United States securities and exchange commission logo
July 7, 2020
Ernst Teunissen
Chief Financial Officer
TripAdvisor, Inc.
400 1st Avenue
Needham, MA 02494
Re: TripAdvisor, Inc.
Form 10-K for the
Year Ended December 31, 2019
Filed February 19,
2020
Form 10-Q for the
Quarterly Period Ended March 31, 2020
Filed May 8, 2020
File No. 001-35362
Dear Mr. Teunissen:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
Financial Summary and Business Trends , page 37
1. We note on page 14 that
pending the finalization of the terms of Brexit during the
transition process
through December 31, 2020, the Company is unable to predict the effect
Brexit will have on its
business and results of operations. Notwithstanding, please address
the underlying reasons
for the year over year decline in your UK revenues since 2017 as
reported on page 115
and whether you expect such trend to continue. Refer to Item
303(a)(3)of Regulation
S-K.
Notes to Consolidated Financial Statements
Ernst Teunissen
TripAdvisor, Inc.
July 7, 2020
Page 2
Note 4. Revenue Recognition
Disaggregation of Revenue, page 90
2. Please tell us how your current presentation of disaggregated revenues
depicts the nature,
amount, timing and uncertainty of revenues and cash flows as affected
by economic
factors. In this regard, we note in your earnings call and on pages
88-89, that you referred
to discrete revenue streams including but not limited to hotel
metasearch auction revenues,
hotel B2B revenues, media revenues, booking commissions, transaction
fees (seated diner
fees), subscription-based advertising, and display advertising. Refer
to ASC 606-10-55-
89 and 90.
Note 18. Segment and Geographic Information
Revenue and Geographic Information , page 114
3. We note on page 11 that at least two of your significant advertising
partners, Expedia and
Booking, accounted for a combined 33% of total revenues. Please
provide information
regarding the extent of your reliance on major customers which provide
10% or more of
your revenues. Refer to ASC 280-10-50-42.
Form 10-Q for the Quarterly Period Ended March 31,2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Adjusted EBITDA, page 38
4. We note that your discussion of Adjusted EBITDA, absent a preceding
discussion of Net
Income/ Loss, is inconsistent with Q&A 102.10 of the CD&I on Non-GAAP
Financial
Measures (April 4, 2018). Please revise in future filings.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters.
FirstName LastNameErnst Teunissen Sincerely,
Comapany NameTripAdvisor, Inc.
Division of
Corporation Finance
July 7, 2020 Page 2 Office of
Technology
FirstName LastName
