tripadvisor Group   s strong foundation   one from which we   ve been able to grow and
diversify revenue and profit, while focusing on a multi-year strategy. As we look to the future as an independent public company with
1



shareholder letter icon 5/1/2025 Letter Continued (Full PDF)
 

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