1、Notice of 2020 Annual Meeting andProxy Statementand2019 Annual ReportNotice of 2020 Annual Meetingand Proxy StatementApril 28,2020Dear Fellow Stockholder:Our 2019 financial results demonstrate our success navigating challenges with a disciplined approach to growth,investment,profitability and capita
2、l allocation.Consolidated revenue declined 3%year-over-year,2019 GAAP netincome grew 12%to$126 million,and adjusted EBITDA grew 4%to$438 million while Cash flow from operatingactivities grew 5%to$424 million.We have operated a very cash generative business over many years and we took action in three
3、 important focusareas to ensure that would continue for years to come.Specifically,we:Continued to focus on driving revenue growth outside of the hotel auction;Adjusted our cost structure to support continued strong adjusted EBITDA and operating cash flow;andReturned a total of$548 million of capita
4、l to stockholders through a special dividend and share buyback.We ended 2019 with$319 million of cash and cash equivalents,and no outstanding debt.Thus far in 2020,increased impacts of the COVID-19 outbreak have created significant uncertainty related toglobal travel trends.On March 18,2020 we annou
5、nced the withdrawal of our 2020 outlook and associatedcommentary,given our inability to reliably quantify the COVID-19 outbreaks impact on our future financial results.I note that while the COVID-19 outbreaks full impacts are still to be determined,the travel and tourism industry hasrecovered from p
6、ast disruptions.At Tripadvisor,we have successfully navigated these disruptions,and we willcontinue to operate prudently through this challenging period.We are confident that travel will rebound.Also,we areconfident in our long-term business prospects and strategy.We are closely monitoring this deve