0000950170-23-037142 | 10-Q | XBRL Viewer

June 30, 2023

December 31, 2022

(in millions)

Foreign currency exchange-forward contracts (1) (2)

Stock Based Awards and Other Equity Instruments (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs

The following table presents the amount of stock-based compensation expense and the related income tax benefit included in our unaudited condensed consolidated statements of operations during the periods presented:


	Three months ended						Six months ended
	June 30,						June 30,
	2023			2022			2023			2022
	(in millions)						(in millions)
Total stock-based compensation expense	$	25		$	21		$	48		$	43
Income tax benefit from stock-based compensation		(5	)		(5	)		(10	)		(9	)
Total stock-based compensation expense, net of tax	$	20		$	16		$	38		$	34

Summary of Stock Option Activity

A summary of our stock option activity, consisting of service-based non-qualified stock options, is presented below:


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding at December 31, 2022		5,462		$	43.48
Granted		138			20.85
Cancelled or expired		(466	)		41.95
Options outstanding at June 30, 2023		5,134		$	43.01		4.5	$	—
Exercisable as of June 30, 2023		3,816		$	49.19		3.0	$	—
Vested and expected to vest after June 30, 2023 (1)		4,988		$	43.47		4.4	$	—

(1)

The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore does not include a forfeiture rate in its vested and expected to vest calculation unless necessary for a performance condition award.

Summary of RSU Activity


				Weighted
				Average
				Grant-		Aggregate
	RSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested RSUs outstanding as of December 31, 2022		8,572		$	28.41
Granted		6,488			21.75
Vested and released (1)		(2,337	)		30.55
Cancelled		(621	)		27.28
Unvested RSUs outstanding as of June 30, 2023 (2)		12,102		$	24.48	$	200

(1)

Inclusive of approximately 540,000 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2023 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.

(2)

MSUs

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of RSU Activity

PSUs (1)

MSUs (2)

Weighted

Weighted

Average

Average

Grant-

Aggregate

Grant-

Aggregate

Date Fair

Intrinsic

Date Fair

Intrinsic

Outstanding

Value Per Share

Value

Outstanding

Value Per Share

Value

(in thousands)

(in millions)

(in thousands)

(in millions)

Unvested and outstanding as of December 31, 2022

—

$—

592

$10.00

Granted

546

18.45

34

14.80

Cancelled

(2)

18.45

(54)

9.26

Unvested and outstanding as of June 30, 2023

544

$18.45

$9

572

$10.35

$9

(1)

Represents PSUs awarded in February 2023. The PSU awards provide for vesting in two equal annual installments on each of February 15, 2024 and February 15, 2025, based on the extent to which the Company achieves certain financial metrics relative to targets established by the Company’s Compensation Committee of its Board of Directors. The estimated grant-date fair value per PSU was measured based on the quoted price of our common stock at the date of grant, calculated upon the establishment of performance targets, and will be amortized on a straight-line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. Probable outcome for performance-based awards is updated based upon changes in actual and forecasted operating results or expected achievement of performance goals, as applicable, and the impact of modifications, if any.

(2)

MSUs shall vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30 day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00; and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company. A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices was used to calculate the grant-date fair value of our MSU awards. The estimated grant-date fair value of these awards is amortized on a straight-line basis over the requisite service period and is not adjusted based on the actual number of awards that ultimately vest.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Investments, All Other Investments [Abstract]

Financial Instruments and Fair Value Measurements

NOTE 4: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels:

Level 1—Valuations are based on quoted market prices for identical assets and liabilities in active markets.

Level 2—Valuations are based on observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3—Valuations are based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

Cash, Cash Equivalents and Marketable Securities

As of June 30, 2023 and December 31, 2022, we had approximately $1.1 billion and $1.0 billion of cash and cash equivalents, respectively, which consisted of available on demand cash deposits and term deposits, as well as money market funds, with maturities of 90 days or less at the date of purchase, in each case, with major global financial institutions. We had no outstanding investments classified as either short-term or long-term marketable securities as of June 30, 2023 and December 31, 2022, and there were no purchases or sales of any marketable securities during and for the three and six months ended June 30, 2023 and 2022.

The following table shows our cash and cash equivalents that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy, as well as their classification on our unaudited condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022:


	June 30, 2023						December 31, 2022
	Amortized Cost		Fair Value (1)		Cash and Cash Equivalents		Amortized Cost		Fair Value (1)		Cash and Cash Equivalents
	(in millions)
Cash	$	638	$	638	$	638	$	821	$	821	$	821
Level 1:
Money market funds		503		503		503		—		—		—
Level 2:
Term deposits		—		—		—		200		200		200
Total	$	1,141	$	1,141	$	1,141	$	1,021	$	1,021	$	1,021

(1)

Unrealized gains and losses related to our cash equivalents were not material.

We generally classify cash equivalents and marketable securities, if any, within Level 1 and Level 2 as we value these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). The valuation technique we use to measure the fair value of money market funds is derived from quoted prices in active markets for identical assets or liabilities. Fair values for Level 2 investments are considered “Level 2” valuations because they are obtained from independent pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source.

Derivative Financial Instruments

We use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows primarily for the Euro versus the U.S. Dollar. For the three and six months ended June 30, 2023 and 2022, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days. Our outstanding or unsettled forward contracts are carried at fair value on our unaudited condensed consolidated balance sheet as of both June 30, 2023 or December 31, 2022. We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets. We recognize any gain or loss resulting from the change in fair value of our foreign currency forward contracts in other income (expense), net on our unaudited condensed consolidated statement of operations, which was not material during the three and six months ended June 30, 2023, while we recorded a net gain of $2 million for both the three and six months ended June 30, 2022.

The following table shows the net notional principal amounts of our outstanding derivative instruments as of the dates presented:

(1)

Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.

(2)

The fair value of our outstanding derivatives as of June 30, 2023 and December 31, 2022, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the unaudited condensed consolidated balance sheet.

Counterparties to our outstanding forward contracts consist of major global financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. We do not use derivatives for trading or speculative purposes. We were not entered into any cash flow, fair value or net investment hedges as of June 30, 2023 or December 31, 2022.

Other Financial Assets and Liabilities

As of June 30, 2023 and December 31, 2022, financial instruments not measured at fair value on a recurring basis including accounts payable, accrued expenses and other current liabilities, and deferred merchant payables, were carried at cost on our unaudited condensed consolidated balance sheets, which approximates their fair values because of the short-term nature of these items. Accounts receivable and contract assets, as described below, as well as certain other financial assets, are measured at amortized cost and are carried at cost less an allowance for expected credit losses on our unaudited condensed consolidated balance sheets to present the net amount expected to be collected.

Accounts Receivable and Contract Assets, net

The following table provides information about the opening and closing balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers:


	June 30, 2023		December 31, 2022
	(in millions)
Accounts receivable	$	211	$	173
Contract assets		29		32
Total	$	240	$	205

Accounts receivable are recognized when the right to consideration becomes unconditional, and are recorded net of an allowance for expected credit losses. We record accounts receivable at the invoiced amount. Our customer invoices are generally due from customers 30 days from the time of invoicing. During the six months ended June 30, 2023, we recorded $1 million of incremental allowance for expected uncollectible accounts, offset by $8 million of write-offs for accounts deemed to be uncollectible. The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors. Contract assets are rights to consideration in exchange for services that we have transferred to a customer when that right is conditional on something other than the passage of time, such as commission payments that are contingent upon the completion of the service by the principal in the transaction. The difference between the opening and closing balances of our contract assets primarily results from the timing difference between when we satisfy our performance obligations and the time when the principal completes the service in the transaction.

Fair Value of Long-Term Debt

The following table shows the aggregate principal and fair value amount of the outstanding 2025 Senior Notes and 2026 Senior Notes as of the dates presented, which are classified as long-term debt on our unaudited condensed consolidated balance sheets and considered Level 2 fair value measurements. Refer to “Note 6: Debt” for additional information on the 2025 Senior Notes and 2026 Senior Notes.


	June 30, 2023		December 31, 2022
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		496		495
Fair value amount (2)		502		498

2026 Senior Notes
Aggregate principal amount	$	345	$	345
Carrying value amount (3)		342		341
Fair value amount (2)		291		281

(1)

Net of $4 million and $5 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.

(2)

We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source.

(3)

Net of $3 million and $4 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.

The Company did not have any assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs as of June 30, 2023 and December 31, 2022.

Risks and Concentrations

Our business is subject to certain financial risks and concentrations, including concentration related to dependence on our relationships with our customers. For the year ended December 31, 2022, our two most significant travel partners, Expedia Group, Inc. (and its subsidiaries) and Booking Holdings, Inc. (and its subsidiaries), each accounted for 10% or more of our consolidated revenue and together accounted for approximately 35% of our consolidated revenue, with nearly all of this revenue concentrated in our Tripadvisor Core segment.

Financial instruments, which potentially subject us to concentration of credit risk, generally consist, at any point in time, of cash and cash equivalents, corporate debt securities, forward contracts, capped calls, and accounts receivable. We maintain cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits in the U.S. and similar programs outside the U.S. Our cash is generally composed of available on demand bank deposits or term deposits with several major global financial institutions, as well as money market funds, primarily denominated in U.S. dollars, and to a lesser extent Euros, British pounds, and Australian dollars. We may invest in highly-rated corporate debt securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. Our credit risk related to corporate debt securities is also mitigated by the relatively short maturity period required by our investment policy. Forward contracts and capped calls are transacted with major international financial institutions with high credit standings. Forward contracts, which, to date, have typically had

maturities of less than 90 days, also mitigates risk. Our overall credit risk related to accounts receivable is mitigated by the relatively short collection period.

Assets Measured at Fair Value on a Non-recurring Basis

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

The Company owns a 40% equity investment in Chelsea Investment Holding Company PTE Ltd, which is majority owned by Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited. The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence, but not control, over the investee. The carrying value of this minority investment was $31 million and $32 million as of June 30, 2023 and December 31, 2022, respectively, and is included in non-marketable investments on our unaudited condensed consolidated balance sheets. During both the six months ended June 30, 2023 and 2022, we recognized $1 million, representing our share of the investee’s net loss in other income (expenses), net within the unaudited condensed consolidated statements of operations. The Company evaluates this investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment based on Level 3 inputs, is recognized in earnings when an impairment is deemed to be other than temporary. During the three and six months ended June 30, 2023 and 2022, we did not record any impairment loss on this equity investment.

The Company maintains various commercial agreements with Chelsea Investment Holding Company PTE Ltd. and/or its subsidiaries. Transactions under these agreements are considered related-party transactions, and were not material during the three and six months ended June 30, 2023 and 2022.

Other Long-Term Assets

The Company holds collateralized notes (the “Notes Receivable”) issued by a privately held company with a total principal amount of $20 million. The Company has classified the Notes Receivable as held-to-maturity, as the Company has concluded it has the positive intent and ability to hold the Notes Receivable until maturity, with 50% due in June 2025 and the remaining 50% due in June 2030. As of both June 30, 2023 and December 31, 2022, the carrying value of the Notes Receivable was $9 million, net of accumulated allowance for credit losses, and is classified in other long-term assets, net on our unaudited condensed consolidated balance sheets at amortized cost. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether the Notes Receivable are impaired and monitor for changes to our allowance for credit losses.

Other non-financial assets, such as property and equipment, goodwill, intangible assets, and operating lease right-of-use assets are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements, if necessary, are based predominately on Level 3 inputs.

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Millions

Total

Class B Common Stock

Common Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Treasury Stock

Beginning balance at Dec. 31, 2021

$ 789

$ 1,326

$ 241

$ (56)

$ (722)

Beginning balance, shares at Dec. 31, 2021

12,799,999

144,656,649

(18,844,614)

Net Income (Loss)

(3)

^[1]

(3)

Other comprehensive income (loss), net of tax

(28)

Issuance of common stock related to exercises of options and vesting of RSUs, shares

1,191,072

Withholding taxes on net share settlements of equity awards

(9)

Stock-based compensation

Ending balance at Jun. 30, 2022

796

1,364

238

(84)

$ (722)

Ending balance, shares at Jun. 30, 2022

12,799,999

145,847,721

(18,844,614)

Beginning balance at Mar. 31, 2022

767

1,342

207

(60)

$ (722)

Beginning balance, shares at Mar. 31, 2022

12,799,999

145,636,700

(18,844,614)

Net Income (Loss)

^[1]

Other comprehensive income (loss), net of tax

(24)

Issuance of common stock related to exercises of options and vesting of RSUs, shares

211,021

Withholding taxes on net share settlements of equity awards

(1)

Stock-based compensation

Ending balance at Jun. 30, 2022

796

1,364

238

(84)

$ (722)

Ending balance, shares at Jun. 30, 2022

12,799,999

145,847,721

(18,844,614)

Beginning balance at Dec. 31, 2022

$ 861

1,404

261

(82)

$ (722)

Beginning balance, shares at Dec. 31, 2022

128,046,924

12,799,999

146,891,538

(18,844,614)

Net Income (Loss)

$ (49)

^[1]

(49)

Other comprehensive income (loss), net of tax

Issuance of common stock related to exercises of options and vesting of RSUs, shares

1,751,107

Repurchase of common stock, shares

(4,724,729)

Repurchase of common stock (Note 11)

(75)

$ (75)

Withholding taxes on net share settlements of equity awards

(12)

Stock-based compensation

Ending balance at Jun. 30, 2023

$ 781

1,445

212

(79)

$ (797)

Ending balance, shares at Jun. 30, 2023

125,073,302

12,799,999

148,642,645

(23,569,343)

Beginning balance at Mar. 31, 2023

$ 808

1,420

188

(78)

$ (722)

Beginning balance, shares at Mar. 31, 2023

12,799,999

148,090,833

(18,844,614)

Net Income (Loss)

^[1]

Other comprehensive income (loss), net of tax

$ (1)

(1)

Issuance of common stock related to exercises of options and vesting of RSUs, shares

551,812

Repurchase of common stock, shares

(4,724,729)

Repurchase of common stock (Note 11)

$ (75)

Withholding taxes on net share settlements of equity awards

(3)

Stock-based compensation

Ending balance at Jun. 30, 2023

$ 781

$ 1,445

$ 212

$ (79)

$ (797)

Ending balance, shares at Jun. 30, 2023

125,073,302

12,799,999

148,642,645

(23,569,343)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481674/830-30-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-17

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-4

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-20

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482739/220-10-55-15

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Details) - Restricted Stock Units
$ / shares in Units, $ in Millions

6 Months Ended

Jun. 30, 2023

USD ($)

$ / shares

RSUs outstanding

Unvested outstanding, Beginning balance | shares

8,572,000

Unvested RSUs, Granted | shares

6,488,000

Unvested RSUs, Vested and released | shares

(2,337,000)

^[1]

Unvested RSUs, Cancelled | shares

(621,000)

Unvested outstanding, Ending balance | shares

12,102,000

^[2]

Weighted Average Grant-Date Fair Value Per Share

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares

$ 28.41

Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares

21.75

Weighted Average Grant-Date Fair Value Per Share, Vested and released | $ / shares

30.55

^[1]

Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares

27.28

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares

$ 24.48

^[2]

Aggregate Intrinsic Value

Unvested RSUs outstanding, Aggregate Intrinsic Value | $

$ 200

^[2]

[1]

[2]

Financial Instruments and Fair Value Measurements - Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes (Details) - USD ($)
$ in Millions

Jun. 30, 2023

Dec. 31, 2022

Debt Instrument [Line Items]

Carrying value amount

$ 838

$ 836

Level 2 | 2025 Senior Notes

Debt Instrument [Line Items]

Aggregate principal amount

500

Carrying value amount

^[1]

496

495

Fair value amount

^[2]

502

498

Level 2 | 2026 Senior Notes

Debt Instrument [Line Items]

Aggregate principal amount

345

Carrying value amount

^[3]

342

341

Fair value amount

^[2]

$ 291

$ 281

[1]	Net of $4 million and $5 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.
[2]	We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source.
[3]	Net of $3 million and $4 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Aug. 16, 2022	Nov. 01, 2019
Schedule Of Capitalization Equity [Line Items]
Repurchase of shares of common stock authorized					$ 100
Repurchase of common stock, shares	4,724,729
Remaining authorized share repurchased amount			$ 75		$ 250
Average price of shares repurchased, common stock	$ 15.85
Aggregate cost of shares repurchased, common stock	$ 75	$ 75
Treasury stock, shares	23,569,343	23,569,343	18,844,614
Nondeductible Excise Tax Percentage				1.00%
Aggregate cost of treasury stock	$ 797	$ 797	$ 722

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Number of Common Shares Outstanding


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023			2022
	(shares in thousands and dollars in millions, except per share amounts)
Numerator:
Net income (loss) (1)	$	24	$	31	$	(49	)	$	(3	)
Denominator:
Weighted average shares used to compute Basic EPS		139,881		139,692		140,666			139,392
Weighted average effect of dilutive securities:
Stock-based awards (Note 10)		560		1,130		—			—
2026 Senior Notes (Note 6)		4,674		4,674		—			—
Weighted average shares used to compute Diluted EPS		145,115		145,496		140,666			139,392
Basic EPS	$	0.17	$	0.22	$	(0.35	)	$	(0.02	)
Diluted EPS	$	0.17	$	0.21	$	(0.35	)	$	(0.02	)

(1)

Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Dec. 31, 2022

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Cash and cash equivalents, consisted of cash deposits

^[1]

$ 1,141,000,000

$ 1,021,000,000

Incremental allowance for expected uncollectible accounts

1,000,000

Write-offs

8,000,000

Cash and cash equivalents

1,141,000,000

$ 1,141,000,000

1,021,000,000

Derivative instruments not designated as hedging instruments, description of terms

Foreign currency exchange contracts maturity period, maximum

90 days

Earnings (losses) from equity method investment, net

$ 1,000,000

Maturity of term deposits

90 days or less at the date of purchase, in each case, with

Short-term marketable securities outstanding

$ 0

Long-term marketable securities outstanding

Derivative gain loss on derivative net

$ 2,000,000

Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]

Net Income (Loss), Including Portion Attributable to Noncontrolling Interest

Other Long-Term Assets

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Redeemable noncontrolling interest, settlement amount

$ 20,000,000

Percentage of notes receivable due in june 2025

50.00%

Percentage of notes receivable due in june 2030

50.00%

Net of accumulated allowance for credit losses, Carrying value

$ 9,000,000

9,000,000

Chelsea Investment Holding Company PTE, Ltd

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Equity method investment, ownership percentage

40.00%

Impairment loss on equity method investments

$ 0

Chelsea Investment Holding Company PTE, Ltd | Non-Marketable Investments

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Equity method investments

$ 31,000,000

$ 32,000,000

Customer Concentration Risk | Sales | Booking

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Customer concentration risk

10.00%

Customer Concentration Risk | Sales | Expedia and Booking

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Customer concentration risk

35.00%

[1]	Unrealized gains and losses related to our cash equivalents were not material.

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

NOTE 6: DEBT

The Company’s outstanding debt consisted of the following as of the dates presented:


June 30, 2023	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(4	)	$	496
2026 Senior Notes		345		(3	)		342
Total Long-Term Debt	$	845	$	(7	)	$	838

December 31, 2022	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(5	)	$	495
2026 Senior Notes		345		(4	)		341
Total Long-Term Debt	$	845	$	(9	)	$	836

Credit Facility

We are party to a credit agreement with a group of lenders initially entered into in June 2015 (as amended, the “Credit Agreement”), which, among other things, provides for a $500 million secured revolving credit facility (the “Credit Facility”). On May 8, 2023, the Company declared a "Covenant Changeover Date" (as defined in its existing credit agreement), thereby declaring the Company out of the financial covenant holiday and no longer subject to certain of the restrictive covenants contained in the agreement. Following that, on June 29, 2023, we amended and restated the Credit Agreement (the "Restated Credit Agreement") to, among other things, (i) extend the maturity date of the Credit Facility from May 12, 2024 to June 29, 2028 (unless, on any date that is 91 days prior to the final scheduled maturity date in respect of any indebtedness outstanding under certain “specified debt", the aggregate outstanding principal amount of such specified debt is $200 million or more then the maturity date will be such business day); (ii) maintain the aggregate amount of revolving commitments available at $500 million; (iii) increases the total net leverage ratio from 3.5 to 1.0 to 4.5 to 1.0; and (iv) replace the LIBOR interest rate benchmark with a secured overnight financing rate ("SOFR") interest rate benchmark.

The Company may borrow from the Credit Facility in U.S dollars, Euros and Sterling. Borrowings under the Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Term Benchmark Borrowing rate, or the EURIBO rate for the interest period in effect for such borrowings in Euro; plus an applicable margin ranging from 1.75% to 2.50% (“Term Benchmark/RFP Spread”), based on the Company’s total net leverage ratio; (ii) the RFP Borrowing rate, or the Daily Simple Sterling Overnight Interbank Average rate for the interest period in effect for such borrowings in Sterling; plus the Term Benchmark/RFP Spread, based on the Company’s total net leverage ratio; or (iii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum; and (c) the Term Benchmark Borrowing rate, or Adjusted Term SOFR for an interest period of one month as published two US Government Securities Business Days prior to such day (or if such day is not a US Government Securities Business Day, the immediately preceding US Government Securities Business Day) plus 1.00% per annum; in addition to an applicable margin ranging from 0.75% to 1.50%, based on the Company’s total net leverage ratio. In addition, we are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit. As of June 30, 2023, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio. In addition, the Credit Facility includes $15 million of borrowing capacity available for letters of credit and $40 million for swing line borrowings on same-day notice.

As of June 30, 2023 and December 31, 2022, the Company had no outstanding borrowings under the Credit Facility and had issued $4 million of undrawn standby letters of credit under the Credit Facility. For the three and six months ended June 30, 2023 and 2022, total interest expense and commitment fees on our Credit Facility was not material. In connection with the Restated Credit Agreement, we incurred lender fees and other debt financing costs of approximately $3 million. These costs were capitalized as deferred financing costs in other long-term assets on our unaudited consolidated balance sheet as of June 30, 2023, while deferred financing costs incurred in previous amendments, which were immediately recognized to interest expense on our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, were not material. As of June 30, 2023, the Company had $4 million remaining in deferred financing costs in connection with the Credit Facility. These costs will be amortized over the remaining term of the Credit Facility, using the effective interest rate method, and recorded to interest expense on our unaudited condensed consolidated statement of operations.

There is no specific repayment date prior to the maturity date for any borrowings under the Credit Agreement. We may voluntarily repay any outstanding borrowing under the Credit Facility at any time without premium or penalty, other than customary breakage costs with respect to Term Benchmark and RFP interest rate-based loans. Additionally, the Company believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, we intend to classify any future borrowings under this facility as long-term debt. The Credit Agreement contains a number of covenants that, among other things, restrict our ability to incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. In addition, to secure the obligations under the Credit Agreement, the Company and certain subsidiaries have granted security interests and liens in and on substantially all of their assets as well as pledged shares of certain of the Company’s subsidiaries. The Credit Agreement requires us to maintain a maximum total net leverage ratio and contains certain customary affirmative and negative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the Credit Facility. As of June 30, 2023 and December 31, 2022, the Company was in compliance with its existing covenants.

2025 Senior Notes

In 2020, the Company issued $500 million of outstanding aggregate principal amount of 7.0% Senior Notes due 2025 (the “2025 Senior Notes”). The 2025 Senior Notes are governed by an indenture dated July 9, 2020 (the “2025 Indenture”), among the Company, the guarantors and the trustee. The 2025 Indenture provides, among other things, that interest is payable on the 2025 Senior Notes semiannually on January 15 and July 15 of each year, and continues until their maturity date of July 15, 2025. The 2025 Senior Notes are senior unsecured obligations of the Company, although unconditionally guaranteed on a joint and several basis, by certain of the Company’s domestic subsidiaries. The Company has the option to redeem all or a portion of the 2025 Senior Notes at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any.

As of both June 30, 2023 and December 31, 2022, unpaid interest on the 2025 Senior Notes totaled approximately $16 million, and was included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheets. During both the three and six months ended June 30, 2023 and 2022, we recorded interest expense of $9 million and $18 million, respectively, on our unaudited condensed consolidated statements of operations.

The 2025 Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, restrict the ability of the Company and certain of its subsidiaries to incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; create restrictions affecting the ability of restricted subsidiaries to make distributions, loans or advances or transfer assets to the Company or the restricted subsidiaries; enter into certain transactions with the Company’s affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of the Company’s assets.

2026 Senior Notes

In 2021, the Company issued $345 million in outstanding aggregate principal amount of 0.25% Convertible Senior Notes due 2026 (the “2026 Senior Notes”). The Company also entered into an Indenture dated March 25, 2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee. The terms of the 2026 Senior Notes are governed by the 2026 Indenture. The 2026 Senior Notes mature on April 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Senior Notes are senior unsecured obligations of the Company, although unconditionally guaranteed on a joint and several basis, by certain of the Company’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year. During both the three and six months ended June 30, 2023 and 2022, our effective interest rate, including debt issuance costs, was approximately 0.50% and interest expense incurred was not material in any period. As of June 30, 2023 and December 31, 2022, unpaid interest on the 2026 Senior Notes was also not material.

The initial conversion rate for the 2026 Senior Notes is 13.5483 shares of common stock per $1,000 principal amount of 2026 Senior Notes, which is equivalent to an initial conversion price of approximately $73.81 per share of common stock, or approximately 4.7 million shares of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the 2026 Indenture. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock.

The Company accounts for the 2026 Senior Notes as a liability measured at its amortized cost, and no other features of the 2026 Senior Notes are bifurcated and recognized as a derivative. The 2026 Senior Notes are unsecured and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or restrictions on the issuance or repurchase of securities by the Company.

Refer to “Note 9: Debt” in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022, for additional information pertaining to redemption, conversion, and repurchase features or terms regarding the 2025 Senior Notes and 2026 Senior Notes.

Capped Call Transactions

In connection with the issuance of the 2026 Senior Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Senior Notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”) at a cost of approximately $35 million. The Capped Calls are separate transactions entered into by the Company with each of the Option Counterparties, and are not part of the terms of the 2026 Senior Notes and therefore will not affect any noteholder’s rights under the 2026 Senior Notes. Noteholders will not have any rights with respect to the Capped Calls.

The Capped Calls cover, subject to anti-dilution adjustments, substantially similar to those applicable to the conversion rate of the 2026 Senior Notes, the number of shares of common stock initially underlying the 2026 Senior Notes, or up to approximately 4.7 million shares of our common stock. The Capped Calls are expected generally to reduce potential dilution to the common stock upon any conversion of 2026 Senior Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2026 Senior Notes, as the case may be, with such reduction and/or offset subject to a cap. The strike price of the Capped Calls is $73.81, while the cap price of the Capped Calls will initially be $107.36 per share of our common stock, which represents a premium of 100% over the close price of our common stock of $53.68 per share on March 22, 2021, subject to certain customary adjustments under the terms of the Capped Calls.

The Capped Calls are considered indexed to our own stock and are considered equity classified under GAAP, and included as a reduction to additional paid-in-capital within stockholders’ equity on the unaudited condensed consolidated balance sheets as of both June 30, 2023 and December 31, 2022. The Capped Calls are not accounted for as derivatives and their fair value is not remeasured each reporting period.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Stock Based Awards and Other Equity Instruments - Summary of Activity for PSUs and MSUs (Details)
$ / shares in Units, shares in Thousands, $ in Millions

6 Months Ended

Jun. 30, 2023

USD ($)

$ / shares

MSUs

Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]

Unvested outstanding, Beginning balance | shares

592

^[1]

Unvested Shares, Granted | shares

^[1]

Unvested Shares Cancelled | shares

(54)

^[1]

Unvested outstanding, Ending balance | shares

572

^[1]

Weighted Average Grant-Date Fair Value Per Share

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares

$ 10

^[1]

Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares

14.8

^[1]

Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares

9.26

^[1]

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares

$ 10.35

^[1]

Aggregate Intrinsic Value

Unvested outstanding, Aggregate Intrinsic Value | $

$ 9

^[1]

PSUs

Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]

Unvested outstanding, Beginning balance | shares

^[2]

Unvested Shares, Granted | shares

546

^[2]

Unvested Shares Cancelled | shares

(2)

^[2]

Unvested outstanding, Ending balance | shares

544

^[2]

Weighted Average Grant-Date Fair Value Per Share

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares

$ 0

^[2]

Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares

18.45

^[2]

Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares

18.45

^[2]

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares

$ 18.45

^[2]

Aggregate Intrinsic Value

Unvested outstanding, Aggregate Intrinsic Value | $

$ 9

^[2]

[1]

[2]

Earnings Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 12: EARNINGS PER SHARE

We compute basic earnings per share ("Basic EPS") by dividing net income (loss) by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share ("Diluted EPS") by dividing net income (loss) by the sum of the weighted average number of common shares outstanding including the dilutive effect of stock-based awards as determined under the treasury stock method and of our 2026 Senior Notes using the if-converted method, as share settlement is presumed, under GAAP. In periods when we recognize a net loss, we exclude the impact of outstanding stock-based awards and the potential share settlement impact related to our 2026 Senior Notes from the Diluted EPS calculation as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, such as for the six months ended June 30, 2023 and 2022, respectively, Diluted EPS is the same as Basic EPS.

Additionally, in periods when the 2026 Senior Notes are dilutive, interest expense, net of tax, is added back to net income (loss) (the “numerator”) to calculate Diluted EPS. The Capped Calls are excluded from the calculation of Diluted EPS, as they would be antidilutive. However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026 Senior Notes from the conversion price up to the cap price. As of June 30, 2023 and 2022, the market price of a share of our common stock did not exceed the $107.36 cap price.

Below is a reconciliation of the weighted average number of common shares outstanding used to calculate Diluted EPS for the periods presented:


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023			2022
	(shares in thousands and dollars in millions, except per share amounts)
Numerator:
Net income (loss) (1)	$	24	$	31	$	(49	)	$	(3	)
Denominator:
Weighted average shares used to compute Basic EPS		139,881		139,692		140,666			139,392
Weighted average effect of dilutive securities:
Stock-based awards (Note 10)		560		1,130		—			—
2026 Senior Notes (Note 6)		4,674		4,674		—			—
Weighted average shares used to compute Diluted EPS		145,115		145,496		140,666			139,392
Basic EPS	$	0.17	$	0.22	$	(0.35	)	$	(0.02	)
Diluted EPS	$	0.17	$	0.21	$	(0.35	)	$	(0.02	)

(1)

Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.

Potential common shares, consisting of outstanding stock options, RSUs, and those issuable under the 2026 Senior Notes, totaling approximately 16.1 million shares and 22.4 million shares for the three and six months ended June 30, 2023, respectively, and approximately 11.5 million shares and 15.2 million shares for the three and six months ended June 30, 2022, respectively, have been excluded from the Diluted EPS calculation because their effect would have been antidilutive. In addition, potential common shares from certain performance-based awards of approximately 1.1 million shares for both the three and six months ended June 30, 2023, respectively, and approximately 0.1 million shares for both the three and six months ended June 30, 2022, respectively, for which all targets required to trigger vesting had not been achieved, were also excluded from the calculation of weighted average shares used to compute Diluted EPS.

The earnings per share amounts are the same for our common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. In addition, our non-vested RSUs are entitled to dividend equivalents, which are payable to the holder subject to, and only upon vesting of, the underlying awards and are therefore forfeitable. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two‑class method of determining earnings per share.

Basis of Presentation

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

NOTE 1: BASIS OF PRESENTATION

We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor”, "Tripadvisor group," “the Company”, “us”, “we” and “our” in these notes to the unaudited condensed consolidated financial statements.

Description of Business

The Tripadvisor group operates as a family of brands with a purpose of connecting people to experiences worth sharing. Our vision is to be the world’s most trusted source for travel and experiences. The Company operates across three reportable segments: Tripadvisor Core, Viator, and TheFork. We leverage our brands, technology platforms, and capabilities to connect our large, global audience with partners by offering rich content, travel guidance products and services, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories.

Tripadvisor Core’s purpose is to empower everyone to be a better traveler by serving as the world’s most trusted and essential travel guidance platform. The Tripadvisor brand offers travelers and experience seekers an online global platform for travelers to discover, generate, and share authentic user-generated content, or UGC, in the form of ratings and reviews for destinations, points-of-interest, or POIs, experiences, alternative accommodation rentals, restaurants, and cruises in over 40 countries and over 20 languages across the world. As of December 31, 2022, Tripadvisor offered more than 1 billion user-generated ratings and reviews on nearly 8 million experiences, accommodations, restaurants, airlines, and cruises.

Viator enables travelers to discover and book iconic, unique and memorable experiences from operators around the globe. Viator's online marketplace is comprehensive, connecting travelers to bookable tours, activities and attractions—consisting of over 300,000 experiences from more than 50,000 operators as of December 31, 2022.

TheFork provides an online marketplace that enables diners to discover and book online reservations at more than 55,000 restaurants in 12 countries, as of December 31, 2022, across the UK, western and central Europe, and Australia.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. We prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, previously filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP.

As of June 30, 2023, Liberty Tripadvisor Holdings, Inc. (“LTRIP”) beneficially owned approximately 16.4 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute 13% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock. Assuming the conversion of all LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own 21% of the outstanding common stock. Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially own equity securities representing 57% of our voting power. We had no related party transactions with LTRIP during the three and six months ended June 30, 2023 and 2022, respectively.

Risks and Uncertainties

Our business was negatively impacted by the risks and uncertainties related to the COVID-19 pandemic. We believe the travel, leisure, hospitality, and restaurant industries, and our financial results, would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis which result in reinstated travel bans and/or other government restrictions and mandates, all of which would likely negatively impact consumer demand, sentiment and discretionary spending patterns.

Additionally, other health-related events, political instability, geopolitical conflicts, acts of terrorism, fluctuations in currency values, changes in global economic conditions, including the impact of a potential U.S. recession, and increased inflation, are examples of other events that could have a negative impact on the travel industry, and as a result, our financial results in the future.

Accounting Estimates

We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimate underlying our unaudited condensed consolidated financial statements is accounting for income taxes.

Seasonality

Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points. In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, which factors include further significant shifts in our business mix, adverse economic conditions, or health-related events.

Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Millions

Jun. 30, 2023

Dec. 31, 2022

Other Liabilities, Noncurrent [Abstract]

Unrecognized tax benefits

^[1]

$ 151

$ 204

Deferred gain on equity method investment

^[2]

Long-term income taxes payable

^[3]

Other

Total

$ 195

$ 265

[1]	Refer to “Note 8: Income Taxes” for information regarding our unrecognized tax benefits. Amounts include accrued interest related to this liability.
[2]	Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment. Refer to “Note 4: Financial Instruments and Fair Value Measurements” for additional information.
[3]	Amount relates to the long-term portion of transition tax payable related to the 2017 Tax Act.

Segment Information - Summary of Segment Information (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[1]

$ 494

$ 417

$ 865

$ 679

Adjusted EBITDA

109

123

137

Depreciation and amortization

(21)

(25)

(42)

(50)

Stock-based compensation

(25)

(21)

(48)

(43)

Non-recurring income (expense)

(3)

Operating income (loss)

Other income (expense), net

(10)

(1)

(23)

Income (loss) before income taxes

(Provision) benefit for income taxes

(20)

(22)

(78)

(24)

Net income (loss)

^[2]

(49)

(3)

Tripadvisor Core

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[1]

279

274

523

465

Viator

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[1]

216

136

331

192

The Fork

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[1]

Intersegment

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

Third-Party

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

494

417

865

679

Reportable Segments | Tripadvisor Core

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

279

274

523

465

Adjusted EBITDA

^[3]

116

168

172

Reportable Segments | Viator

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[4]

216

136

331

192

Adjusted EBITDA

^[4]

(2)

(31)

(20)

Reportable Segments | The Fork

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[5]

Adjusted EBITDA

^[5]

(4)

(7)

(14)

(15)

Reportable Segments | Intersegment | Tripadvisor Core

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

Reportable Segments | Intersegment | Viator

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[4]

Reportable Segments | Intersegment | The Fork

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[5]

Reportable Segments | Third-Party | Tripadvisor Core

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[3]

240

249

461

429

Reportable Segments | Third-Party | Viator

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[4]

216

136

331

192

Reportable Segments | Third-Party | The Fork

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

^[5]

Corporate and Eliminations

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

(39)

(25)

(62)

(36)

Adjusted EBITDA

Depreciation and amortization

(21)

(25)

(42)

(50)

Stock-based compensation

(25)

(21)

(48)

(43)

Non-recurring income (expense)

(3)

Corporate and Eliminations | Intersegment

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

(39)

(25)

(62)

(36)

Corporate and Eliminations | Third-Party

Segment Reporting Information [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

$ 0

[1]	Our revenue is recognized primarily at a point in time for all reportable segments.
[2]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.
[3]	Corporate general and administrative personnel costs of $2 million and $3 million for the three and six months ended June 30, 2023, respectively, and $2 million for both the three and six months ended June 30, 2022, were allocated to the Viator and TheFork segments.
[4]	Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $1 million for the three and six months ended June 30, 2023 and 2022.
[5]	Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $1 million and $2 million for the three and six months ended June 30, 2023, respectively, and $1 million for each of the three and six months ended June 30, 2022.

Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Days	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Total interest expense and commitments fees	$ 11	$ 11	$ 22	$ 23
Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	500		$ 500
Credit facility, maturity date			Jun. 29, 2028
Credit facility threshold Trading Days prior to maturity \| Days			91
Interest rate description			Borrowings under the Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Term Benchmark Borrowing rate, or the EURIBO rate for the interest period in effect for such borrowings in Euro; plus an applicable margin ranging from 1.75% to 2.50% (“Term Benchmark/RFP Spread”), based on the Company’s total net leverage ratio; (ii) the RFP Borrowing rate, or the Daily Simple Sterling Overnight Interbank Average rate for the interest period in effect for such borrowings in Sterling; plus the Term Benchmark/RFP Spread, based on the Company’s total net leverage ratio; or (iii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum; and (c) the Term Benchmark Borrowing rate, or Adjusted Term SOFR for an interest period of one month as published two US Government Securities Business Days prior to such day (or if such day is not a US Government Securities Business Day, the immediately preceding US Government Securities Business Day) plus 1.00% per annum; in addition to an applicable margin ranging from 0.75% to 1.50%, based on the Company’s total net leverage ratio. In addition, we are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.25% to 0.40%, on the daily unused portion of the Credit Facility for each fiscal quarter and in connection with the issuance of letters of credit. As of June 30, 2023, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio.
Specified debt outstanding prior to maturity date	200		$ 200
Debt instrument, issuances costs	4		$ 4
Line Of Credit Facility Unused Capacity Commitment Fee Percentage			0.25%
Outstanding borrowings	$ 0		$ 0		$ 0
Credit Facility \| Revolving Credit Facility \| New York Fed Bank Rate
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	0.50%		0.50%
Borrowings, interest rate description			effect on such day plus 1/2 of 1.00% per annum;
Borrowings, interest rate	0.50%		0.50%
Credit Facility \| Revolving Credit Facility \| Term Benchmark Borrowing Rate
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	1.00%		1.00%
Borrowings, interest rate description			the Term Benchmark Borrowing rate, or Adjusted Term SOFR for an interest period of one month as published two US Government Securities Business Days prior to such day (or if such day is not a US Government Securities Business Day, the immediately preceding US Government Securities Business Day) plus 1.00% per annum
Borrowings, interest rate	1.00%		1.00%
Credit Facility \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Debt intstrument previous total net leverage ratio			3.5
Line Of Credit Facility Unused Capacity Commitment Fee Percentage			0.25%
Credit Facility \| Revolving Credit Facility \| Minimum \| ABR Spread
Debt Instrument [Line Items]
Basis spread on variable rate			0.75%
Credit Facility \| Revolving Credit Facility \| Minimum \| Eurocurrency Spread
Debt Instrument [Line Items]
Basis spread on variable rate			1.75%
Credit Facility \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Debt intstrument previous total net leverage ratio			4.5
Line Of Credit Facility Unused Capacity Commitment Fee Percentage			0.40%
Credit Facility \| Revolving Credit Facility \| Maximum \| ABR Spread
Debt Instrument [Line Items]
Basis spread on variable rate			1.50%
Credit Facility \| Revolving Credit Facility \| Maximum \| Eurocurrency Spread
Debt Instrument [Line Items]
Basis spread on variable rate			2.50%
Credit Facility \| Letter of Credit
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	$ 15		$ 15
Letters of credit outstanding amount	4		4		$ 4
Credit Facility \| Borrowings On Same Day Notice
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	$ 40		40
Credit Facility \| Other Long Term Asset \| Revolving Credit Facility
Debt Instrument [Line Items]
Payments of financing costs for amendments to 2015 credit facility			$ 3

Insider Trading Arrangements	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Capitalized stock based compensation as website development costs	$ 3	$ 2	$ 5	$ 5
Income tax benefits from exercise or settlement of stock-based awards	3	$ 1	$ 6	3
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			4 years
Weighted Average Grant-Date Fair Value Per Share, Granted			$ 21.75
Total fair value of RSUs vested			$ 71	$ 63
Unrecognized compensation expense	$ 288		$ 288
Weighted average period remaining (in years)			3 years
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted Average Grant-Date Fair Value Per Share, Granted			$ 10.46	$ 12.13
Closing stock price	$ 16.49		$ 16.49
2018 Plan \| Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of options vested			$ 4	$ 7
2023 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares reserved for future stock-based awards under plan	18		18
Common stock share issuance under plan			12

Other Long-Term Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Other Liabilities, Noncurrent [Abstract]

Other Noncurrent Liabilities [Table Text Block]

Other long-term liabilities consisted of the following as of the dates presented:


	June 30, 2023		December 31, 2022
	(in millions)
Unrecognized tax benefits (1)	$	151	$	204
Deferred gain on equity method investment (2)		27		28
Long-term income taxes payable (3)		15		27
Other		2		6
Total	$	195	$	265

(1)

Refer to “Note 8: Income Taxes” for information regarding our unrecognized tax benefits. Amounts include accrued interest related to this liability.

(2)

Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment. Refer to “Note 4: Financial Instruments and Fair Value Measurements” for additional information.

(3)

Amount relates to the long-term portion of transition tax payable related to the 2017 Tax Act.

Earnings Per Share - Additional Information (Details) - Stock options and RSUs shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023 shares	Jun. 30, 2022 shares	Jun. 30, 2023 shares	Jun. 30, 2022 shares
Certain Performance-Based Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1.1	0.1	1.1	0.1
2026 Senior Notes \| Maximum
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Cap price			107.36	107.36
Antidilutive securities excluded from computation of earnings per share, amount	16.1	11.5	22.4	15.2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net income (loss)	$ (49)	$ (3)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	42	50
Stock-based compensation expense (Note 10)	48	43
Deferred income tax expense (benefit)	(9)	14
Other, net	3	5
Changes in operating assets and liabilities, net:
Accounts receivable and contract assets, prepaid expenses and other assets	(40)	(115)
Accounts payable, accrued expenses and other liabilities	33	63
Deferred merchant payables	230	220
Income tax receivables/payables, net	(61)	68
Deferred revenue	43	35
Net cash provided by (used in) operating activities	240	380
Investing activities:
Capital expenditures, including capitalized website development	(31)	(27)
Other investing activities, net	0	1
Net cash provided by (used in) investing activities	(31)	(26)
Financing activities:
Repurchase of common stock (Note 11)	(75)	0
Payment of financing costs related to Credit Facility (Note 6)	(3)	0
Payment of withholding taxes on net share settlements of equity awards	(12)	(9)
Payments of finance lease obligation and other financing activities, net	(3)	(4)
Net cash provided by (used in) financing activities	(93)	(13)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	4	(19)
Net increase (decrease) in cash, cash equivalents and restricted cash	120	322
Cash, cash equivalents and restricted cash at beginning of period	1,021	723
Cash, cash equivalents and restricted cash at end of period	1,141	1,045
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for income taxes, net of refunds	149	(58)
Cash paid during the period for interest	$ 20	$ 20

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Allowance for credit losses	$ 21	$ 28
Property and equipment, net, accumulated depreciation	538	512
Intangible assets, accumulated amortization	202	198
Other long-term assets, allowance for credit losses	$ 10	$ 10
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	148,642,645	146,891,538
Common stock, shares outstanding	125,073,302	128,046,924
Treasury stock, shares	23,569,343	18,844,614
Class B Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	12,799,999	12,799,999
Common stock, shares outstanding	12,799,999	12,799,999

Income Taxes - Reconciliation of the (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax expense (benefit) at the federal statutory rate			$ 6	$ 5
State income taxes, net of effect of federal tax benefit			3	2
Unrecognized tax benefits and related interest			4	7
Stock-based compensation			6	9
Research tax credit			(1)	(2)
Change in valuation allowance			5	4
IRS audit settlement			31	0
Transfer pricing reserves adjustment			24	0
Other, net			0	(1)
Provision (benefit) for income taxes	$ 20	$ 22	$ 78	$ 24

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 8: INCOME TAXES

Each interim period is considered an integral part of the annual period; accordingly, we measure our income tax expense using an estimated annual effective tax rate. An enterprise is required, at the end of each interim reporting period, to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, as adjusted for discrete taxable events that occur during the interim period.

Our income tax provision was $20 million and $78 million for the three and six months ended June 30, 2023, respectively, and our income tax provision was $22 million and $24 million for the three and six months ended June 30, 2022, respectively. The change in our income tax provision during the six months ended June 30, 2023, when compared to the same period in 2022, was primarily the result of an Internal Revenue Service ("IRS") audit settlement and related adjustment to our existing transfer pricing income tax reserves for subsequent tax years recorded during the three months ended March 31, 2023. Our effective tax rate for the three and six months ended June 30, 2023 differs from the U.S. federal statutory rate of 21%, primarily due to the reasons noted above.

A reconciliation of the provision (benefit) for income taxes to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes is as follows for the periods presented:


	Six months ended June 30,
	2023			2022
	(in millions)
Income tax expense (benefit) at the federal statutory rate	$	6		$	5
State income taxes, net of effect of federal tax benefit		3			2
Unrecognized tax benefits and related interest		4			7
Stock-based compensation		6			9
Research tax credit		(1	)		(2	)
Change in valuation allowance		5			4
IRS audit settlement		31			—
Transfer pricing reserves adjustment		24			—
Other, net		—			(1	)
Provision (benefit) for income taxes	$	78		$	24

Our accounting policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of June 30, 2023, we had an accrued interest liability of $43 million and no penalties have been accrued.

We are currently under examination by the IRS for the 2014 through 2016 and 2018 tax years and have various ongoing audits for foreign and state income tax returns. These audits include questions regarding or review of the timing and amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2014. As of June 30, 2023, no material assessments have resulted, except as noted below regarding our 2009, 2010, and 2011 IRS audit with Expedia, our 2014 through 2016 standalone IRS audit, and our 2012 through 2016 HM Revenue & Customs (“HMRC”) audit.

As disclosed in previous filings, including in our Annual Report on Form 10-K for the year ended December 31, 2022, we received Notices of Proposed Adjustments ("NOPA") from the IRS with respect to income tax returns filed by Expedia when Tripadvisor was part of Expedia Group’s consolidated income tax return for the 2009, 2010, and 2011 tax years. The assessment is related to certain transfer pricing arrangements with foreign subsidiaries, which we had requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for the 2009 through 2011 tax years. In January 2023, we received a final notice from the IRS regarding a MAP settlement for the 2009 through 2011 tax years, which the Company accepted in February 2023. In the first quarter of 2023, we recorded additional income tax expense as a discrete item, inclusive of interest, of $31 million specifically related to this settlement. During the first quarter of 2023, we reviewed the impact of the acceptance of this settlement position against our existing transfer pricing income tax reserves for the subsequent tax years, which resulted in incremental income tax expense, inclusive of estimated interest, of $24 million. The total impact of these adjustments resulted in an incremental income tax expense of $55 million, which was recognized during the three months ended March 31, 2023. During the three months ended June 30, 2023, we made a U.S. federal tax payment of $113 million, inclusive of interest, to Expedia related to this IRS audit settlement, pursuant to the Tax Sharing Agreement with Expedia. This amount was previously accrued in income taxes payable on our unaudited condensed consolidated balance sheet. We anticipate a competent authority refund and federal tax benefits, net of state tax payments due, associated with this IRS audit settlement will be substantially settled in the next twelve months, resulting in an estimated net cash inflow of $45 million to $55 million, inclusive of related interest expense, and is reflected in income taxes receivable on our unaudited condensed consolidated balance sheet as of June 30, 2023.

Separately, during August 2020, we received a NOPA from the IRS for the 2014, 2015, and 2016 tax years. These proposed adjustments pertain to certain transfer pricing arrangements with our foreign subsidiaries and would result in additional income tax expense above our existing tax reserves as of June 30, 2023, in an estimated range of $55 million to $65 million at the close of the audit if the IRS prevails. This estimated range takes into consideration competent authority relief, existing income tax reserves, and transition tax regulations and is exclusive of deferred tax consequences and interest expense, which would also be significant. We disagree with the proposed adjustments, and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for the years discussed above, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we may be subject to significant additional tax liabilities. We have previously requested competent authority assistance under MAP for the tax years 2014 through 2016. We reviewed our transfer pricing reserves as of June 30, 2023 and, based on the facts and circumstances that existed as of the reporting date, consider them to be the Company’s best estimate as of June 30, 2023.

As of December 31, 2022, we had recorded $204 million of unrecognized tax benefits, inclusive of interest, classified as other long-term liabilities on our unaudited condensed consolidated balance sheet. As a result of the Company's acceptance of MAP with the IRS for the tax years 2009 through 2011, and its impact on other ongoing IRS audits, as described above, during the first quarter of 2023, we reduced this unrecognized tax benefits liability by $59 million, reclassifying this balance to income taxes payable. We also increased our income taxes receivable balance by $46 million, representing short-term competent authority relief, or payment due from a foreign jurisdiction, while reducing our long-term income taxes receivable by $45 million, representing our previous estimate of competent authority relief, previously recorded to other long-term assets on our unaudited condensed consolidated balance sheet as of December 31, 2022.

In January 2021, we received an issue closure notice from HMRC relating to adjustments for the 2012 through 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries and would result in an increase to our income tax expense in an estimated range of $25 million to $35 million, exclusive of interest expense, at the close of the audit if HMRC prevails. We disagree with the proposed adjustments, and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position the Company has taken with regard to transfer pricing with our foreign subsidiaries is sustainable.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) - Employee Stock Option - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions

6 Months Ended

Jun. 30, 2023

Options Outstanding

Options Outstanding, Beginning balance

5,462

Options Outstanding, Granted

138

Options Outstanding, Cancelled or expired

(466)

Options Outstanding, Ending balance

5,134

Options Outstanding, Exercisable

3,816

Options Outstanding, Vested and expected to vest

^[1]

4,988

Weighted Average Exercise Price per share

Options Outstanding, Weighted Average Exercise Price, Beginning Balance

$ 43.48

Options Granted, Weighted Average Exercise Price

20.85

Options Cancelled or expired, Weighted Average Exercise Price

41.95

Options Outstanding, Weighted Average Exercise Price, Ending balance

43.01

Options Exercisable, Weighted Average Exercise Price

49.19

Options Vested and expected to vest, Weighted Average Exercise Price

^[1]

$ 43.47

Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value

Options Outstanding, Weighted Average Remaining Contractual Life

4 years 6 months

Options Exercisable, Weighted Average Remaining Contractual Life

3 years

Options Vested and expected to vest, Weighted Average Remaining Contractual Life

^[1]

4 years 4 months 24 days

Options Outstanding, Aggregate Intrinsic Value

$ 0

Options Exercisable, Aggregate Intrinsic Value

Options Vested and expected to vest, Aggregate Intrinsic Value

^[1]

$ 0

[1]	The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore does not include a forfeiture rate in its vested and expected to vest calculation unless necessary for a performance condition award.

Stock Based Awards and Other Equity Instruments - Summary of Activity for PSUs and MSUs (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2023
MSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of Stock, Description	MSUs shall vest three years from grant date, generally with 25% vesting if the weighted-average stock price over a 30 day trading period during the vesting period is equal to or greater than $35.00 but less than $45.00, 50% vesting if equal to or greater than $45.00 but less than $55.00; and 100% vesting if equal to or greater than $55.00, subject to continuous employment with, or performance of services for, the Company

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Financial Instruments and Fair Value Measurements - Net Notional Principal Amounts of Outstanding Derivative Instruments (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2023
Investments, Debt and Equity Securities [Abstract]
Maximum maturity period of outstanding derivatives are not designated as hedging instruments	90 days

Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Information

NOTE 13: SEGMENT INFORMATION

We have three reportable segments: (1) Tripadvisor Core; (2) Viator; and (3) TheFork. Our Tripadvisor Core segment includes the following revenue sources: (1) Tripadvisor-branded hotels – consisting of hotel meta revenue, primarily click-based advertising revenue, and also hotel B2B revenue, which includes primarily subscription-based advertising and hotel sponsored placements revenue; (2) Tripadvisor-branded display and platform revenue – consisting primarily of display-based advertising revenue (also referred to as "media advertising"); (3) Tripadvisor experiences and dining revenue – consisting of intercompany (intersegment) revenue related to affiliate marketing commissions earned primarily from experience bookings, and to a lesser extent, restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which are eliminated on a consolidated basis, in addition to external revenue generated from Tripadvisor restaurant service offerings; and (4) Other revenue – consisting of cruises, alternative accommodation rentals, flights, and rental cars revenue. The nature of the services provided and related revenue recognition policies are summarized by reportable segment in “Note 2: Significant Accounting Policies” and “Note 3: Revenue Recognition”, in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Our operating segments are determined based on how our chief executive officer, who also serves as our chief operating decision maker (“CODM") manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. Adjusted EBITDA is our segment profit measure and a key measure used by our CODM and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and forecasts are based and approved. We define Adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation and other stock-settled obligations; (5) goodwill, long-lived asset, and intangible assets impairments; (6) legal reserves and settlements; (7) restructuring and other related reorganization costs; and (8) non-recurring expenses and income.

Direct costs are included in the applicable operating segments, including certain corporate general and administrative personnel costs, which have been allocated to each segment. We base these allocations on time-spent analyses, headcount, and other allocation methods we believe are reasonable. We do not allocate certain shared expenses to our reportable segments, such as certain information system costs, technical infrastructure costs, and other costs supporting the Tripadvisor platform and operations, that we do not believe are a material driver of individual segment performance, which is consistent with the financial information used by our CODM. We include these expenses in our Tripadvisor Core segment. Our allocation methodology is periodically evaluated and may change.

The following tables present our reportable segment information for the three and six months ended June 30, 2023 and 2022 and include a reconciliation of Adjusted EBITDA to Net income (loss). We record depreciation and amortization, stock-based compensation and other stock-settled obligations, goodwill, long-lived asset and intangible asset impairments, legal reserves and settlements, restructuring and other related reorganization costs, and other non-recurring expenses and income, net, which are excluded from segment operating performance, in "Corporate & Eliminations". In addition, we do not report total assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segment performance. Accordingly, we do not regularly provide such information by segment to our CODM.

Our segment disclosure includes intersegment revenues, which consist of affiliate marketing fees for services provided by our Tripadvisor Core segment to both our Viator and TheFork segments. These intersegment transactions are recorded by each segment at amounts that we believe approximate fair value as if the transactions were between third parties and, therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within the “Corporate & Eliminations” column in the tables below.


	Three months ended June 30, 2023
	Tripadvisor Core (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	240	$	216		$	38		$	—		$	494
Intersegment revenue		39		—			—			(39	)		—
Total Revenue	$	279	$	216		$	38		$	(39	)	$	494
Adjusted EBITDA		96		(2	)		(4	)		—			90
Depreciation and amortization										(21	)		(21	)
Stock-based compensation										(25	)		(25	)
Operating income (loss)													44
Other income (expense), net													—
Income (loss) before income taxes													44
(Provision) benefit for income taxes													(20	)
Net income (loss)													24


	Three months ended June 30, 2022
	Tripadvisor Core (1)		Viator (2)		TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	249	$	136	$	32		$	—		$	417
Intersegment revenue		25		—		—			(25	)		—
Total Revenue	$	274	$	136	$	32		$	(25	)	$	417
Adjusted EBITDA		116		—		(7	)		—			109
Depreciation and amortization									(25	)		(25	)
Stock-based compensation									(21	)		(21	)
Operating income (loss)												63
Other income (expense), net												(10	)
Income (loss) before income taxes												53
(Provision) benefit for income taxes												(22	)
Net income (loss)												31


	Six months ended June 30, 2023
	Tripadvisor Core (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	461	$	331		$	73		$	—		$	865
Intersegment revenue		62		—			—			(62	)		—
Total Revenue	$	523	$	331		$	73		$	(62	)	$	865
Adjusted EBITDA		168		(31	)		(14	)		—			123
Depreciation and amortization										(42	)		(42	)
Stock-based compensation										(48	)		(48	)
Non-recurring income (expense) (4)										(3	)		(3	)
Operating income (loss)													30
Other income (expense), net													(1	)
Income (loss) before income taxes													29
(Provision) benefit for income taxes													(78	)
Net income (loss)													(49	)


	Six months ended June 30, 2022
	Tripadvisor Core (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	429	$	192		$	58		$	—		$	679
Intersegment revenue		36		—			—			(36	)		—
Total Revenue	$	465	$	192		$	58		$	(36	)	$	679
Adjusted EBITDA		172		(20	)		(15	)		—			137
Depreciation and amortization										(50	)		(50	)
Stock-based compensation										(43	)		(43	)
Operating income (loss)													44
Other income (expense), net													(23	)
Income (loss) before income taxes													21
(Provision) benefit for income taxes													(24	)
Net income (loss)													(3	)

(1)

Corporate general and administrative personnel costs of $2 million and $3 million for the three and six months ended June 30, 2023, respectively, and $2 million for both the three and six months ended June 30, 2022, were allocated to the Viator and TheFork segments.

(2)

Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $1 million for the three and six months ended June 30, 2023 and 2022.

(3)

Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $1 million and $2 million for the three and six months ended June 30, 2023, respectively, and $1 million for each of the three and six months ended June 30, 2022.

(4)

The Company expensed $3 million of previously capitalized transaction costs during the first quarter of 2023 to general and administrative expenses on our unaudited condensed consolidated statement of operations. The Company considers such costs to be non-recurring in nature.

Customer Concentrations

Refer to “Note 4: Financial Instruments and Fair Value Measurements” under the section entitled “Risks and Concentrations” for information regarding our major customer concentrations.

Product Information

Revenue sources within our Tripadvisor Core segment, consisting of Tripadvisor-branded hotels revenue, Tripadvisor-branded display and platform revenue, Tripadvisor experiences and dining revenue, and other revenue, along with our Viator and TheFork segment revenue sources, comprise our products. Refer to “Note 3: Revenue Recognition” for our revenue by product.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2: SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to our accounting policies since December 31, 2022, as described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Statement of Comprehensive Income [Abstract]

Net Income (Loss)

^[1]

$ 24

$ 31

$ (49)

$ (3)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax

^[2]

(1)

(24)

(28)

Total other comprehensive income (loss), net of tax

(1)

(24)

(28)

Comprehensive income (loss)

$ 23

$ 7

$ (46)

$ (31)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.
[2]	(1) Deferred income tax liabilities related to these amounts are not material.

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Financial Instruments and Fair Value Measurements - Schedule of Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Accounts receivable	$ 211	$ 173
Contract assets	29	32
Total	$ 240	$ 205

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. We prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, previously filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP. As of June 30, 2023, Liberty Tripadvisor Holdings, Inc. (“LTRIP”) beneficially owned approximately 16.4 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute 13% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock. Assuming the conversion of all LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own 21% of the outstanding common stock. Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially own equity securities representing 57% of our voting power. We had no related party transactions with LTRIP during the three and six months ended June 30, 2023 and 2022, respectively.
Risks and Uncertainties	Risks and Uncertainties Our business was negatively impacted by the risks and uncertainties related to the COVID-19 pandemic. We believe the travel, leisure, hospitality, and restaurant industries, and our financial results, would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis which result in reinstated travel bans and/or other government restrictions and mandates, all of which would likely negatively impact consumer demand, sentiment and discretionary spending patterns. Additionally, other health-related events, political instability, geopolitical conflicts, acts of terrorism, fluctuations in currency values, changes in global economic conditions, including the impact of a potential U.S. recession, and increased inflation, are examples of other events that could have a negative impact on the travel industry, and as a result, our financial results in the future.
Accounting Estimates	Accounting Estimates We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimate underlying our unaudited condensed consolidated financial statements is accounting for income taxes.
Seasonality	Seasonality Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points. In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, which factors include further significant shifts in our business mix, adverse economic conditions, or health-related events.
Significant Accounting Policies	There have been no material changes to our accounting policies since December 31, 2022, as described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Debt - Two Thousand Twenty Five Senior Notes - Additional Information (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Dec. 31, 2020

Dec. 31, 2022

Debt Instrument [Line Items]

Unpaid interest in accrued expenses and other current liabilities

^[1]

$ 16

$ 17

Interest expense

$ 11

$ 23

7.000% senior notes due July 15, 2025

Debt Instrument [Line Items]

Debt instrument, aggregate principal amount

$ 500

Debt instrument, interest rate

7.00%

Debt Instrument, maturity date

Jul. 15, 2025

Debt instruments purchase agreement date

Jul. 09, 2020

Unpaid interest in accrued expenses and other current liabilities

$ 16

Interest expense

$ 9

$ 18

[1]	Amount relates primarily to unpaid interest accrued on the 2025 Senior Notes. Refer to “Note 6: Debt” for further information.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Financial Instruments and Fair Value Measurements - Schedule of Cash Equivalents (Details) - USD ($)
$ in Millions

Jun. 30, 2023

Dec. 31, 2022

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized Cost

$ 1,141

$ 1,021

Cash and Cash Equivalents

^[1]

1,141

1,021

Cash [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized Cost

638

821

Cash and Cash Equivalents

^[1]

638

821

Level 1 | Money Market Funds [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized Cost

503

^[1]

Cash and Cash Equivalents

^[1]

503

Level 2 | Term Deposits

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Amortized Cost

$ 0

^[1]

200

Cash and Cash Equivalents

^[1]

$ 200

[1]	Unrealized gains and losses related to our cash equivalents were not material.

Financial Instruments and Fair Value Measurements - Net Notional Principal Amounts of Outstanding Derivative Instruments (Details) - USD ($)
$ in Millions

Jun. 30, 2023

Dec. 31, 2022

Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts

Derivatives Fair Value [Line Items]

Foreign currency exchange-forward contracts

^[1],[2]

$ 22

$ 18

[1]	Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.
[2]	The fair value of our outstanding derivatives as of June 30, 2023 and December 31, 2022, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the unaudited condensed consolidated balance sheet.

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Reconciliation of the (Benefit) Provision for Income Taxes


	Six months ended June 30,
	2023			2022
	(in millions)
Income tax expense (benefit) at the federal statutory rate	$	6		$	5
State income taxes, net of effect of federal tax benefit		3			2
Unrecognized tax benefits and related interest		4			7
Stock-based compensation		6			9
Research tax credit		(1	)		(2	)
Change in valuation allowance		5			4
IRS audit settlement		31			—
Transfer pricing reserves adjustment		24			—
Other, net		—			(1	)
Provision (benefit) for income taxes	$	78		$	24

Segment Information - Additional Information (Details)	6 Months Ended
Segment Information - Additional Information (Details)	Jun. 30, 2023 Segment
Segment Reporting [Abstract]
Number of reportable segment	3

Accrued Expenses And Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Details of Accrued Expenses and Other Current Liabilities


	June 30, 2023		December 31, 2022
	(in millions)
Accrued employee salary, bonus, and related benefits	$	52	$	65
Accrued marketing costs		106		68
Interest payable (1)		16		17
Finance lease liability - current portion		6		6
Operating leases liability - current portion		13		14
Other		66		61
Total	$	259	$	231

(1)

Amount relates primarily to unpaid interest accrued on the 2025 Senior Notes. Refer to “Note 6: Debt” for further information.

Basis of Presentation - Additional Information (Details) shares in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) Country VotePerShare Language Vote	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Country VotePerShare Language Subsidiary Vote shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 Country Restaurant
Description Of Business And Basis Of Presentation [Line Items]
Number of countries \| Country	40		40
Number of languages worldwide \| Language	20		20
Description of user-generated reviews and opinions across broad base of global travel-related businesses					Tripadvisor offered more than 1 billion user-generated ratings and reviews on nearly 8 million experiences, accommodations, restaurants, airlines, and cruises.
China
Description Of Business And Basis Of Presentation [Line Items]
Number of operating subsidiaries \| Subsidiary			1
The Fork
Description Of Business And Basis Of Presentation [Line Items]
Number of Restaurants \| Restaurant					55,000
Number of countries related to The Fork operates \| Country					12
Liberty Tripadvisor Holdings, Inc.
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock \| shares			16.4
Percentage taken from outstanding shares of common stock			13.00%
Percentage of beneficially ownership of shares of common stock class B			21.00%
Right to voting			one vote per share
Vote per common stock share \| VotePerShare	1		1
Beneficially ownership of equity securities			57.00%
Related party transactions \| $	$ 0	$ 0	$ 0	$ 0
Liberty Tripadvisor Holdings, Inc. \| Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock \| shares			12.8
Percentage taken from outstanding shares of common stock			100.00%
Right to voting			ten votes per share
Vote per common stock share \| Vote	10		10

Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Income Statement [Abstract]

Revenue (Note 3)

^[1]

$ 494

$ 417

$ 865

$ 679

Costs and expenses:

Cost of revenue (1) (exclusive of depreciation and amortization as shown separately below)

Selling and marketing

270

217

488

357

Technology and content

139

107

General and administrative

Depreciation and amortization

Total costs and expenses

450

354

835

635

Operating income (loss)

Other income (expense):

Interest expense

(11)

(22)

(23)

Interest income

Other income (expense), net

(1)

(2)

Total other income (expense), net

(10)

(1)

(23)

Income (loss) before income taxes

(Provision) benefit for income taxes (Note 8)

(20)

(22)

(78)

(24)

Net income (loss)

^[2]

$ 24

$ 31

$ (49)

$ (3)

Earnings (loss) per share attributable to common stockholders (Note 12):

Basic

$ 0.17

$ 0.22

$ (0.35)

$ (0.02)

Diluted

$ 0.17

$ 0.21

$ (0.35)

$ (0.02)

Weighted average common shares outstanding (Note 12):

Basic

139,881

139,692

140,666

139,392

Diluted

145,115

145,496

140,666

139,392

[1]	Our revenue is recognized primarily at a point in time for all reportable segments.
[2]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.

Revenue Recognition

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

NOTE 3: REVENUE RECOGNITION

There have been no material changes to our principal revenue streams, revenue recognition policies, performance obligations, description of and timing of services, or customer payment terms since December 31, 2022, as described under “Note 2: Significant Accounting Policies” and “Note 3: Revenue Recognition”, in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022. There was no significant revenue recognized in the three and six months ended June 30, 2023 and 2022, related to performance obligations satisfied in prior periods. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year. The Company expects to complete its performance obligations within one year from the initial transaction date. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved.

Disaggregation of Revenue

We disaggregate revenue from contracts with customers into major products/revenue sources. We have determined that disaggregating revenue into these categories achieves the disclosure objective under GAAP, which is to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in “Note 13: Segment Information,” our business consists of three reportable segments – (1) Tripadvisor Core; (2) Viator; and (3) TheFork. A reconciliation of disaggregated revenue to segment revenue is also included below:


	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Major products/revenue sources (1):	(in millions)
Tripadvisor Core
Tripadvisor-branded hotels	$	174		$	188		$	343		$	322
Tripadvisor-branded display and platform		42			37			72			63
Tripadvisor experiences and dining (2)		50			35			83			56
Other		13			14			25			24
Total Tripadvisor Core		279			274			523			465

Viator		216			136			331			192
TheFork		38			32			73			58
Intersegment eliminations (2)		(39	)		(25	)		(62	)		(36	)
Total Revenue	$	494		$	417		$	865		$	679

(1)

Our revenue is recognized primarily at a point in time for all reportable segments.

(2)

Tripadvisor experiences and dining revenue within the Tripadvisor Core segment are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis. See “Note 13: Segment Information” for a discussion of intersegment revenue for all periods presented.

Deferred Revenue

Contract liabilities generally include payments received in advance of performance under the contract and are realized as revenue as the performance obligation to the customer is satisfied, which we present as deferred revenue on our consolidated balance sheet, including amounts that are refundable. As of January 1, 2023, we had $44 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $8 million and $36 million was recognized as revenue during the three and six months ended June 30, 2023, respectively. During the three and six months ended June 30, 2023, refunds due to cancellations by travelers were $1 million and $3 million, respectively. As of January 1, 2022, we had $36 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $8 million and $26 million was recognized as revenue during the three and six months ended June 30, 2022, respectively. During the three months ended June 30, 2022, refunds due to cancellations by travelers were not material, while $2 million was refunded due to cancellations by travelers during the six months ended June 30, 2022. The difference between the opening and closing balances of our deferred revenue primarily results from the timing differences between when we receive customer payments and the time in which we satisfy our performance obligations.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Income Taxes - Additional Information (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2023

Mar. 31, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Dec. 31, 2022

Income Taxes [Line Items]

(Provision) benefit for income taxes

$ (20)

$ (22)

$ (78)

$ (24)

Accrued interest liability

^[1]

151

$ 204

Accrued penalties

$ 0

Federal statutory rate

21.00%

Deferred income tax expense (benefit)

$ (9)

$ 14

Additional income tax expense as a discrete item, inclusive of interest

$ 55

Income tax receivable

Unrecognized Tax Benefits Inclusive of Interest

204

Unrecognized Tax Benefits

Increase in income tax receivables

The increase (decrease) in Income Taxes Receivable noncurrent

$ 45

Domestic Country

Income Taxes [Line Items]

Federal tax payment

113

Mutual Agreement Procedure | IRS

Income Taxes [Line Items]

Estimated range of income tax expense inclusive of interest

Deferred income tax expense (benefit)

$ 24

Minimum

Income Taxes [Line Items]

Estimated net cash inflow

Minimum | Tax Years 2012 Through 2016

Income Taxes [Line Items]

Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated

Minimum | IRS

Income Taxes [Line Items]

Estimated range of increase in income tax expense for open tax years

Maximum

Income Taxes [Line Items]

Estimated net cash inflow

Maximum | Tax Years 2012 Through 2016

Income Taxes [Line Items]

Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated

Maximum | IRS

Income Taxes [Line Items]

Estimated range of increase in income tax expense for open tax years

Accrued Liabilities

Income Taxes [Line Items]

Accrued interest liability

$ 43

[1]	Refer to “Note 8: Income Taxes” for information regarding our unrecognized tax benefits. Amounts include accrued interest related to this liability.

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2023 shares
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs withheld to satisfy withholding tax requirements	540,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock Based Awards and Other Equity Instruments

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Awards and Other Equity Instruments

NOTE 10: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

On June 6, 2023, our stockholders approved the TripAdvisor, Inc. 2023 Stock and Annual Incentive Plan (the “2023 Plan”) primarily for the purpose of providing sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees, and other participants with equity incentives. The 2023 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. As of June 30, 2023, the total number of shares reserved for future stock-based awards under the 2023 Plan was approximately 18 million shares, calculated as follows: 12 million shares plus the number of shares available for issuance (and not subject to outstanding awards) under the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”). All shares of common stock issued to date in respect of the exercise of options, restricted stock units (“RSUs”), or other equity awards have been issued from authorized, but unissued common stock.

Stock-Based Compensation Expense


	Three months ended						Six months ended
	June 30,						June 30,
	2023			2022			2023			2022
	(in millions)						(in millions)
Total stock-based compensation expense	$	25		$	21		$	48		$	43
Income tax benefit from stock-based compensation		(5	)		(5	)		(10	)		(9	)
Total stock-based compensation expense, net of tax	$	20		$	16		$	38		$	34

We capitalized $3 million and $5 million of stock-based compensation expense as website development costs during the three and six months ended June 30, 2023, respectively, and $2 million and $5 million during the three and six months ended June 30, 2022, respectively.

Stock-Based Award Activity and Valuation

2023 Stock Option Activity

A summary of our stock option activity, consisting of service-based non-qualified stock options, is presented below:


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding at December 31, 2022		5,462		$	43.48
Granted		138			20.85
Cancelled or expired		(466	)		41.95
Options outstanding at June 30, 2023		5,134		$	43.01		4.5	$	—
Exercisable as of June 30, 2023		3,816		$	49.19		3.0	$	—
Vested and expected to vest after June 30, 2023 (1)		4,988		$	43.47		4.4	$	—

(1)

The weighted-average grant date fair value of stock options issued during the six months ended June 30, 2023 and 2022, using a Black-Scholes Merton option-pricing model, was $10.46 and $12.13, respectively. The total fair value of stock options vested was $4 million and $7 million for the six months ended June 30, 2023 and 2022, respectively. Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of June 30, 2023 was $16.49.

2023 RSU Activity

A summary of our RSU activity, consisting of service-based vesting terms, is presented below:


				Weighted
				Average
				Grant-		Aggregate
	RSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested RSUs outstanding as of December 31, 2022		8,572		$	28.41
Granted		6,488			21.75
Vested and released (1)		(2,337	)		30.55
Cancelled		(621	)		27.28
Unvested RSUs outstanding as of June 30, 2023 (2)		12,102		$	24.48	$	200

(1)

(2)

RSUs are measured at fair value based on the quoted price of our common stock at the date of grant. We amortize the grant-date fair value of RSUs as stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. The total fair value of RSUs vested was $71 million and $63 million for the six months ended June 30, 2023 and 2022, respectively.

A summary of our performance-based RSUs ("PSUs") and market-based RSUs (“MSUs”) activity is presented below:

PSUs (1)

MSUs (2)

Weighted

Weighted

Average

Average

Grant-

Aggregate

Grant-

Aggregate

Date Fair

Intrinsic

Date Fair

Intrinsic

Outstanding

Value Per Share

Value

Outstanding

Value Per Share

Value

(in thousands)

(in millions)

(in thousands)

(in millions)

Unvested and outstanding as of December 31, 2022

—

$—

592

$10.00

Granted

546

18.45

34

14.80

Cancelled

(2)

18.45

(54)

9.26

Unvested and outstanding as of June 30, 2023

544

$18.45

$9

572

$10.35

$9

(1)

(2)

Income tax benefits associated with the exercise or settlement of all Tripadvisor stock-based awards held by our employees was $3 million and $6 million during the three and six months ended June 30, 2023, respectively, and $1 million and $3 million during the three and six months ended June 30, 2022, respectively.

As of June 30, 2023, total unrecognized compensation cost related to stock-based awards, substantially RSUs, was $288 million, which the Company expects to recognize over a weighted-average period of 3.0 years.

Earnings Per Share - Reconciliation of Weighted Average Number of Common Shares Outstanding In Calculating EPS (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Numerator:

Net Income (Loss)

^[1]

$ 24

$ 31

$ (49)

$ (3)

Denominator:

Weighted average shares used to compute Basic EPS

139,881

139,692

140,666

139,392

Weighted average effect of dilutive securities:

Stock-based awards (Note 10)

560

1,130

2026 Senior Notes (Note 6)

4,674

Weighted average shares used to compute Diluted EPS

145,115

145,496

140,666

139,392

Basic EPS

$ 0.17

$ 0.22

$ (0.35)

$ (0.02)

Diluted EPS

$ 0.17

$ 0.21

$ (0.35)

$ (0.02)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.

Debt - Summary of Outstanding Debt (Details) - Long-Term Debt - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Outstanding Principal Amount	$ 845	$ 845
Unamortized Debt Issuance Costs	(7)	(9)
Carrying Value	838	836
2025 Senior Notes
Debt Instrument [Line Items]
Outstanding Principal Amount	500	500
Unamortized Debt Issuance Costs	(4)	(5)
Carrying Value	496	495
2026 Senior Notes
Debt Instrument [Line Items]
Outstanding Principal Amount	345	345
Unamortized Debt Issuance Costs	(3)	(4)
Carrying Value	$ 342	$ 341

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Summary of Outstanding Debt

The Company’s outstanding debt consisted of the following as of the dates presented:


June 30, 2023	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(4	)	$	496
2026 Senior Notes		345		(3	)		342
Total Long-Term Debt	$	845	$	(7	)	$	838

December 31, 2022	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(5	)	$	495
2026 Senior Notes		345		(4	)		341
Total Long-Term Debt	$	845	$	(9	)	$	836

Financial Instruments and Fair Value Measurements - Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes (Parenthetical) (Details) - Level 2 - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
2025 Senior Notes
Debt Instrument [Line Items]
Debt instrument, issuances costs	$ 4	$ 5
2026 Senior Notes
Debt Instrument [Line Items]
Debt instrument, issuances costs	$ 3	$ 4

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Accrued Expenses And Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

NOTE 5: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following as of the dates presented:


	June 30, 2023		December 31, 2022
	(in millions)
Accrued employee salary, bonus, and related benefits	$	52	$	65
Accrued marketing costs		106		68
Interest payable (1)		16		17
Finance lease liability - current portion		6		6
Operating leases liability - current portion		13		14
Other		66		61
Total	$	259	$	231

(1)

Amount relates primarily to unpaid interest accrued on the 2025 Senior Notes. Refer to “Note 6: Debt” for further information.

Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions

Jun. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued salary, bonus, and related benefits

$ 52

$ 65

Accrued marketing costs

106

Interest payable

^[1]

Finance lease liability - current portion

Operating lease liability - current portion

Other

Total

$ 259

$ 231

[1]	Amount relates primarily to unpaid interest accrued on the 2025 Senior Notes. Refer to “Note 6: Debt” for further information.

Revenue Recognition - Reconciliation of Disaggregated Revenue to Segment Revenue (Details) - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

$ 494

$ 417

$ 865

$ 679

Intersegment eliminations

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

(39)

(25)

(62)

(36)

Other

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

Tripadvisor Core

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

279

274

523

465

Viator

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

216

136

331

192

The Fork

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

Tripadvisor-Branded Hotels | Tripadvisor Core

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

174

188

343

322

Tripadvisor-Branded Display and Platform | Tripadvisor Core

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

Tripadvisor-Experiences and Dining | Tripadvisor Core

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1],[2]

$ 50

$ 35

$ 83

$ 56

[1]	Our revenue is recognized primarily at a point in time for all reportable segments.
[2]	Tripadvisor experiences and dining revenue within the Tripadvisor Core segment are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis. See “Note 13: Segment Information” for a discussion of intersegment revenue for all periods presented.

Pay vs Performance Disclosure - USD ($)
$ in Millions

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Pay vs Performance Disclosure

Net Income (Loss)

^[1]

$ 24

$ 31

$ (49)

$ (3)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2023 and 2022 was not material.

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Stockholders' Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' Equity

NOTE 11: STOCKHOLDERS’ EQUITY

On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under our existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $250 million. Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase program in compliance with applicable legal requirements. As of December 31, 2022, the Company had $75 million remaining under this existing share repurchase program to repurchase shares of its common stock.

During the three months ended June 30, 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of $15.85 per share, exclusive of fees and commissions, or $75 million in the aggregate, which completed this share repurchase

program. As of June 30, 2023, the Company held 23,569,343 shares of its common stock in treasury with an aggregate cost of $797 million.

On August 16, 2022, the Inflation Reduction Act was signed into law, and imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For the three months ended June 30, 2023, the excise tax on share repurchases was not material.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Revenue Recognition - Additional Information (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Segment	Jun. 30, 2022 USD ($)	Jan. 01, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 01, 2022 USD ($)
Disaggregation Of Revenue [Line Items]
Number of reportable segment \| Segment			3
Deferred revenue	$ 87		$ 87		$ 44	$ 44	$ 36
Revenue recognized	8	$ 8	36	$ 26
Revenue refunded due to cancellation	$ 1	$ 0	$ 3	$ 2

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Segment Information - Summary of Segment Information (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
General and administrative	$ 47	$ 28	$ 96	$ 68
Viator
Segment Reporting Information [Line Items]
General and administrative	1	1	1	1
The Fork
Segment Reporting Information [Line Items]
General and administrative	1	1	2	1
Tripadvisor Core
Segment Reporting Information [Line Items]
General and administrative	$ 2	$ 2	3	$ 2
General and Administrative
Segment Reporting Information [Line Items]
Capitalized Transaction Cost			$ 3

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9: COMMITMENTS AND CONTINGENCIES

As of June 30, 2023, there have been no material changes to our commitments and contingencies since December 31, 2022. Refer to “Note 12: Commitments and Contingencies,” in the notes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Legal Proceedings

In the ordinary course of business, we are party to legal, regulatory and administrative matters, including threats thereof, arising out of, or in connection with our operations. These matters may involve claims involving intellectual property rights (including privacy, alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition and consumer protection matters), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes. Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. We record the estimated loss in our consolidated statements of operations when (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material. We provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. We base accruals on the best information available at the time which can be highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business. However, the final outcome of these matters could vary significantly from our estimates. Finally, there may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which could have a material adverse effect on us. All legal fees incurred by the Company related to any regulatory and legal matters are expensed in the period incurred.

Income and Non-Income Taxes

We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and non-income tax matters. We have reserved for potential adjustments that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical tax provisions and accruals. The results of an audit could have a material effect on our financial position, results of operations, or cash flows in the period for which that determination is made. Refer to “Note 8: Income Taxes” for further information on potential contingencies surrounding income taxes.

Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Cash Equivalents Measured at Fair Value on a Recurring Basis


	June 30, 2023						December 31, 2022
	Amortized Cost		Fair Value (1)		Cash and Cash Equivalents		Amortized Cost		Fair Value (1)		Cash and Cash Equivalents
	(in millions)
Cash	$	638	$	638	$	638	$	821	$	821	$	821
Level 1:
Money market funds		503		503		503		—		—		—
Level 2:
Term deposits		—		—		—		200		200		200
Total	$	1,141	$	1,141	$	1,141	$	1,021	$	1,021	$	1,021

(1)

Unrealized gains and losses related to our cash equivalents were not material.

Net Notional Principal Amounts of Outstanding Derivative Instruments

(1)

(2)

Schedule of Accounts Receivable, Allowance for Credit Loss

The following table provides information about the opening and closing balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers:


	June 30, 2023		December 31, 2022
	(in millions)
Accounts receivable	$	211	$	173
Contract assets		29		32
Total	$	240	$	205

Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes


	June 30, 2023		December 31, 2022
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		496		495
Fair value amount (2)		502		498

2026 Senior Notes
Aggregate principal amount	$	345	$	345
Carrying value amount (3)		342		341
Fair value amount (2)		291		281

(1)

Net of $4 million and $5 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.

(2)

(3)

Net of $3 million and $4 million of unamortized debt issuance costs as of June 30, 2023 and December 31, 2022, respectively.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents (Note 4)	$ 1,141	$ 1,021
Accounts receivable and contract assets, net (allowance for credit losses of $21 and $28, respectively (Note 4)	240	205
Income taxes receivable (Note 8)	51	0
Prepaid expenses and other current assets	46	44
Total current assets	1,478	1,270
Property and equipment, net of accumulated depreciation of $538 and $512, respectively	194	194
Operating lease right-of-use assets	22	27
Intangible assets, net of accumulated amortization of $202 and $198, respectively	47	51
Goodwill	824	822
Non-marketable investments (Note 4)	33	34
Deferred income taxes, net	87	78
Other long-term assets, net of allowance for credit losses of $10 and $10, respectively (Note 4, Note 8)	49	93
TOTAL ASSETS	2,734	2,569
Current liabilities:
Accounts payable	47	39
Deferred merchant payables	435	203
Deferred revenue (Note 3)	87	44
Income taxes payable (Note 8)	26	16
Accrued expenses and other current liabilities (Note 5)	259	231
Total current liabilities	854	533
Long-term debt (Note 6)	838	836
Finance lease obligation, net of current portion	55	58
Operating lease liabilities, net of current portion	10	15
Deferred income taxes, net	1	1
Other long-term liabilities (Note 7)	195	265
Total Liabilities	1,953	1,708
Commitments and contingencies (Note 9)
Stockholders' equity: (Note 11)
Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0	0	0
Common stock	0	0
Additional paid-in capital	1,445	1,404
Retained earnings	212	261
Accumulated other comprehensive income (loss)	(79)	(82)
Treasury stock-common stock, at cost, 23,569,343 and 18,844,614 shares, respectively	(797)	(722)
Total Stockholders’ Equity	781	861
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	2,734	2,569
Class B Common Stock
Stockholders' equity: (Note 11)
Common stock	$ 0	$ 0

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Reconciliation of Disaggregated Revenue to Segment Revenue

A reconciliation of disaggregated revenue to segment revenue is also included below:


	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Major products/revenue sources (1):	(in millions)
Tripadvisor Core
Tripadvisor-branded hotels	$	174		$	188		$	343		$	322
Tripadvisor-branded display and platform		42			37			72			63
Tripadvisor experiences and dining (2)		50			35			83			56
Other		13			14			25			24
Total Tripadvisor Core		279			274			523			465

Viator		216			136			331			192
TheFork		38			32			73			58
Intersegment eliminations (2)		(39	)		(25	)		(62	)		(36	)
Total Revenue	$	494		$	417		$	865		$	679

(1)

Our revenue is recognized primarily at a point in time for all reportable segments.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Jul. 28, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	TRIPADVISOR, INC.
Trading Symbol	TRIP
Entity Central Index Key	0001526520
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	001-35362
Entity Tax Identification Number	80-0743202
Entity Address, Address Line One	400 1st Avenue
Entity Address, City or Town	Needham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02494
City Area Code	781
Local Phone Number	800-5000
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common stock
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Common Stock, Unclassified
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		125,187,927
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,799,999

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Stock-based compensation:
Stock-based compensation	$ 25	$ 21	$ 48	$ 43
Cost of revenue
Stock-based compensation:
Stock-based compensation	0	0	1	1
Selling and Marketing
Stock-based compensation:
Stock-based compensation	4	3	8	6
Technology and Content
Stock-based compensation:
Stock-based compensation	10	9	20	18
General and Administrative
Stock-based compensation:
Stock-based compensation	$ 11	$ 9	$ 19	$ 18

Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Summary of Segment Information

The elimination of such intersegment transactions is included within the “Corporate & Eliminations” column in the tables below.


	Three months ended June 30, 2023
	Tripadvisor Core (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	240	$	216		$	38		$	—		$	494
Intersegment revenue		39		—			—			(39	)		—
Total Revenue	$	279	$	216		$	38		$	(39	)	$	494
Adjusted EBITDA		96		(2	)		(4	)		—			90
Depreciation and amortization										(21	)		(21	)
Stock-based compensation										(25	)		(25	)
Operating income (loss)													44
Other income (expense), net													—
Income (loss) before income taxes													44
(Provision) benefit for income taxes													(20	)
Net income (loss)													24


	Three months ended June 30, 2022
	Tripadvisor Core (1)		Viator (2)		TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	249	$	136	$	32		$	—		$	417
Intersegment revenue		25		—		—			(25	)		—
Total Revenue	$	274	$	136	$	32		$	(25	)	$	417
Adjusted EBITDA		116		—		(7	)		—			109
Depreciation and amortization									(25	)		(25	)
Stock-based compensation									(21	)		(21	)
Operating income (loss)												63
Other income (expense), net												(10	)
Income (loss) before income taxes												53
(Provision) benefit for income taxes												(22	)
Net income (loss)												31


	Six months ended June 30, 2023
	Tripadvisor Core (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	461	$	331		$	73		$	—		$	865
Intersegment revenue		62		—			—			(62	)		—
Total Revenue	$	523	$	331		$	73		$	(62	)	$	865
Adjusted EBITDA		168		(31	)		(14	)		—			123
Depreciation and amortization										(42	)		(42	)
Stock-based compensation										(48	)		(48	)
Non-recurring income (expense) (4)										(3	)		(3	)
Operating income (loss)													30
Other income (expense), net													(1	)
Income (loss) before income taxes													29
(Provision) benefit for income taxes													(78	)
Net income (loss)													(49	)


	Six months ended June 30, 2022
	Tripadvisor Core (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	429	$	192		$	58		$	—		$	679
Intersegment revenue		36		—			—			(36	)		—
Total Revenue	$	465	$	192		$	58		$	(36	)	$	679
Adjusted EBITDA		172		(20	)		(15	)		—			137
Depreciation and amortization										(50	)		(50	)
Stock-based compensation										(43	)		(43	)
Operating income (loss)													44
Other income (expense), net													(23	)
Income (loss) before income taxes													21
(Provision) benefit for income taxes													(24	)
Net income (loss)													(3	)

(1)

(2)

Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $1 million for the three and six months ended June 30, 2023 and 2022.

(3)

(4)

Debt - Two Thousand Twenty Six Senior Notes - Additional Information (Details) - 0.250% Senior Notes due April 1, 2026	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Jun. 30, 2022
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount		$ 345,000,000
Debt instrument, interest rate		0.25%
Debt Instrument, maturity date		Apr. 01, 2026
Debt instruments purchase agreement date		Mar. 25, 2021
Debt instrument, frequency of interest payment		semiannually
Debt instrument, convertible, principal amount	$ 1,000
Debt instrument, initial conversion rate	13.5483
Debt instrument, initial conversion price \| $ / shares	$ 73.81
Common stock shares covered under capped call transactions	$ 4,700,000
Debt issuance costs, Percentage	0.50%		0.50%
Capped call transactions cost	$ 35,000,000
Derivative Cap Price \| $ / shares	$ 107.36
Debt instrument, convertible, capped call transactions, percentage of common stock sale price	100.00%
Share Price \| $ / shares	$ 53.68
Common Stock
Debt Instrument [Line Items]
Common stock shares covered under capped call transactions	$ 4,700,000

Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 25	$ 21	$ 48	$ 43
Income tax benefit from stock-based compensation	(5)	(5)	(10)	(9)
Total stock-based compensation expense, net of tax	$ 20	$ 16	$ 38	$ 34

Other Long-Term Liabilities

6 Months Ended

Jun. 30, 2023

Other Liabilities, Noncurrent [Abstract]

Other Long-Term Liabilities

NOTE 7: OTHER LONG-TERM LIABILITIES

Other long-term liabilities consisted of the following as of the dates presented:


	June 30, 2023		December 31, 2022
	(in millions)
Unrecognized tax benefits (1)	$	151	$	204
Deferred gain on equity method investment (2)		27		28
Long-term income taxes payable (3)		15		27
Other		2		6
Total	$	195	$	265

(1)

Refer to “Note 8: Income Taxes” for information regarding our unrecognized tax benefits. Amounts include accrued interest related to this liability.

(2)

(3)

Amount relates to the long-term portion of transition tax payable related to the 2017 Tax Act.