0000950170-24-016553 | 10-K | XBRL Viewer

Stockholders' Equity - Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation (Details) - USD ($)
$ in Millions

Dec. 31, 2023

Dec. 31, 2022

Accumulated Other Comprehensive Income Loss [Line Items]

Accumulated other comprehensive income (loss)

$ (71)

$ (82)

Cumulative Foreign Currency Translation Adjustments, Net of Tax

Accumulated Other Comprehensive Income Loss [Line Items]

Accumulated other comprehensive income (loss)

^[1]

$ (71)

$ (82)

[1]	Deferred income tax liabilities related to these amounts are not material.

- 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 tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

Financial Instruments and Fair Value Measurements - Net Notional Principal Amounts of Outstanding Derivative Instruments (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Maximum maturity period of outstanding derivatives are not designated as hedging instruments	90 days

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

Significant Accounting Policies - Summary of Changes in Allowance for Credit Losses (Details) - Allowance for Doubtful Accounts - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance, beginning of period	$ 28	$ 28	$ 33
Provision charged to expense	6	6	3
Write-offs, net of recoveries and other adjustments	(13)	(6)	(8)
Balance, end of period	$ 21	$ 28	$ 28

Earnings Per Share - Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding In Calculating EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Basic	$ 10	$ 20	$ (148)
Diluted	$ 11	$ 21	$ (148)
Denominator:
Weighted average shares used to compute Basic EPS	139,412	139,923	137,234
Weighted average effect of dilutive securities:
Stock-based awards (Note 13)	729	1,073	0
2026 Senior Notes (Note 8)	4,674	4,674	0
Weighted average shares used to compute Diluted EPS	144,815	145,670	137,234
Basic EPS	$ 0.07	$ 0.14	$ (1.08)
Diluted EPS	$ 0.08	$ 0.14	$ (1.08)
0.250% Senior Notes due April 1, 2026
Numerator:
Interest Expense of Senior Notes Net of Tax	$ 1	$ 1	$ 0

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

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

RSUs outstanding

Unvested outstanding, Beginning balance | shares

8,572,000

Restricted stock units, Granted | shares

8,043,000

Unvested RSUs, Vested and released | shares

(3,688,000)

^[1]

Unvested RSUs, Cancelled | shares

(1,407,000)

Unvested outstanding, Ending balance | shares

11,520,000

^[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

20.8

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

29.62

^[1]

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

25.59

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

$ 23.06

^[2]

Aggregate Intrinsic Value

Unvested RSUs outstanding, Aggregate Intrinsic Value | $

$ 248

^[2]

[1]

Inclusive of approximately 840,000 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 consolidated statements of cash flows.

[2]

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

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

Dec. 31, 2023

Dec. 31, 2022

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

Cash and Cash Equivalents, Fair Value Disclosure

^[1]

$ 1,067

$ 1,021

Cash and cash equivalents, Amortized Cost

1,067

1,021

Cash [Member]

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

Cash, Amortized Cost

685

821

Cash Fair Value

^[1]

685

821

Cash equivalents, Fair Value

685

821

Level 1 | Money Market Funds [Member]

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

Amortized Cost

382

Cash equivalents, Fair Value

^[1]

382

Cash and Cash Equivalents, Fair Value Disclosure

382

Level 2 | Term Deposits

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

Amortized Cost

200

Cash equivalents, Fair Value

^[1]

$ 0

$ 200

[1]	We did not have any unrealized gains and losses related to our cash equivalents.

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	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 96	$ 88	$ 120
Income tax benefit from stock-based compensation expense	(21)	(18)	(23)
Total stock-based compensation expense, net of tax effect	75	70	97
Cost of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	1	1	1
Selling and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	16	12	16
Technology and Content
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	40	36	46
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 39	$ 39	$ 57

Stock Based Awards and Other Equity Instruments - Summary of Activity for MSUs (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 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

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+ Details

Accrued Expenses and Other Current Liabilities - Summary of Restructuring and Other Related Reorganisation Costs (Details)
$ in Millions

12 Months Ended

Dec. 31, 2023

USD ($)

Restructuring Cost and Reserve [Line Items]

Accrued liability as of December 31, 2022

$ 247

Charges

^[1]

Accrued liability as of December 31, 2023

258

Restructuring and Other Related Reorganization Costs

Restructuring Cost and Reserve [Line Items]

Accrued liability as of December 31, 2022

Charges

Payments

(9)

Accrued liability as of December 31, 2023

$ 13

[1]	Refer to “Note 7: Accrued Expenses and Other Current Liabilities” for information regarding restructuring and other related reorganization costs.

- 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

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Awards and Other Equity Instruments

NOTE 13: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

Stock-based Compensation Expense

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


	Year ended December 31,
	2023			2022			2021
	(in millions)
Cost of revenue	$	1		$	1		$	1
Selling and marketing		16			12			16
Technology and content		40			36			46
General and administrative		39			39			57
Total stock-based compensation expense		96			88			120
Income tax benefit from stock-based compensation expense		(21	)		(18	)		(23	)
Total stock-based compensation expense, net of tax effect	$	75		$	70		$	97

We capitalized $10 million, $10 million and $13 million of stock-based compensation expense as website development costs during the years ended December 31, 2023, 2022 and 2021, respectively.

Stock and Incentive Plans

On December 20, 2011, our 2011 Stock and Annual Incentive Plan (the “2011 Plan”) became effective and we filed a Registration Statement registering a total of 17,500,000 shares of our common stock, of which 17,400,000 shares were issuable in connection with grants of equity-based awards under our 2011 Plan and 100,000 shares were issuable under our Deferred Compensation Plan for Non-Employee Directors (refer to “Note 12: Employee Benefit Plans” for information on our Deferred Compensation Plan for Non-Employee Directors). At our annual meeting of stockholders held on June 28, 2013, our stockholders approved an amendment to our 2011 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000 shares.

On June 21, 2018, our stockholders approved the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and we filed a Registration Statement registering 6,000,000 shares plus the number of shares available for issuance (and not subject to outstanding awards) under the 2011 Plan. As of the effective date of the 2018 Plan, the Company ceased granting awards under the 2011 Plan. On June 8, 2021, our stockholders approved an amendment to the Company’s 2018 Plan to, among other things, increase the aggregate number of shares reserved and available for issuance under the 2018 Plan by 10,000,000 shares. The purpose of this amendment was to provide sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees and management with equity incentives.

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 (“RSUs”), and other stock-based awards. As of the effective date of the 2023 Plan, the Company ceased granting awards under the 2018 Plan.

As of December 31, 2023, the total number of shares reserved for future stock-based awards under the 2023 Plan was approximately 19 million shares, calculated as follows: 12 million shares plus the number of shares available for issuance (and not subject to outstanding awards) under the 2018 Plan. All shares of common stock issued to date in respect of the exercise of options, RSUs, or other equity awards have been issued from authorized, but unissued common stock.

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 as of December 31, 2022		5,462		$	43.48
Granted		164		$	20.15
Cancelled or expired (1)		(1,699	)	$	59.54
Options outstanding as of December 31, 2023		3,927		$	35.56		5.2	$	2
Exercisable as of December 31, 2023		2,893		$	39.30		4.1	$	1
Vested and expected to vest after December 31, 2023 (2)		3,781		$	35.88		5.1	$	2

(1)

Inclusive of 1,100,000 stock options awarded in August 2013 to our former CEO, Stephen Kaufer, that expired during the third quarter of 2023. The expiration of these stock options had no impact to our stock-based compensation expense under GAAP during the third quarter of 2023.

(2)

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 December 31, 2023 was $21.53. The total intrinsic value of stock options exercised for the years ended December 31, 2023 and 2022 was not material, and for the year ended December 31, 2021 was $9 million.

The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented:


	December 31,
	2023			2022			2021
Risk free interest rate		3.70	%		3.07	%		0.83	%
Expected term (in years)		5.16			5.42			5.45
Expected volatility		53.43	%		51.63	%		49.61	%
Expected dividend yield	— %			— %			— %
Weighted-average grant date fair value	$	10.18		$	9.93		$	18.40

The total fair value of stock options vested for the years ended December 31, 2023, 2022 and 2021 were $7 million, $16 million, and $31 million, respectively. Cash received from stock option exercises for the years ended December 31, 2023 and 2022 was not material, and for the year ended December 31, 2021 was $8 million.

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		8,043			20.80
Vested and released (1)		(3,688	)		29.62
Cancelled		(1,407	)		25.59
Unvested RSUs outstanding as of December 31, 2023 (2)		11,520		$	23.06	$	248

(1)

(2)

The total fair value of RSUs vested for the years ended December 31, 2023, 2022 and 2021 was $109 million, $108 million, and $144 million, respectively.

On December 31, 2021, the Section 16 Committee of our Board of Directors approved and granted to Stephen Kaufer, the Company’s CEO at the time, the following: (i) stock option to purchase 115,200 shares of common stock, 25% of which vested and became exercisable on August 1, 2022, while the balance vests in quarterly installments over the following three years; with an estimated grant-date fair value per option of $12.59, using a Black-Scholes option pricing model; (ii) stock option to purchase 110,026 shares of common stock, which will vest and become exercisable in full on August 1, 2024; with an estimated grant-date fair value per option of $13.18,

using a Black-Scholes option pricing model; and (iii) 106,382 RSUs, 25% of which vested and settled on August 1, 2022, while the balance vests in quarterly installments over the following three years, with an estimated grant-date fair value of $27.26 per RSU, based on the quoted price of our common stock on the date of grant. The estimated fair value of these awards totaled $6 million and was fully recognized as stock-based compensation expense to the consolidated statement of operations for the year ended December 31, 2021, given the Company concluded there was no substantive future requisite service condition for these awards that existed at grant date for GAAP purposes. During the year ended December 31, 2022, the Company reversed $3 million of this previously recorded stock-based compensation expense related to these awards as the Company concluded that certain awards scheduled to vest were no longer achievable as a result of new terms executed in Mr. Kaufer's Consulting Service Agreement entered into on May 3, 2022.

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		(27	)		18.45				(54	)		9.26
Unvested and outstanding as of December 31, 2023		519		$	18.45	$	11		572		$	10.35	$	12

(1)

Represents PSUs awarded in February 2023. The PSU awards provide for vesting in two equal annual installments on each of December 31, 2024 and December 31, 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.

As of December 31, 2023, total unrecognized compensation cost related to stock-based awards, substantially RSUs, was $241 million, which the Company expects to recognize over a weighted-average period of 2.6 years.

Leases - Additional Information Related to Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 17	$ 22	$ 25
Operating cash outflows from finance lease	4	3	3
Financing cash outflows from finance lease	8	6	6
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$ 4	$ 2	$ 6
Weighted-average remaining lease term:
Weighted-average remaining lease term, Operating leases	2 years	2 years 6 months
Weighted-average remaining lease term, Finance lease	7 years	8 years
Weighted-average discount rate:
Weighted-average discount rate, Operating leases	4.10%	3.70%
Weighted-average discount rate, Finance lease	4.50%	4.50%

Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Parenthetical) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Pre-tax restructuring and other related reorganization costs	$ 22	$ 0	$ 0
Employee Severance Member
Restructuring Cost and Reserve [Line Items]
Pre-tax restructuring and other related reorganization costs	$ 22

- 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 -Summary of Activity for MSUs (Details)
$ / shares in Units, shares in Thousands, $ in Millions

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

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

^[1]

Unvested Shares, Granted | shares

546

^[1]

Unvested Shares Cancelled | shares

(27)

^[1]

Unvested outstanding, Ending balance | shares

519

^[1]

Weighted Average Grant-Date Fair Value Per Share

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

$ 0

^[1]

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

18.45

^[1]

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

18.45

^[1]

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

$ 18.45

^[1]

Aggregate Intrinsic Value

Unvested outstanding, Aggregate Intrinsic Value | $

$ 11

^[1]

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

^[2]

Unvested Shares, Granted | shares

^[2]

Unvested Shares Cancelled | shares

(54)

^[2]

Unvested outstanding, Ending balance | shares

572

^[2]

Weighted Average Grant-Date Fair Value Per Share

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

$ 10

^[2]

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

14.8

^[2]

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

9.26

^[2]

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

$ 10.35

^[2]

Aggregate Intrinsic Value

Unvested outstanding, Aggregate Intrinsic Value | $

$ 12

^[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

Dec. 31, 2023

Dec. 31, 2022

Debt Instrument [Line Items]

Carrying value amount

$ 839

$ 836

Level 2 | 2025 Senior Notes

Debt Instrument [Line Items]

Aggregate principal amount

500

Carrying value amount

^[1]

497

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]

$ 304

$ 281

[1]	Net of $3 million and $5 million of unamortized debt issuance costs as of December 31, 2023 and 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 December 31, 2023 and 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
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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))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1B
-Subparagraph (b)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-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
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-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
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-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

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

Revenue (Note 2, Note 18)

^[1]

$ 1,788

$ 1,492

$ 902

Costs and expenses:

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

149

116

Selling and marketing

940

784

469

Technology and content

273

222

212

General and administrative

191

172

167

Depreciation and amortization

111

Restructuring and other related reorganization costs (Note 7)

Total costs and expenses

1,662

1,391

1,033

Operating income (loss)

126

101

(131)

Other income (expense):

Interest expense

(44)

(45)

Interest income

Other income (expense), net (Note 16)

(4)

(5)

(10)

Total other income (expense), net

(1)

(34)

(54)

Income (loss) before income taxes

125

(185)

(Provision) benefit for income taxes (Note 10)

(115)

(47)

Net income (loss)

$ 10

$ 20

$ (148)

Earnings (loss) per share attributable to common stockholders (Note 15):

Basic

$ 0.07

$ 0.14

$ (1.08)

Diluted

$ 0.08

$ 0.14

$ (1.08)

Numerator used to compute net income (loss) per share attributable to common stockholders (Note 15):

Basic

$ 10

$ 20

$ (148)

Diluted

$ 11

$ 21

$ (148)

Weighted average common shares outstanding (Note 15):

Basic

139,412

139,923

137,234

Diluted

144,815

145,670

137,234

[1]	Our revenue is recognized primarily at a point in time for all reported segments.

Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill And Intangible Assets [Line Items]
Impairment of goodwill	$ 0	$ 0	$ 0
Accumulated goodwill impairment losses	3,000,000	3,000,000
Amortization expense	9,000,000	13,000,000	20,000,000
Impairment of indefinite-lived intangible assets	0	0	0
Impairment of intangible assets	$ 0	$ 0	$ 0

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Material Contractual Obligations and Commercial Commitments

As of December 31, 2023, we have contractual obligations and commercial commitments that include expected interest payments on our 2026 Senior Notes and 2025 Senior Notes, expected commitment fees on our Credit Facility, and non-cancellable long-term purchase obligations, as summarized in the table below. The expected amounts and timing of payments discussed below were estimated based on information available to us as of December 31, 2023.


			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in millions)
Expected interest payments on 2025 Senior Notes (1)	$	55	$	36	$	19	$	—	$	—
Expected interest payments on 2026 Senior Notes (2)		2		1		1		—		—
Expected commitment fee payments on Credit Facility (3)		6		1		3		2		—
Purchase obligations and other (4)		42		21		20		1		—
Total (5)	$	105	$	59	$	43	$	3	$	—

(1)

Expected interest payments on our 2025 Senior Notes are based on a fixed interest rate of 7.0% as of December 31, 2023 and assumes that our existing debt is repaid at maturity. Refer to “Note 8: Debt” for additional information on our 2025 Senior Notes.

(2)

Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25% as of December 31, 2023 and assumes that our existing debt is repaid at maturity. Refer to “Note 8: Debt” for additional information on our 2026 Senior Notes.

(3)

Expected commitment fee payments are based on the daily unused portion of our Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2023; however, these variables could change significantly in the future. Refer to “Note 8: Debt” for additional information on our Credit Facility.

(4)

Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through approximately June 2029. These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.

(5)

Excluded from the table was $4 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2023.

Commitments and Contingencies - Summary of Material Contractual Obligations and Commercial Commitments (Details) - USD ($) $ in Millions	Dec. 31, 2023	Mar. 25, 2021	Jul. 09, 2020
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	$ 105
Contractual Obligation, Less than 1 year	59
Contractual Obligation, 1 to 3 years	43
Contractual Obligation, 3 to 5 years	3
Contractual Obligation, More than 5 years	$ 0
7.000% senior notes due July 15, 2025
Commitment And Contingencies [Line Items]
Debt instrument, interest rate	7.00%		7.00%
0.250% Senior Notes due April 1, 2026
Commitment And Contingencies [Line Items]
Debt instrument, interest rate	0.25%	0.25%
Standby Letters of Credit
Commitment And Contingencies [Line Items]
Letters of credit outstanding amount	$ 4
Expected Interest Payments on 2025 Senior Notes
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	55
Contractual Obligation, Less than 1 year	36
Contractual Obligation, 1 to 3 years	19
Expected Interest Payments on 2026 Senior Notes
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	2
Contractual Obligation, Less than 1 year	1
Contractual Obligation, 1 to 3 years	1
Expected Commitment Fee Payments on 2015 Credit Facility
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	6
Contractual Obligation, Less than 1 year	1
Contractual Obligation, 1 to 3 years	3
Contractual Obligation, 3 to 5 years	2
Purchase obligations and other
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	42
Contractual Obligation, Less than 1 year	21
Contractual Obligation, 1 to 3 years	20
Contractual Obligation, 3 to 5 years	1
Contractual Obligation, More than 5 years	$ 0

Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 742	$ 706
Less: accumulated depreciation	(551)	(512)
Total	191	194
Capitalized Website Development
Property Plant And Equipment [Line Items]
Property and equipment, gross	510	445
Total	103	91
Finance Lease Right-of-Use Asset
Property Plant And Equipment [Line Items]
Property and equipment, gross	114	114
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	37	46
Computer Equipment and Purchased Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	64	82
Furniture, Office Equipment and Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 17	$ 19

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Details of Accrued Expenses and Other Current Liabilities

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


	December 31, 2023		December 31, 2022
	(in millions)
Accrued salary, bonus, and other employee-related benefits	$	70	$	65
Accrued marketing costs		67		68
Interest payable (1)		17		17
Income taxes payable - current (2)		6		16
Finance lease liability - current portion (3)		6		6
Operating lease liabilities - current portion (3)		10		14
Restructuring and other related reorganization costs (4)		13		—
Non-income taxes payable		16		7
Other		53		54
Total	$	258	$	247

(1)

Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 8: Debt” for further information.

(2)

Refer to “Note 10: Income Taxes” for further information regarding our income tax liabilities.

(3)

Refer to “Note 5: Leases” for further information regarding our lease obligations.

(4)

During the third quarter of 2023, the Company approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives. These actions taken by the Company resulted in reduced global headcount. As a result, the Company incurred estimated pre-tax restructuring and other related reorganization costs of $22 million during the year ended December 31, 2023, consisting primarily of employee severance and related benefits. Potential job position eliminations in each country remain subject to local law and consultation requirements, which have extended beyond 2023 in certain countries. Therefore, actual costs incurred may differ

from estimated costs recorded as of December 31, 2023. We expect the majority of remaining unpaid costs as of December 31, 2023 to be disbursed during the first quarter of 2024.

Summary of Restructuring and Other Related Reorganization Costs

The following table summarizes our restructuring and other related reorganization costs for the year ended December 31, 2023:


	Carrying Value
	(in millions)
Accrued liability as of December 31, 2022	$	—
Charges		22
Payments		(9	)
Accrued liability as of December 31, 2023	$	13

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Jun. 30, 2020

Dec. 31, 2019

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

Cash and cash equivalents

$ 1,067,000,000

$ 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 investment, net

$ (2,000,000)

$ (3,000,000)

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

$ 4,000,000

$ 2,000,000

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

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

Deferred income liability

^[1]

25,000,000

$ 28,000,000

Equity securities without readily determinable fair value

$ 2,000,000

2,000,000

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 8 years

50.00%

Percentage of notes receivable due in 10 years

50.00%

Allowance for credit loss under ASC 326

$ 5,000,000

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%

Equity method investments

$ 41,000,000

Deferred income liability

$ 28,000,000

$ 39,000,000

Deferred gain recognition period

15 years

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

30,000,000

$ 32,000,000

Chelsea Investment Holding Company PTE, Ltd | Accrued Expenses and Other Current Liabilities

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

Deferred income liability

3,000,000

Chelsea Investment Holding Company PTE, Ltd | Other Long-term Liabilities

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

Deferred income liability

$ 25,000,000

[1]	Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 3: Financial Instruments and Fair Value Measurements” for additional information

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, 2020	$ 886			$ 1,253	$ 389	$ (34)	$ (722)
Beginning balance, shares at Dec. 31, 2020		12,799,999	140,775,221				(18,844,614)
Net Income (Loss)	(148)				(148)
Other comprehensive income (loss), net of tax	(22)					(22)
Issuance of common stock related to exercise of options and vesting of RSUs	8			8
Issuance of common stock related to exercise of options and vesting of RSUs, shares			3,881,428
Purchase of capped calls, net of tax of $9 million (Note 8)	(26)			(26)
Withholding taxes on net share settlements of equity awards	(44)			(44)
Stock-based compensation (Note 13)	135			135
Ending balance at Dec. 31, 2021	789			1,326	241	(56)	$ (722)
Ending balance, shares at Dec. 31, 2021		12,799,999	144,656,649				(18,844,614)
Net Income (Loss)	20				20
Other comprehensive income (loss), net of tax	(26)					(26)
Issuance of common stock related to exercise of options and vesting of RSUs, shares			2,234,889
Withholding taxes on net share settlements of equity awards	(20)			(20)
Stock-based compensation (Note 13)	98			98
Ending balance at Dec. 31, 2022	$ 861			1,404	261	(82)	$ (722)
Ending balance, shares at Dec. 31, 2022	128,046,924	12,799,999	146,891,538				(18,844,614)
Net Income (Loss)	$ 10				10
Other comprehensive income (loss), net of tax	11					11
Issuance of common stock related to vesting of RSUs, shares			2,883,823
Repurchase of common stock (Note 14)	(100)						$ (100)
Repurchase of common stock, shares							(6,049,253)
Withholding taxes on net share settlements of equity awards	(17)			(17)
Stock-based compensation (Note 13)	106			106
Ending balance at Dec. 31, 2023	$ 871			$ 1,493	$ 271	$ (71)	$ (822)
Ending balance, shares at Dec. 31, 2023	124,881,494	12,799,999	149,775,361				(24,893,867)

Organization and Business Description - Additional Information (Details) shares in Millions		12 Months Ended
	Dec. 11, 2012 shares	Dec. 31, 2023 Country Language Restaurant VotePerShare Vote shares
Description Of Business And Basis Of Presentation [Line Items]
Number of countries \| Country		40
Number of languages worldwide \| Language		20
Description of user-generated reviews and opinions across broad base of global travel-related businesses		Tripadvisor offers more than 1 billion user-generated ratings and reviews on over 8 million experiences, accommodations, restaurants, airlines, and cruises.
TheFork
Description Of Business And Basis Of Presentation [Line Items]
No of Restaurants \| Restaurant		55,000
Number of countries related to The Fork operates \| Country		11
Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Right to voting		10 votes per share
Vote per common stock share \| VotePerShare		10
Liberty
Description Of Business And Basis Of Presentation [Line Items]
Common stock purchased by Liberty	4.8
Beneficially ownership of shares of common stock	18.2
Beneficially ownership of shares of Common Stock Class B	12.8
Percentage of interest held by related party	100.00%
LTRIP
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock		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
Beneficially ownership of equity securities		57.00%
LTRIP \| Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock		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

Earnings Per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 15: EARNINGS PER SHARE

Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS for the periods presented:


	Year ended December 31,
	2023		2022		2021
	(shares in thousands and $ in millions, except per share amounts)
Numerator:
Net income (loss) used to compute Basic EPS	$	10	$	20	$	(148	)
Interest expense on 2026 Senior Notes, net of tax		1		1		—
Net income (loss) used to compute Diluted EPS	$	11	$	21	$	(148	)
Denominator:
Weighted average shares used to compute Basic EPS		139,412		139,923		137,234
Weighted average effect of dilutive securities:
Stock-based awards (Note 13)		729		1,073		—
2026 Senior Notes (Note 8)		4,674		4,674		—
Weighted average shares used to compute Diluted EPS		144,815		145,670		137,234
Basic EPS	$	0.07	$	0.14	$	(1.08	)
Diluted EPS	$	0.08	$	0.14	$	(1.08	)

Potential common shares, consisting of outstanding stock options, RSUs and those issuable under the 2026 Senior Notes, totaling approximately 14.8 million, 11.4 million, and 16.1 million, for the years ended December 31, 2023, 2022 and 2021, respectively, have been excluded from the calculations of Diluted EPS because their effect would have been antidilutive. In addition, potential common shares of certain performance-based awards of approximately 1.1 million, 0.3 million, and 0.1 million, for the years ended December 31, 2023, 2022 and 2021, respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods.

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.

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Net of tax from purchase of capped calls	$ 9

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Statement of Comprehensive Income [Abstract]

Net Income (Loss)

$ 10

$ 20

$ (148)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax

^[1]

(27)

(24)

Reclassification adjustments included in net income (loss), net of tax

Total other comprehensive income (loss), net of tax

(26)

(22)

Comprehensive income (loss)

$ 21

$ (6)

$ (170)

[1]	Deferred income tax liabilities related to these amounts are not material. Refer to “Note 10: Income Taxes” for further information.

- Definition

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

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+ Details

Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Balance, beginning of year	$ 157	$ 144	$ 144
Increases to tax positions related to the current year	8	5	5
Increases to tax positions related to the prior year	17	29	1
Decreases due to lapsed statute of limitations		(20)
Decreases due to tax positions related to the prior year	(6)	(1)
Settlements during current year	(40)		(6)
Balance, end of year	$ 136	$ 157	$ 144

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

NOTE 17: RELATED PARTY TRANSACTIONS

Relationship between Liberty TripAdvisor Holdings, Inc. and Tripadvisor

LTRIP is a controlling stockholder of Tripadvisor. We consider LTRIP a related party. Refer to “Note 1: Organization and Business Description”, which describes the evolution of our relationship with LTRIP, including LTRIP’s stock ownership of Tripadvisor and deemed voting power as of December 31, 2023. We had no related party transactions with LTRIP during the years ended December 31, 2023, 2022 and 2021.

Relationship between Chelsea Investment Holding Company PTE Ltd. and Tripadvisor

Refer to the discussion regarding our equity method investment in Chelsea Investment Holding Company PTD Ltd. in the section titled “Non-Marketable Investments” within “Note 3: Financial Instruments and Fair Value Measurements” for a description of our relationship and existing commercial arrangements with Chelsea Investment Holding Company PTE Ltd and/or its subsidiaries. We had no material related party transactions with Chelsea Investment Holding Company PTE Ltd or its subsidiaries during the years ended December 31, 2023, 2022 and 2021.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net income (loss)	$ 10	$ 20	$ (148)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	87	97	111
Stock-based compensation expense (Note 13)	96	88	120
Deferred income tax expense (benefit) (Note 10)	(25)	(19)	(44)
Provision for expected credit losses (Note 2)	6	6	3
Other, net	9	7	19
Changes in operating assets and liabilities, net:
Accounts receivable, prepaid expenses and other assets	6	(87)	(73)
Accounts payable, accrued expenses and other liabilities	11	72	30
Deferred merchant payables	32	99	81
Income tax receivables/payables, net	(1)	107	1
Deferred revenue	4	10	8
Net cash provided by (used in) operating activities	235	400	108
Investing activities:
Capital expenditures, including capitalized website development	(63)	(56)	(54)
Other investing activities, net	0	4	0
Net cash provided by (used in) investing activities	(63)	(52)	(54)
Financing activities:
Repurchase of common stock (Note 14)	(100)	0	0
Purchase of capped calls in connection with 2026 Senior Notes (Note 8)	0	0	(35)
Proceeds from exercise of stock options (Note 13)	0	0	8
Payment of withholding taxes on net share settlements of equity awards	(17)	(20)	(44)
Payments of finance lease obligation and other financing activities, net (Note 5)	(7)	(7)	(6)
Net cash provided by (used in) financing activities	(127)	(27)	263
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1	(23)	(12)
Net increase (decrease) in cash, cash equivalents and restricted cash	46	298	305
Cash, cash equivalents and restricted cash at beginning of period	1,021	723	418
Cash, cash equivalents and restricted cash at end of period	1,067	1,021	723
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for income taxes, net of refunds	140	(40)	5
Cash paid during the period for interest	39	40	43
Supplemental disclosure of non-cash investing and financing activities:
Stock-based compensation capitalized website development costs (Note 13)	10	10	13
2026 Senior Notes
Financing activities:
Proceeds from issuance of 2026 Senior Notes, net of financing costs (Note 8)	0	0	340
Credit Facility
Financing activities:
Payment of financing costs related to Credit Facility (Note 8)	$ (3)	$ 0	$ 0

Goodwill and Intangible Assets, Net - Summary of Goodwill Activity by Reportable Segments (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Goodwill [Line Items]

Beginning balance

$ 822

$ 843

Foreign currency translation adjustments

(21)

Ending balance

829

822

Hotels, Media & Platform

Goodwill [Line Items]

Beginning balance

407

Allocation to new segments

(407)

Ending balance

Experiences & Dining Segment

Goodwill [Line Items]

Beginning balance

344

Foreign currency translation adjustments

(18)

Allocation to new segments

(326)

Ending balance

Other

Goodwill [Line Items]

Beginning balance

^[1]

Foreign currency translation adjustments

^[1]

(5)

Allocation to new segments

^[1]

(87)

Ending balance

^[1]

Brand Tripadvisor

Goodwill [Line Items]

Beginning balance

599

Foreign currency translation adjustments

Allocation to new segments

599

Ending balance

601

599

Viator

Goodwill [Line Items]

Beginning balance

119

Foreign currency translation adjustments

(1)

Allocation to new segments

120

Ending balance

120

119

TheFork

Goodwill [Line Items]

Beginning balance

104

Foreign currency translation adjustments

Allocation to new segments

101

Ending balance

$ 108

$ 104

[1]	Other consists of the combination of alternative accommodation rentals, flights, car, and cruises offerings, and did not previously constitute a reportable segment.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 4: PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following as of the dates presented:


	December 31, 2023			December 31, 2022
	(in millions)
Capitalized website development	$	510		$	445
Finance lease right-of-use asset (Note 5)		114			114
Leasehold improvements		37			46
Computer equipment and purchased software		64			82
Furniture, office equipment and other		17			19
		742			706
Less: accumulated depreciation		(551	)		(512	)
Total	$	191		$	194

As of December 31, 2023 and 2022, the carrying value of our capitalized website development costs, net of accumulated amortization, was $103 million and $91 million, respectively. For the years ended December 31, 2023, 2022 and 2021, we capitalized $66 million, $56 million and $55 million, respectively, related to website development costs. For the years ended December 31, 2023, 2022 and 2021, we recorded amortization of capitalized website development costs of $55 million, $61 million and $64 million, respectively, which is included in depreciation expense on our consolidated statements of operations.

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions		3 Months Ended		12 Months Ended
	Sep. 07, 2023 USD ($)	Dec. 31, 2023 USD ($) VotePerShare $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) VotePerShare Directors $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Aug. 16, 2022	Dec. 31, 2020 shares	Nov. 01, 2019 USD ($)
Schedule Of Capitalization Equity [Line Items]
Preferred stock, shares authorized		100,000,000		100,000,000	100,000,000
Preferred stock, par value \| $ / shares		$ 0.001		$ 0.001	$ 0.001
Preferred stock, shares issued		0		0	0
Common stock, shares authorized		1,600,000,000		1,600,000,000	1,600,000,000
Common stock, par value \| $ / shares		$ 0.001		$ 0.001	$ 0.001
Percentage of directors elected by common stock holders		25.00%		25.00%
Number of directors \| Directors				3
Conversion of Class B common stock				100.00%
Common stock, shares issued		149,775,361		149,775,361	146,891,538
Common stock, shares outstanding		124,881,494		124,881,494	128,046,924
Repurchase of shares of common stock authorized \| $	$ 250								$ 100
Repurchase of common stock, shares		1,324,524	4,724,729
Average price of shares repurchased, common stock \| $ / shares		$ 18.85	$ 15.85
Aggregate cost of shares repurchased, common stock \| $		$ 25	$ 75	$ 100
Remaining authorized share repurchased amount \| $		$ 225		$ 225	$ 75				$ 250
Repurchase Program, Period in Force	2 years
Treasury stock, shares		24,893,867		24,893,867	18,844,614
Aggregate cost of treasury stock \| $		$ 822		$ 822	$ 722
Dividend declared \| $ / shares				$ 0	$ 0	$ 0
Nondeductible Excise Tax Percentage							1.00%
Class B Common Stock
Schedule Of Capitalization Equity [Line Items]
Common stock, shares authorized		400,000,000		400,000,000	400,000,000
Common stock, par value \| $ / shares		$ 0.001		$ 0.001	$ 0.001
Right to voting				10 votes per share
Vote per common stock share \| VotePerShare		10		10
Common stock, shares issued		12,799,999		12,799,999	12,799,999
Common stock, shares outstanding		12,799,999		12,799,999	12,799,999	12,799,999		12,799,999
Common Stock
Schedule Of Capitalization Equity [Line Items]
Common stock, shares authorized		1,600,000,000		1,600,000,000
Common stock, par value \| $ / shares		$ 0.001		$ 0.001
Right to voting				one vote per share
Vote per common stock share \| VotePerShare		1		1
Common stock, shares outstanding		149,775,361		149,775,361	146,891,538	144,656,649		140,775,221

Segment and Geographic Information

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment and Geographic Information

NOTE 18: SEGMENT AND GEOGRAPHIC INFORMATION

We have three reportable segments: (1) Brand Tripadvisor (formerly Tripadvisor Core); (2) Viator; and (3) TheFork. Our Brand Tripadvisor 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) Media and advertising 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 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.”

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 Brand Tripadvisor segment. Our allocation methodology is periodically evaluated and may change.

The following tables present our reportable segment information for the years ended December 31, 2023, 2022 and 2021 and includes 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, 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 Brand Tripadvisor 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.


	Year ended December 31, 2023
	Brand Tripadvisor (1)			Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	897		$	737		$	154		$	—		$	1,788
Intersegment revenue		134			—			—			(134	)		—
Total Revenue	$	1,031		$	737		$	154		$	(134	)	$	1,788
Adjusted EBITDA		348			—			(14	)		—			334
Depreciation and amortization											(87	)		(87	)
Stock-based compensation											(96	)		(96	)
Restructuring and other related reorganization costs (4)		(10	)		(3	)		(9	)		—			(22	)
Other non-recurring expenses (income) (5)											(3	)		(3	)
Operating income (loss)														126
Other income (expense), net														(1	)
Income (loss) before income taxes														125
(Provision) benefit for income taxes														(115	)
Net income (loss)														10


	Year ended December 31, 2022
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	873	$	493		$	126		$	—		$	1,492
Intersegment revenue		93		—			—			(93	)		—
Total Revenue	$	966	$	493		$	126		$	(93	)	$	1,492
Adjusted EBITDA		345		(11	)		(39	)		—			295
Depreciation and amortization										(97	)		(97	)
Stock-based compensation										(88	)		(88	)
Legal reserves and settlements										(1	)		(1	)
Other non-recurring expenses (income) (6)										(8	)		(8	)
Operating income (loss)													101
Other income (expense), net													(34	)
Income (loss) before income taxes													67
(Provision) benefit for income taxes													(47	)
Net income (loss)													20


	Year ended December 31, 2021
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	633	$	184		$	85		$	—		$	902
Intersegment revenue		32		—			—			(32	)		—
Total Revenue	$	665	$	184		$	85		$	(32	)	$	902
Adjusted EBITDA		177		(31	)		(46	)		—			100
Depreciation and amortization										(111	)		(111	)
Stock-based compensation										(120	)		(120	)
Operating income (loss)													(131	)
Other income (expense), net													(54	)
Income (loss) before income taxes													(185	)
(Provision) benefit for income taxes													37
Net income (loss)													(148	)

(1)

Corporate general and administrative personnel costs of $6 million, $5 million and $6 million for the years ended December 31, 2023, 2022 and 2021, respectively, were allocated to the Viator and TheFork segments.

(2)

Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $3 million, $2 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

(3)

Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $3 million, $3 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

(4)

Refer to “Note 7: Accrued Expenses and Other Current Liabilities” for information regarding restructuring and other related reorganization costs.

(5)

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

(6)

The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud. This loss was recorded to general and administrative expenses on the consolidated statement of operations for December 31, 2022. The Company considers such costs to be non-recurring in nature. To the extent the Company recovers any losses in future periods related to this incident, the Company plans to reduce Adjusted EBITDA by the recovery amount in that same period.

Product and Geographic Information

We disaggregate revenue into major products and revenue sources, as follows, for the periods presented:


	Year ended December 31,
	2023			2022			2021
Major products/revenue sources (1):	(in millions)
Brand Tripadvisor
Tripadvisor-branded hotels	$	659		$	650		$	451
Media and advertising		145			130			98
Tripadvisor experiences and dining (2)		176			134			70
Other		51			52			46
Total Brand Tripadvisor		1,031			966			665

Viator		737			493			184
TheFork		154			126			85
Intersegment eliminations (2)		(134	)		(93	)		(32	)
Total Revenue	$	1,788		$	1,492		$	902

(1)

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

(2)

Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

The Company measures its geographic revenue based on the physical location of the Tripadvisor subsidiary which generates the revenue, which is consistent with our measurement of long-lived physical assets, or property

and equipment, net. As such, this geographic classification does not necessarily align with where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider, experience operator or restaurant.

The Company’s revenue based on geographic location consists of the following for the periods presented:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Revenue
United States	$	1,198	$	905	$	526
United Kingdom		349		402		259
All other countries		241		185		117
Total revenue	$	1,788	$	1,492	$	902

The Company’s property and equipment, net for the United States and all other countries based on the geographic location of the assets consists of the following as of the dates presented:


	December 31,
	2023		2022
	(in millions)
Property and equipment, net
United States	$	147	$	156
All other countries		44		38
Total	$	191	$	194

Customer Concentrations

Refer to “Note 2: Significant Accounting Policies” under the section entitled “Certain Risks and Concentrations” for information regarding our major customer concentrations.

- 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
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-Name Accounting Standards Codification
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-Paragraph 22
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+ Details

Income Taxes - Summary of Our Domestic and Foreign Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 95	$ 37	$ (127)
Foreign	30	30	(58)
Income (loss) before income taxes	$ 125	$ 67	$ (185)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill

The following table summarizes our goodwill activity by reportable segment for the periods presented:


	Hotels, Media & Platform			Experiences & Dining			Other (1)			Brand Tripadvisor		Viator			TheFork		Total
	(in millions)
Balance as of December 31, 2021	$	407		$	344		$	92		$	—	$	—		$	—	$	843
Foreign currency translation adjustments		—			(18	)		(5	)		—		(1	)		3		(21	)
Allocation to new segments		(407	)		(326	)		(87	)		599		120			101		—
Balance as of December 31, 2022	$	—		$	—		$	—		$	599	$	119		$	104	$	822
Foreign currency translation adjustments		—			—			—			2		1			4		7
Balance as of December 31, 2023	$	—		$	—		$	—		$	601	$	120		$	108	$	829

(1)

Other consists of the combination of alternative accommodation rentals, flights, car, and cruises offerings, and did not previously constitute a reportable segment.

There were no goodwill impairment charges recognized on our consolidated statements of operations during the years ended December 31, 2023, 2022, or 2021. Refer to “Note 2: Significant Accounting Policies” for discussion regarding the Company’s 2023 goodwill impairment assessment. As of both December 31, 2023 and 2022, accumulated goodwill impairment losses totaled $3 million, which was associated with the Brand Tripadvisor segment.

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

Intangibles

Intangible assets, acquired in business combinations and recorded at fair value on the date of purchase, consisted of the following as of the dates presented:


	December 31,
	2023			2022
	(in millions)
Intangible assets with definite lives	$	221		$	219
Less: accumulated amortization		(208	)		(198	)
Intangible assets with definite lives, net		13			21
Intangible assets with indefinite lives (1)		30			30
Total	$	43		$	51

(1)

Indefinite-lived intangible assets include trade names and trademarks for the Tripadvisor brand.

Components of Intangible Assets with Definite Lives

The following table presents the components of our intangible assets with definite lives as of the dates presented:


			December 31, 2023							December 31, 2022
	Weighted Average		Gross					Net		Gross					Net
	Remaining Life		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	(in years)		Amount		Amortization			Amount		Amount		Amortization			Amount
			(in millions)							(in millions)
Trade names and trademarks		0.9	$	48	$	(45	)	$	3	$	47	$	(40	)	$	7
Customer lists and supplier relationships		3.8		97		(90	)		7		95		(87	)		8
Subscriber relationships		2.3		34		(33	)		1		34		(33	)		1
Technology and other		1.8		42		(40	)		2		43		(38	)		5
Total		2.7	$	221	$	(208	)	$	13	$	219	$	(198	)	$	21

Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives

Our definite-lived intangible assets are being amortized on a straight-line basis. The straight-line method of amortization is currently our best estimate, or approximates to date, the distribution of the economic use of these intangible assets.

The estimated amortization expense for intangible assets with definite lives for each of the next five years, and the expense thereafter, assuming no subsequent impairment of the underlying assets or change in estimate of remaining lives, is expected to be as follows (in millions):


2024	$	6
2025		3
2026		2
2027		2
2028		—
2029 and thereafter		—
Total	$	13

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Stock-based compensation	$ 14	$ 28
Net operating loss carryforwards	96	83
Provision for accrued expenses	8	6
Lease financing obligation	13	17
Foreign advertising spend	14	14
Tax credit carryforward	10	7
Capitalized research expenses	52	39
Interest carryforward	32	53
Other	14	19
Total deferred tax assets	253	266
Less: valuation allowance	(106)	(114)
Net deferred tax assets	147	152
Deferred tax liabilities:
Intangible assets	(42)	(48)
Property and equipment	(3)	(6)
Prepaid expenses	(4)	(4)
Building - corporate headquarters	(12)	(16)
Other	(1)	(1)
Total deferred tax liabilities	(62)	(75)
Net deferred tax asset (liability)	$ 85	$ 77

Segment and Geographic Information - Summary of Segment Information (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
General and administrative		$ 191	$ 172	$ 167
Loss related to external fraud	$ 8
General and Administrative
Segment Reporting Information [Line Items]
Capitalized Transaction Cost		3
Brand Tripadvisor
Segment Reporting Information [Line Items]
General and administrative		6	5	6
Viator
Segment Reporting Information [Line Items]
General and administrative		3	2	3
TheFork
Segment Reporting Information [Line Items]
General and administrative		$ 3	$ 3	$ 3

Segment and Geographic Information - Property and Equipment, Net (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net (Note 4, Note 5)	$ 191	$ 194
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net (Note 4, Note 5)	147	156
All Other Countries
Revenues From External Customers And Long Lived Assets [Line Items]
Property and equipment, net (Note 4, Note 5)	$ 44	$ 38

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

NOTE 7: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	December 31, 2023		December 31, 2022
	(in millions)
Accrued salary, bonus, and other employee-related benefits	$	70	$	65
Accrued marketing costs		67		68
Interest payable (1)		17		17
Income taxes payable - current (2)		6		16
Finance lease liability - current portion (3)		6		6
Operating lease liabilities - current portion (3)		10		14
Restructuring and other related reorganization costs (4)		13		—
Non-income taxes payable		16		7
Other		53		54
Total	$	258	$	247

(1)

Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 8: Debt” for further information.

(2)

Refer to “Note 10: Income Taxes” for further information regarding our income tax liabilities.

(3)

Refer to “Note 5: Leases” for further information regarding our lease obligations.

(4)

from estimated costs recorded as of December 31, 2023. We expect the majority of remaining unpaid costs as of December 31, 2023 to be disbursed during the first quarter of 2024.

The following table summarizes our restructuring and other related reorganization costs for the year ended December 31, 2023:


	Carrying Value
	(in millions)
Accrued liability as of December 31, 2022	$	—
Charges		22
Payments		(9	)
Accrued liability as of December 31, 2023	$	13

Other Income (Expense), Net

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Other Income (Expense), Net

NOTE 16: OTHER INCOME (EXPENSE), NET

Other income (expense), net, consists of the following for the periods presented:


	Year Ended December 31,
	2023			2022			2021
	(in millions)
Foreign currency exchange gains (losses), net (1)	$	(5	)	$	(5	)	$	(4	)
Earnings (losses) from equity investment, net		(2	)		(2	)		(3	)
Other, net		3			2			(3	)
Total	$	(4	)	$	(5	)	$	(10	)

(1)

Foreign currency exchange gains (losses), net, are related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, offset by any foreign currency forward contract gains and losses.

Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Jun. 08, 2021	Jun. 28, 2013	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 21, 2018	Dec. 20, 2011
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Capitalized stock based compensation as website development costs			$ 10	$ 10	$ 13
Common shares registered for issuance under incentive plan							17,500,000
Common stock share issuance under plan		15,000,000
Cash received from stock option exercises			$ 0	0	8
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Closing stock price			$ 21.53
Total intrinsic value			$ 0	0	9
2011 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares registered for issuance under incentive plan							17,400,000
Deferred Compensation Plan for Non Employee Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares registered for issuance under incentive plan							100,000
2018 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock share issuance under plan	10,000,000		12,000,000
Common stock share issuance under plan						6,000,000
Number of shares reserved for future stock-based awards under plan			19,000,000
2018 Plan \| Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of stock options vested			$ 7	16	31
Cash received from stock option exercises			$ 0	$ 0	$ 8

Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 6
2025	3
2026	2
2027	2
2028	0
2029 and thereafter	0
Intangible assets with definite lives, net	$ 13	$ 21

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Retirement Benefits [Abstract]

Employee Benefit Plans

NOTE 12: EMPLOYEE BENEFIT PLANS

Retirement Savings Plan

The Tripadvisor Retirement Savings Plan (the “401(k) Plan”), qualifies under Section 401(k) of the Internal Revenue Code. The 401(k) Plan allows participating employees, which includes most of our U.S. employees, to make contributions of a specified percentage of their eligible compensation. Participating employees may contribute up to 50% of their eligible salary on a pre-tax basis, but not more than statutory limits. Employee-participants age 50 and over may also contribute an additional amount of their salary on a pre-tax tax basis up to the IRS Catch-Up Provision Limit (or “catch-up contributions”). Employees may also contribute into the 401(k) Plan on an after-tax basis up (or “Roth 401(k) contributions”) to an annual maximum of 10%. The 401(k) Plan has an automatic enrollment feature at 6% pre-tax. We match 50% of the first 6% of employee contributions to the plan for a maximum employer contribution of 3% of a participant’s eligible earnings. The catch-up contributions are not eligible for employer matching contributions. The matching contributions portion of an employee’s account, vests after two years of service. Additionally, at the end of the 401(k) Plan year, we make a discretionary matching

contribution to eligible participants. This additional discretionary matching employer contribution (or “true up”) is limited to match only contributions up to 3% of eligible compensation.

We also have various defined contribution plans for our non-U.S. employees. Our contribution to the 401(k) Plan and our non-U.S. defined contribution plans which are recorded in our consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 were $12 million, $11 million, and $10 million, respectively.

Deferred Compensation Plan for Non-Employee Directors

The Company has a deferred compensation plan for non-employee directors (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. The cash fund will be credited with interest at an annual rate equal to the weighted average prime or base lending rate of a financial institution selected in accordance with the terms of the Deferred Compensation Plan and applicable law. Upon termination of service as a director of Tripadvisor, a director will receive (i) with respect to share units, such number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.

Under the Deferred Compensation Plan, 100,000 shares of Tripadvisor common stock are available for issuance to non-employee directors. From the inception of the Deferred Compensation Plan through December 31, 2023, a total of 557 shares have been issued for such purpose.

Executive Severance Plan and Summary Plan Description

The Company also maintains its Executive Severance Plan and Summary Plan Description (the “Severance Plan”) which is applicable to certain employees of the Company and its subsidiaries. The Severance Plan formalizes and standardizes the Company’s severance practices for certain designated employees (each, a “Participant” and, collectively, the “Participants”). Participants covered by the Severance Plan generally will be eligible to receive severance benefits in the event of a termination by the Company without cause or, under certain circumstances, by the Participant for good reason. The severance benefits differ if there is a termination of employment in connection with a change in control. The severance benefits provided pursuant to the Severance Plan are determined based on the job classification of the Participants (as reflected in internal job profile designations) and, in certain cases, their years of service with the Company. During the years ended December 31, 2023, 2022 and 2021, respectively, we recognized $2 million, $1 million and $1 million of expense under the Severance Plan on our consolidated statements of operations.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

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

Dec. 31, 2023

Dec. 31, 2022

Other Liabilities, Noncurrent [Abstract]

Unrecognized tax benefits

^[1]

$ 153

$ 204

Deferred gain on equity method investment

^[2]

Long-term income taxes payable

^[3]

Other

Total

$ 197

$ 265

[1]	Refer to “Note 10: 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 made in the fourth quarter of 2019. Refer to “Note 3: 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. Refer to “Note 10: Income Taxes,” for additional information.

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

NOTE 5: LEASES

Operating and finance lease assets and liabilities consists of the following as of the dates presented:


		December 31,		December 31,
	Presentation on Consolidated Balance Sheet	2023		2022
		(in millions)
Noncurrent Lease Assets:
Finance lease	Property and equipment, net	$	67	$	76
Operating lease	Operating lease right-of-use-assets		15		27
	Total lease assets	$	82	$	103


Current Lease Liabilities:
Finance lease	Accrued expenses and other current liabilities	$	6	$	6
Operating lease	Accrued expenses and other current liabilities		10		14
	Total current lease liabilities		16		20

Noncurrent Lease Liabilities:
Finance lease	Finance lease liability, net of current portion		51		58
Operating lease	Operating lease liabilities, net of current portion		6		15
	Total noncurrent lease liabilities		57		73

	Total lease liabilities	$	73	$	93

As of December 31, 2023, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations for us.

The components of lease expense were as follows for the periods presented:


	Year ended December 31,
	2023			2022			2021
	(in millions)
Operating lease cost (1)	$	17		$	19		$	21
Finance lease cost:
Amortization of right-of-use assets (2)	$	10		$	10		$	10
Interest on lease liabilities (3)		3			3			4
Total finance lease cost	$	13		$	13		$	14
Sublease income (1)		(5	)		(9	)		(5	)
Total lease cost, net	$	25		$	23		$	30

(1)

Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations.

(2)

Amount is included in depreciation expense in our consolidated statements of operations.

(3)

Amount is included in interest expense in our consolidated statements of operations.

Additional information related to our leases is as follows for the periods presented:


	Year ended December 31,
	2023		2022		2021
Supplemental Cash Flows Information:	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	17	$	22	$	25
Operating cash outflows from finance lease		4		3		3
Financing cash outflows from finance lease		8		6		6

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	4	$	2	$	6


	Year ended December 31,
	2023			2022
Weighted-average remaining lease term:
Operating leases	2.0 years			2.5 years
Finance lease	7.0 years			8.0 years

Weighted-average discount rate:
Operating leases		4.1	%		3.7	%
Finance lease		4.5	%		4.5	%

Future lease payments under non-cancelable leases as of December 31, 2023 were as follows:


Year Ending December 31,	Operating Leases		Finance Lease
	(in millions)
2024	$	10	$	9
2025		3		9
2026		2		9
2027		1		10
2028		—		10
Thereafter		—		19
Total future lease payments		16		66
Less imputed interest		—		(9	)
Total lease liabilities	$	16	$	57

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2023 shares
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs withheld to satisfy withholding tax requirements	840,000

- 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 (Tables)

12 Months Ended

Dec. 31, 2023

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Amount of Stock-Based Compensation Expense Related to Income Tax Benefit

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


	Year ended December 31,
	2023			2022			2021
	(in millions)
Cost of revenue	$	1		$	1		$	1
Selling and marketing		16			12			16
Technology and content		40			36			46
General and administrative		39			39			57
Total stock-based compensation expense		96			88			120
Income tax benefit from stock-based compensation expense		(21	)		(18	)		(23	)
Total stock-based compensation expense, net of tax effect	$	75		$	70		$	97

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 as of December 31, 2022		5,462		$	43.48
Granted		164		$	20.15
Cancelled or expired (1)		(1,699	)	$	59.54
Options outstanding as of December 31, 2023		3,927		$	35.56		5.2	$	2
Exercisable as of December 31, 2023		2,893		$	39.30		4.1	$	1
Vested and expected to vest after December 31, 2023 (2)		3,781		$	35.88		5.1	$	2

(1)

(2)

Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants

The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented:


	December 31,
	2023			2022			2021
Risk free interest rate		3.70	%		3.07	%		0.83	%
Expected term (in years)		5.16			5.42			5.45
Expected volatility		53.43	%		51.63	%		49.61	%
Expected dividend yield	— %			— %			— %
Weighted-average grant date fair value	$	10.18		$	9.93		$	18.40

Summary of 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		8,043			20.80
Vested and released (1)		(3,688	)		29.62
Cancelled		(1,407	)		25.59
Unvested RSUs outstanding as of December 31, 2023 (2)		11,520		$	23.06	$	248

(1)

(2)

PSUs and MSUs

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of RSU Activity

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		(27	)		18.45				(54	)		9.26
Unvested and outstanding as of December 31, 2023		519		$	18.45	$	11		572		$	10.35	$	12

(1)

(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

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Allowance for credit losses	$ 21	$ 28
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	149,775,361	146,891,538
Common stock, shares outstanding	124,881,494	128,046,924
Treasury stock, shares	24,893,867	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

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents (Note 3)	$ 1,067	$ 1,021
Accounts receivable, net (allowance for expected credit losses of $21 and $28, respectively) (Note 2, Note 3)	192	205
Prepaid expenses and other current assets	38	44
Total current assets	1,297	1,270
Property and equipment, net (Note 4, Note 5)	191	194
Operating lease right-of-use assets (Note 5)	15	27
Intangible assets, net (Note 6)	43	51
Goodwill (Note 6)	829	822
Non-marketable investments (Note 3)	32	34
Deferred income taxes, net (Note 10)	86	78
Other long-term assets, net of allowance for credit losses of $10 and $10, respectively	44	93
TOTAL ASSETS	2,537	2,569
Current liabilities:
Accounts payable	28	39
Deferred merchant payables (Note 2)	237	203
Deferred revenue (Note 2)	49	44
Accrued expenses and other current liabilities (Note 7)	258	247
Total current liabilities	572	533
Long-term debt (Note 8)	839	836
Finance lease obligation, net of current portion (Note 5)	51	58
Operating lease liabilities, net of current portion (Note 5)	6	15
Deferred income taxes, net (Note 10)	1	1
Other long-term liabilities (Note 9)	197	265
Total Liabilities	1,666	1,708
Commitments and contingencies (Note 11)
Stockholders equity: (Note 14)
Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0, respectively	0	0
Common stock	0	0
Additional paid-in capital	1,493	1,404
Retained earnings	271	261
Accumulated other comprehensive income (loss)	(71)	(82)
Treasury stock-common stock, at cost, 24,893,867 and 18,844,614 shares, respectively	(822)	(722)
Total Stockholders’ Equity	871	861
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	2,537	2,569
Class B Common Stock
Stockholders equity: (Note 14)
Common stock	$ 0	$ 0

Financial Instruments and Fair Value Measurements - Schedule of Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Accounts receivable	$ 177	$ 173
Contract assets	15	32
Total	$ 192	$ 205

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-based compensation:
Stock-based compensation	$ 96	$ 88	$ 120
Cost of Revenue
Stock-based compensation:
Stock-based compensation	1	1	1
Selling and Marketing
Stock-based compensation:
Stock-based compensation	16	12	16
Technology and Content
Stock-based compensation:
Stock-based compensation	40	36	46
General and Administrative
Stock-based compensation:
Stock-based compensation	$ 39	$ 39	$ 57

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying 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. Additionally, certain prior period amounts may have been reclassified for comparability with the current period presentation, none of which were material. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, or the results of our future operations and cash flows.

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.

Accounting Estimates

We use estimates and assumptions in the preparation of our 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 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 estimates underlying our consolidated financial statements are within accounting for income taxes. Refer to our accounting policy for income taxes disclosed below and “Note 10: Income Taxes” for information regarding our significant income tax estimates.

Revenue Recognition

We generate all our revenue from contracts with customers. We recognize revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. When we act as an agent in the transaction, we recognize revenue for only our commission on the arrangement. We determine revenue recognition through the following steps:

(1)

Identification of the contract, or contracts, with a customer

(2)

Identification of the performance obligations in the contract

(3)

Determination of the transaction price

(4)

Allocation of the transaction price to the performance obligations in the contract

(5)

Recognition of revenue when, or as, we satisfy a performance obligation.

At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We have provided qualitative information about our performance obligations for our principal revenue streams discussed below. There was no significant revenue recognized in the years ended December 31, 2023, 2022 and 2021 related to performance obligations satisfied in prior periods, respectively. 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. Our timing of services, invoicing and payments are discussed in more detail below and do not include a significant financing component. Our customer invoices are generally due 30 days from the time of invoicing.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. Although the substantial majority of our contract costs have an amortization period of less than one year, we have determined contract costs arising from certain sales incentives have an amortization period in excess of one year given the high likelihood of contract renewal. Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of December 31, 2023 and 2022, there was $3 million and $4 million, respectively, of unamortized contract costs in other long-term assets on our consolidated balance sheet. We amortize these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling and marketing expense on our consolidated statements of operations during each of the years ended December 31, 2023, 2022 and 2021, was $1 million. We assess such asset for impairment when events or circumstances indicate that the carrying amount may not be recoverable. No impairments were recognized during the years ended December 31, 2023, 2022 and 2021.

The recognition of revenue may require the application of judgment related to the determination of the performance obligations and the timing of when the performance obligations are satisfied. The determination of our

performance obligations does not require significant judgment given that we generally do not provide multiple services to a customer in a transaction, and the point in which control is transferred to the customer is readily determinable. In instances where we recognize revenue over time, we generally have either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of our services. When an estimate for cancellations is included in the transaction price, we base our estimate on historical cancellation rates and current trends. Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing transaction, that are collected by us from a customer, are reported on a net basis, or in other words excluded from revenue on our consolidated financial statements.

Practical Expedients and Exemptions

•

We expense costs to obtain a contract as incurred, such as sales incentives, when the amortization period would have been one year or less.

•

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

The application of our revenue recognition policies and description of our principal activities, organized by reportable segment from which we generate our revenue, are presented below.

Brand Tripadvisor Segment (formerly Tripadvisor Core Segment)

Tripadvisor-branded Hotels Revenue. Our largest source of Brand Tripadvisor segment revenue is generated from click-based advertising on Tripadvisor-branded websites, which we refer to as our hotel meta (also referred to as hotel auction) revenue, which is primarily comprised of contextually-relevant booking links to our travel partners’ websites. Our click-based travel partners are predominantly online travel agencies, or OTAs, and hotels. Click-based advertising is generally priced on a cost-per-click, or “CPC” basis, with payments from travel partners determined by the number of travelers who click on a link multiplied by the CPC rate for each specific click. CPC rates are determined in a dynamic, competitive auction process, where the travel partner bids for rates and availability to be listed on our platform. When a CPC bid is submitted, the travel partner agrees to pay us the bid amount each time a traveler clicks on the link to that travel partner’s website. Bids can be submitted periodically – as often as daily – on a property-by-property basis. We record click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner’s website as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our travel partners monthly, consistent with the timing of the service. We also generate revenue from our cost-per-acquisition, or “CPA” model, which consists of contextually-relevant booking links to our travel partners’ websites which are advertised on our platform. We earn a commission from our travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partner's website, which results in a traveler stay. CPA revenue is billable only upon the completion of each traveler’s stay resulting from a hotel reservation. The travel partners provide the service to the travelers and we act as an agent under GAAP. Our performance obligation is complete at the time of the hotel reservation booking, and the commission earned is recognized upon booking, as we have no post-booking service obligations. We recognize this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends. Contract assets are recognized at the time of booking for commissions that are billable upon the completion of a traveler's stay. CPA revenue is generally billed to our travel partners two months after traveler stays are completed.

In addition, we offer business-to-business, or “B2B,” solutions to hotels, including subscription-based advertising to hotels, owners of B&Bs, and other specialty lodging properties. Our performance obligation is generally to enable subscribers to advertise their businesses on our platform, as well as to manage and promote their website URL, email address, phone number, special offers and other information related to their business. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue initially on our consolidated balance sheet for the amount of prepayment in excess of revenue recognized, until the performance obligation is satisfied. To a lesser extent, we offer travel partners the opportunity to advertise and promote their

business through hotel sponsored placements on our platform. This service is generally priced on a CPC basis, with payments from travel partners determined by the number of travelers who click on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids submitted as part of an auction by our travel partners or a pre-determined contractual CPC rate. The travel partner agrees to pay us the CPC rate amount each time a traveler clicks on a link to the travel partner’s website. We record this click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner as our performance obligation is fulfilled at that time. Hotel sponsored placements revenue is generally billed to our travel partners monthly, consistent with the timing of the service.

Media and Advertising Revenue. We offer travel partners the ability to promote their brands through display-based advertising, or sometimes referred to as “media advertising”, placements across our platform. Our display-based advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination marketing organizations. We also sell display-based advertising to OTAs and other travel related businesses, as well as to advertisers from non-travel categories. Display-based advertising is sold predominantly on a cost per thousand impressions, or “CPM,” basis. The performance obligation in our display-based advertising arrangements is to display a number of advertising impressions on our platform and we recognize revenue for impressions as they are delivered. Services are generally billed monthly. We have applied the practical expedient to measure progress toward completion, as we have the right to invoice the customer in an amount that directly corresponds with the value to the customer of our performance to date, which is measured based on impressions delivered.

Tripadvisor Experiences and Dining Revenue. We generate revenue from our experiences and restaurant offerings on Tripadvisor-branded websites and mobile apps. Tripadvisor receives intercompany (intersegment) revenue consisting of 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. The performance obligations, timing of customer payments for our experiences and dining transactions, and methods of revenue recognition are consistent with the Viator and TheFork segments, as described below. In addition, Tripadvisor restaurant offerings, or B2B restaurant offerings, generate subscription fees for subscription-based advertising to our restaurant partners that allow restaurants to manage and promote their website URL, email address, phone number, special offers and other information related to their business, as well as access to certain online reservation management services, marketing analytic tools, and menu syndication services. As the performance obligation is to provide restaurants with access to these services over a subscription period, the subscription fee revenue is recognized over the subscription period on a straight-line basis as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue initially on our consolidated balance sheet for the amount of prepayment in excess of revenue recognized, until the performance obligation is satisfied. In addition, we offer restaurant partners the opportunity to advertise and promote their business through restaurant media advertising placements on our platform. This service is generally priced on a CPC basis, with payments from restaurant partners determined by the number of clicks by consumers on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for media advertising placements agreed to by our restaurant partners are based on a pre-determined contractual rate. We record this click-based advertising revenue as the click occurs and diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our restaurant partners monthly, consistent with the timing of the service.

Other Revenue. We also offer travelers alternative accommodation rentals, cruises, flights, and rental cars solutions on our platforms which complement our end-to-end travel experience. Our alternative accommodation rentals offering provides information and services that allow travelers to research and book vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and cottages. Our alternative accommodation rentals offering primarily generates revenue by offering individual property owners and managers the ability to list their properties on our platform thereby connecting with travelers through a free-to-list, commission-based option. These properties are listed on our Tripadvisor-branded websites and mobile apps, and Tripadvisor's portfolio of travel media brands, including, www.flipkey.com, www.holidaylettings.co.uk, and www.niumba.com. We earn commissions associated with rental transactions through our free-to-list model from both the traveler and the property owner or manager. We provide post-booking services to the travelers, property owners and managers until the time the rental commences, which is the time the performance obligation is completed. Revenue from transaction fees is recognized at the time that the rental commences. Under GAAP, we act

as an agent in the transactions, as we do not control any properties before the property owner provides the accommodation to the traveler and do not have inventory risk. We generally collect payment from the traveler at the time of booking, representing the amount due to the property owner or manager, as well as our commission. That portion of the payment representing our commission is recorded as deferred revenue on our consolidated balance sheet until revenue is recognized, and that portion of the payment representing the amount due to the property owner is recorded as a deferred merchant payable on our consolidated balance sheet until payment is made to the property owner after the completion of the rental.

In addition, Other Revenue includes revenue generated from cruises, flights, and rental cars offerings on Tripadvisor-branded websites and mobile apps and Tripadvisor’s portfolio of brands, which primarily includes click-based advertising and display-based advertising revenue. The performance obligations, timing of customer payments for these offerings, and methods of revenue recognition are generally consistent with click-based advertising and display-based advertising revenue, as described above.

Viator Segment

We provide an online marketplace that allows travelers to research and book tours, activities and attractions in popular travel destinations across the globe through our Viator-branded platform, which includes website, mobile web, and mobile app. Through Viator, we also power traveler bookings of tours, activities and attractions on behalf of third-party distribution partner websites, including the Tripadvisor platform as well as many of the world’s major OTA’s, airlines, hotels, online and offline travel agencies, and other prominent content and eCommerce brands.

We work with local tour, activity, and experience operators (“operators”) to provide travelers (“customers”) the ability to book tours, activities and attractions, or “experiences”, in destinations around the world. We generate commissions for each booking transaction we facilitate through our online reservation system, in exchange for certain activities, including the use of the Company’s booking platform, post-booking 24/7 customer support until the time of the experience and payment processing activities as the merchant of record, which is the completion of the performance obligation. These activities are not distinct from each other and are not separate performance obligations. As a result, the Company’s single performance obligation is to facilitate an experience, which is complete upon the time the experience occurs, and when revenue is recognized. We do not control the experience or have inventory risk before the operator provides the experience to our customer and therefore act as agent for substantially all of these transactions under GAAP.

We collect payment from the customer prior to the experience occurring, which includes both our commission and the amount due to the operator. We record our commissions as deferred revenue on our consolidated balance sheet when payment is received, including amounts which are refundable subject to cancellation, until the experience occurs and revenue is recognized. The amount due to the operator is recorded as a deferred merchant payable on our consolidated balance sheet until completion of the experience, after which payment is remitted to the operator.

To a much lesser extent, we earn commissions from third-party distribution partners, in this case, the customers, who display and promote on their websites the operator experiences available on our platform to generate bookings. In these transactions, we are not the merchant of record, and we generally invoice and receive commissions directly from third-party distribution partners. Our performance obligation is to allow the third-party distribution partners to display and promote on their website experiences offered by operators who utilize our platform, in exchange for which, we earn a commission when travelers book and complete an experience on the third-party distribution partner's website. We do not control the service or have inventory risk, and therefore act as an agent for these transactions under GAAP. We generally receive payment prior to the experience date for these transactions, and make payments to the operators after the experience is complete. Our performance obligation is complete, and revenue is recognized at the time of the booking, as we have no post-booking obligations to the customer. We recognize this revenue net of an estimate of the impact of cancellations, which is not material, using historical cancellation rates and current trends. Contract assets are recognized for commissions that are contractually billable contingent upon completion of the experience.

TheFork Segment

We provide information and services for consumers to research and book restaurants through our online restaurant reservations platform, TheFork. We primarily generate transaction fees (or per seated diner fees) that are paid by our restaurant customers for diners seated primarily from bookings through TheFork’s online reservation system. The transaction fee is recognized as revenue after the reservation is fulfilled, or as diners are seated by our restaurant customers. We invoice restaurants monthly for transaction fees. To a lesser extent, we also generate subscription fees for providing access to certain online reservation management services, marketing analytic tools, and menu syndication services. For these services, our performance obligation is to provide restaurants with access to these services over the subscription period, which generally is one-month, and we recognize revenue once our performance obligation is met and invoice restaurants monthly for these subscription services.

Refer to “Note 18: Segment and Geographic Information” for disaggregation of the Company’s revenue by major products and 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.

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. As of January 1, 2023, we had $44 million recorded as deferred revenue on our consolidated balance sheets, of which $41 million was recognized in revenue and $3 million was refunded due to cancellations by travelers during the year ended December 31, 2023. As of January 1, 2022, we had $36 million recorded as deferred revenue on our consolidated balance sheets, of which $34 million was recognized in revenue and $2 million was refunded due to cancellations by travelers during the year ended December 31, 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. There were no significant changes in deferred revenue during the years ended December 31, 2023 and 2022 related to business combinations, impairments, cumulative catch-ups or other material adjustments.

Deferred Merchant Payables

In our experience offerings and free-to-list alternative accommodation rental offerings, we receive payment from travelers at the time of booking or prior to the experience or property rental date, and we record these amounts, net of our commissions, on our consolidated balance sheet as deferred merchant payables. We pay the experience operators and rental property owners, after the travelers’ use. Therefore, we receive payment from the traveler prior to paying the experience operator or rental property owner and this operating cycle represents a working capital source or use of cash to us. Our deferred merchant payables balance was $237 million and $203 million at December 31, 2023 and 2022, respectively, on our consolidated balance sheets. The increase in our deferred merchant payables during the year ended December 31, 2023 was primarily due to increased consumer demand for our experience offerings.

Cost of Revenue

Cost of revenue consists of expenses that are directly related or closely correlated to revenue generation, including direct costs, such as credit card and other booking transaction payment fees, data center costs, ad serving fees, and other revenue generating costs. In addition, cost of revenue includes personnel and overhead expenses, including salaries, benefits, stock-based compensation and bonuses for certain customer support personnel who are directly involved in revenue generation.

Selling and Marketing

Selling and marketing expenses consist of direct costs, including traffic generation costs from paid online traffic acquisition costs (including SEM and other online traffic acquisition costs), syndication costs and affiliate marketing commissions, social media costs, brand advertising (including television and other offline advertising), promotions and public relations. In addition, our selling and marketing expenses consist of indirect costs such as

personnel and overhead expenses, including salaries, commissions, benefits, stock-based compensation, and bonuses for sales, sales support, customer support and marketing employees.

Advertising costs

We incur advertising costs consisting of online advertising expense, including SEM and other online channels, and offline advertising costs, including television costs and other offline channels, to promote our brands. We expense the costs associated with communicating the advertisements in the period in which the advertisement takes place. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. For the years ended December 31, 2023, 2022 and 2021, we recorded advertising expense of $706 million, $572 million, and $282 million, respectively, in selling and marketing expense on our consolidated statements of operations. We include prepaid advertising expenses in prepaid expenses and other current assets on our consolidated balance sheet, which was not material as of December 31, 2023 and 2022.

Technology and Content

Technology and content expenses consist primarily of personnel and overhead expenses, including salaries and benefits, stock-based compensation expense, and bonuses for salaried employees and contractors engaged in the design, development, testing, content support, and maintenance of our platform. Other costs include licensing, maintenance, computer supplies, telecom, content translation and localization, and consulting costs.

General and Administrative

General and administrative expenses consist primarily of personnel and related overhead costs, including personnel engaged in leadership, finance, legal, and human resources, as well as stock-based compensation expense for those same personnel. General and administrative costs also include professional service fees and other fees including audit, legal, tax and accounting, and other operating costs including bad debt expense, non-income taxes, such as sales, use, digital services, and other non-income related taxes.

Stock-Based Compensation

Stock Options. Our employee stock options generally consist of service based awards. The exercise price is equal to the market price of the underlying shares of our common stock at the date of grant. In this regard, when granting stock option awards, our practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of our common stock on the date of grant. Our stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. We amortize the grant-date fair value of our stock option grants as stock-based compensation expense over the vesting term 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 estimated grant-date fair value of stock options is calculated using a Black-Scholes Merton option-pricing model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to fair value stock-based awards, which includes the risk-free rate of return, expected volatility, expected term, and expected dividend yield. Our risk-free interest rate is based on the yields currently available on zero-coupon U.S. Treasury issues, in effect at the time of the grant, whose remaining maturity period most closely approximates the stock option’s expected term assumption. Our expected volatility is calculated by equally weighting the historical volatility and implied volatility on our own common stock. Historical volatility is determined using actual daily price observations of our common stock price over a period equivalent to or approximate to the expected term of our stock option grants to date. Implied volatility represents the volatility calculated from the observed prices of our actively traded options on our common stock. When measuring implied volatility for a specific employee stock option grant, we generally rely on traded contracts with six month maturities or more and exercise prices approximately equal to the exercise price of the specific option grant. We estimate our expected term using historical exercise behavior and expected post-vest termination data. Our expected dividend yield is zero as we have not historically paid regular cash dividends on our common stock and do not expect to pay regular cash dividends for the foreseeable future.

Restricted Stock Units. Restricted stock units (“RSUs”) are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests. RSUs are measured at fair value based on the quoted price of our common stock at the date of grant. We amortize the 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.

Performance-Based Awards. Performance-based stock options and RSUs vest upon achievement of certain company-based performance conditions and a requisite service period. On the date of grant, the fair value of a performance-based award is calculated using the same method as our service based stock options and RSUs as described above. We then assess whether it is probable that the individual performance targets would be achieved. If assessed as probable, compensation expense will be recorded for these awards over the estimated performance period. At each reporting period, we reassess the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets.

Market-Based Awards. We issue market-based performance RSUs, or MSUs, which vest upon achievement of specified levels of market conditions. The fair value of our MSUs is estimated at the date of grant using a Monte-Carlo simulation model. The probabilities of the actual number of market-based performance units expected to vest and resultant actual number of shares of common stock expected to be awarded are reflected in the grant date fair values; therefore, the compensation expense for these awards will be recognized assuming the requisite service period is rendered and are not adjusted based on the actual number of awards that ultimately vest.

Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value.

The Company accounts for forfeitures in the period in which they occur, rather than estimating expected forfeitures.

Income Taxes

We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted income tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. We classify deferred tax assets and liabilities as noncurrent on our consolidated balance sheet.

We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each

individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination.

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

Our cash consists of available on demand bank deposits held in global financial institutions. Our cash equivalents generally consist of highly liquid investments, generally including money market funds, term deposits and marketable securities, with maturities of 90 days or less at the date of purchase.

As of December 31, 2023 and 2022, our restricted cash, which primarily consists of legally restricted deposits and escrowed security deposits, was not material.

We classify marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at the balance sheet date will be classified as short-term and marketable securities with maturities greater than 12 months from the balance sheet date will generally be classified as long-term. We classify marketable equity securities, limited by policy to money market funds and mutual funds, as either a cash equivalent, short-term or long-term based on the nature of each security and its availability for use in current operations.

Our marketable securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Fair values are determined for each individual security in the investment portfolio. We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate the designations at each balance sheet date. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments. Realized gains and losses on the sale of marketable securities are determined by specific identification of each security’s cost basis. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration, liquidity, and duration management. The weighted average maturity of our total invested cash shall not exceed 18 months, and no security shall have a final maturity date greater than three years, according to our investment policy.

We continually review any available-for-sale securities to determine whether their fair value is below their carrying value. If the fair value of an available-for-sale security is below their carrying value, and either we intend to sell the security or we will be required to sell before recovery, then the difference between fair value and carrying value is recognized as a loss in other income (expense), net on our consolidated statements of operations. If we do not intend to sell and we will not be required to sell before recovery, then we analyze whether a portion of the unrealized loss is the result of a credit loss. When a portion of the unrealized loss is the result of a credit loss, we recognize an allowance for expected credit losses on our consolidated balance sheet and a corresponding loss in other income (expense), net on our consolidated statements of operations. Any portion of the unrealized loss on the available-for-sale securities that is not attributable to a credit loss would be recognized as an unrealized loss in accumulated other comprehensive income (loss) within our consolidated statements of changes in stockholders’ equity.

The Company's investment portfolio at any point in time may contain various investments, including, in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, overnight demand deposits, and money market funds. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of December 31, 2023 and 2022, the Company had no available-for-sale securities.

Accounts Receivable and Allowance for Expected Credit Losses

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 30 days from the time of invoicing.

The Company uses the “expected credit loss” methodology, allowed under GAAP, in estimating its allowance for expected credit losses. We apply the “expected credit loss” methodology by first assessing our historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and we have concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. We recognize a greater credit loss allowance on the accounts receivable due from those customers in the lower credit rating tranche, as determined by the Company. When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses.

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.

The following table presents the changes in our allowance for expected credit losses for the periods presented:


	December 31,
	2023			2022			2021
	(in millions)
Allowance for expected credit losses:
Balance, beginning of period	$	28		$	28		$	33
Provision charged to expense		6			6			3
Write-offs, net of recoveries and other adjustments		(13	)		(6	)		(8	)
Balance, end of period	$	21		$	28		$	28

Property and Equipment

We record property and equipment at cost, net of accumulated depreciation. We capitalize certain costs incurred during the application development stage related to the development of websites and internal use software when it is probable the project will be completed and the software will be used as intended. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. We expense costs related to the planning and post-implementation phases of website development as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized.

We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized website development, office furniture and other equipment. We depreciate leasehold improvements using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease.

Leases

We lease office space in a number of countries around the world, generally under non-cancelable operating lease agreements. Our corporate headquarters is our most significant office space lease and is accounted for as a finance lease under GAAP. The Company has also entered into data center and certain equipment leases, such as network equipment and other leases, which are not material to our consolidated financial statements.

We determine whether a contract is or contains a lease at inception of a contract. We define a lease as a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. Control over the use of the identified asset means that we have both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

Our lease contracts contain both lease and non-lease components which we combine as a single component under our accounting policy by asset class, except for office space leases and certain other leases, such as colocation data center leases, which we account separately for the lease and non-lease components. For leases which the consideration in the contract is allocated to lease and non-lease components, we base it on each component’s relative standalone price. We determine standalone prices for the lease components based on the prices for which other lessors lease similar assets on a standalone basis. We determine standalone prices for the non-lease component based on the prices that third-party suppliers charge for services for similar assets on a standalone basis. If observable standalone prices are not readily available, we estimate the standalone prices based on other available observable information. However, for certain categories of equipment leases, such as network equipment and others, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases that have similar characteristics, we apply a portfolio approach to effectively account for operating lease right-of-use ROU assets and operating lease liabilities.

The Company uses its estimated incremental borrowing rate as the discount rate in measuring the present value of our lease payments given the rate implicit in our leases is not typically readily determinable. Given we do not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments, and in economic environments where the leased asset is located. We use the portfolio approach to determine the discount rate for leases with similar characteristics or when the Company is reasonably certain that doing so would not materially affect the accounting for those leases to which a single discount rate is applied.

We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance under GAAP. If we continue to be the deemed owner, for accounting purposes, the facilities are accounted for as finance obligations.

Finance Leases

Finance lease ROU assets and finance lease liabilities are recognized at the lease commencement date or the date the lessor makes the leased asset available for use. Finance lease ROU assets are generally amortized on a straight-line basis over the lease term, and the carrying amount of finance lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable; and (2) reduced to reflect lease payments made during the period. Amortization expense for finance lease ROU assets and interest accretion on finance lease liabilities are recorded to depreciation and interest expense, respectively, in our consolidated statement of operations.

We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts. This lease has an expiration date of December 2030, with an option to extend the lease term for two consecutive terms of five years each and is accounted for as a finance lease.

Operating Leases

Our office space leases, exclusive of our corporate headquarters, are operating leases, which we lease an aggregate of approximately 340,000 square feet at nearly 30 locations across North America, Europe and Asia Pacific, in cities such as New York, London, Sydney, Barcelona and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the latest expiring in October 2034.

Operating lease ROU assets and liabilities are recognized at lease commencement date, or the date the lessor makes the leased asset available for use, based on the present value of lease payments over the lease term using the Company’s estimated incremental borrowing rate. ROU assets associated with operating leases comprise the initial lease liability, and are then adjusted for any prepaid or deferred rent payments, unamortized initial direct costs, and lease incentives received. Amortization expense for operating lease ROU assets and interest accretion on operating lease liabilities are recognized as a single operating lease cost in our consolidated statement of operations, which results effectively in recognition of rent expense on a straight-line basis over the lease period. The carrying amount of operating lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable; and (2) reduced to reflect lease payments made during the period. We present the combination of both the amortization of operating lease ROU assets and the change in the operating lease liabilities in the same line item within the adjustments to reconcile net income (loss) to net cash provided by operating activities in our consolidated statement of cash flows. Lease incentives are recognized as reductions of rental expense on a straight-line basis over the term of the lease. Our operating leases generally include options to extend the lease terms for up to approximately 5 years and/or terminate the leases within 1 year, which we include in our lease term if we are reasonably certain to exercise these options. Payments under our operating leases are primarily fixed, however, certain of our operating lease agreements include rental payments which are adjusted periodically for inflation. We recognize these costs as variable lease costs on our consolidated statement of operations, which were not material during the years ended December 31, 2023, 2022 and 2021. In addition, our short-term lease costs were not material in any period presented.

We also establish assets and liabilities at the present value of estimated future costs to return certain of our leased facilities to their original condition to satisfy any asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs and are included in other long-term liabilities on our consolidated balance sheet. Our asset retirement obligations were not material as of both December 31, 2023 and 2022.

Non-Marketable Equity Investments

We account for non-marketable equity investments through which we exercise significant influence but do not have control over the investee under the equity method. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investment as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the investee. In the event we are unable to obtain accurate financial information from the investee in a timely manner, we record our share of earnings or losses of such equity investment on a lag.

Non-marketable equity investments that are not accounted for under the equity method and that do not have a readily determinable fair value are accounted for under the measurement alternative, allowed under GAAP. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. We classify our non-marketable equity investments as long-term assets on our consolidated balance sheet as those investments do not have stated contractual maturity dates.

On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to evaluate whether these investments are impaired. Qualitative factors considered include industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, we prepare a quantitative assessment of the fair value of our equity investments, which may

include using both the market and income approaches which require judgment and the use of estimates, including discount rates, investee revenues and costs, and available comparable market data of private and public companies, among others. When our assessment indicates that an impairment exists, we measure our non-marketable equity investments at fair value.

Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for such company’s securities. In addition, such investments are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or may never become profitable, may not be able to secure additional funding or their technologies, services or products may not be successfully developed or introduced into the market.

Business Combinations

We account for acquired businesses using the acquisition method of accounting which requires that tangible assets and identifiable intangible assets acquired and assumed liabilities be recorded at the date of acquisition at their respective fair values. Any excess purchase price over the estimated fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include but are not limited to future expected cash flows from customer and supplier relationships, acquired technology and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. Any changes to provisional amounts identified during the measurement period, calculated as if the accounting had been completed as of the acquisition date, are recognized in the consolidated financial statements in the reporting period in which the adjustment amounts are determined.

Goodwill and Intangible Assets

Goodwill

We assess goodwill, which is not amortized, for impairment annually during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination in which such goodwill was generated as of the acquisition date. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill.

The Company has the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In the evaluation of goodwill for impairment, we generally first perform a qualitative assessment to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that the estimated fair value of the reporting unit is less than the carrying amount. Periodically, we may choose to forgo the initial qualitative assessment and proceed directly to a quantitative analysis to assist in our annual evaluation. When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for an individual reporting unit in a given year is influenced by a number of factors, including, but not limited to the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments from the date of acquisition or to establish an updated baseline quantitative analysis, and other performance and market indicators. During a qualitative assessment, if we determine that it is not more likely than not that the implied fair value of the goodwill is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, the goodwill impairment is measured using the difference between the carrying value and the estimated fair value of the reporting unit; however, any loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.

In determining the estimated fair values of reporting units in a quantitative goodwill impairment test, we generally use a blend, of the following recognized valuation methods: the income approach (i.e. discounted cash flows model) and the market valuation approach, which we believe compensates for the inherent risks of using either model on a stand-alone basis. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: weighted average cost of capital; long-term rate of growth and profitability of the reporting unit; income tax rates and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison to comparable publicly traded firms in similar lines of business and other precedent transactions. Our significant estimates in the market valuation approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and/or income multiples in estimating the fair value of the reporting units. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. We believe that the estimated fair values assigned to our reporting units in impairment tests are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. The use of substantially different assumptions, estimates or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge.

During the Company's annual goodwill impairment test in the fourth quarter of 2023, a qualitative assessment was performed for all our reporting units, which are Brand Tripadvisor, Viator, and TheFork. We determined that it was not more likely than not that the fair value of any reporting unit was less than its carrying value, and, accordingly, no impairment charges were recorded during the year ended December 31, 2023. As part of the qualitative assessment for our annual 2023 goodwill impairment analysis of our reporting units, the factors that we considered included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units during the second quarter of 2022, (i) changes in the regulatory environment, (j) changes in strategic outlook or organizational structure and leadership of the reporting units; and (k) other relevant factors, and how these factors might impact specific performance in future periods.

Intangible Assets

Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of our definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life.

Intangible assets that have indefinite lives are not amortized and are tested for impairment annually during the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Similar to the qualitative assessment for goodwill, we may assess qualitative factors to determine if it is more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount. If we determine that it is not more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount, we compare the implied fair value of the indefinite-lived asset with its carrying amount. If the carrying amount of an individual indefinite-lived intangible asset exceeds its implied fair value, the individual asset's carrying value is written down by an amount equal to such excess. The assessment of qualitative factors is optional and at our discretion. We may bypass the qualitative assessment for any indefinite-lived intangible asset in any period and resume performing the qualitative assessment in any subsequent period. We base our quantitative measurement of fair value of indefinite-lived intangible assets, which consist of Tripadvisor-brand trade name and trademarks, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method

requires us to estimate future revenues, the appropriate royalty rate and the weighted average cost of capital, however, such assumptions are inherently uncertain and actual results could differ from those estimates.

During the Company's annual indefinite-lived intangible impairment test during the fourth quarter of 2023, a qualitative assessment was performed. As part of our qualitative assessment we considered, amongst other factors, the amount of excess fair value of our trade names and trademarks to the carrying value of those same assets, changes in estimates, and valuation input assumptions, since our previous quantitative analysis. After considering these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative assessment, we determined that it was more likely than not that our indefinite-lived intangible assets were not impaired as of December 31, 2023.

Impairment of Long-Lived Assets

We periodically review the carrying amount of our definite-lived intangible assets and other long-term assets, including property and equipment, net and operating lease right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. The Company’s impairment evaluation is performed at the asset group level or the lowest level for which identified cash flows are largely independent, which the Company has defined as the reporting unit level. If such facts indicate a potential impairment, we assess the recoverability of the asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset of the group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows, using an appropriate discount rate. Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their estimated fair value and would be included in operating income (loss) on the consolidated statement of operations. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. We have not identified any circumstances that would warrant an impairment charge for any recorded definite-lived intangibles or other long-term assets on our consolidated balance sheet at December 31, 2023 or 2022.

Foreign Currency Translation and Transaction Gains and Losses

Our consolidated financial statements are reported in U.S. dollars. Certain of our subsidiaries outside of the U.S. use the local currency as their functional currency and not the U.S. dollar. Therefore assets and liabilities of our foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable reporting period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on our consolidated balance sheet.

In addition, our subsidiaries also engage in transactions in currencies other than its functional currency. Transactions denominated in currencies other than the functional currency are recorded based on foreign currency exchange rates at the time such transactions arise. Subsequent changes in foreign currency exchange rates result in transaction gains and losses which are reflected in our consolidated statements of operations as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. Accordingly, we have recorded net foreign currency exchange losses of $5 million, $5 million and $4 million, respectively, for the years ended December 31, 2023, 2022 and 2021, in other income (expense), net on our consolidated statements of operations. These amounts also include transaction gains and losses, both realized and unrealized from forward contracts.

Derivative Financial Instruments

We account for derivative instruments that do not qualify for hedge accounting as either assets or liabilities and carry them at fair value, with any subsequent adjustments to fair value recorded in other income (expense), net

on our consolidated statements of operations. Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in foreign currency exchange rates reported in other income (expense), net on our consolidated statements of operations. In certain circumstances, we enter into forward contracts to reduce, to the extent practical, our potential exposure to the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not expected to be significant due to the short-term nature of the contracts, which to date, have typically had maturities at inception of 90 days or less. The net cash received or paid related to our derivative instruments are classified in other investing activities in our consolidated statements of cash flows. Counterparties to 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 did not enter into any cash flow, fair value or net investment hedges during the years ended December 31, 2023, 2022 or 2021. Refer to “Note 3: Financial Instruments and Fair Value Measurements” for additional information on our derivatives.

Fair Value Measurements and Disclosures

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We measure assets and liabilities at fair value based on the expected exit price, which is the amount that would be received on the sale of an asset or amount paid to transfer a liability, as the case may be, in an orderly transaction between market participants in the principal or most advantageous market in which we would transact. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability at the measurement date. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. GAAP provides the following hierarchical levels of inputs used to measure fair value:

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.

Debt Issuance Costs

We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs using the effective interest rate method to interest expense over the term of the debt. We also defer costs we incur to enter into a credit facility or to amend our existing revolving credit facility, which are presented on the consolidated balance sheet as a long-term asset, and amortize these costs using the effective interest rate method to interest expense over the term of the credit facility.

Certain Risks and Concentrations

Our business is subject to certain risks and concentrations, including a concentration related to dependence on our relationships with our customers. For the years ended December 31, 2023, 2022 and 2021, our two most significant travel partners, Expedia (and its subsidiaries) and Booking (and its subsidiaries), each accounted for 10% or more of our consolidated revenue and together accounted for approximately 25%, 31% and 34%, respectively, of our consolidated revenue, with nearly all of this revenue concentrated in our Brand Tripadvisor segment.

Additionally, our business is dependent on relationships with third-party service providers that we rely on to fulfill service obligations to our customers where the Company is the merchant of record, such as our experience operators. However, no one operator’s inventory resulted in more than 10% of our revenue on a consolidated basis or at a reportable segment level in any period presented. Refer to “Note 18: Segment and Geographic Information” for information regarding concentrations related to geographic and product revenues and fixed assets by geographic location. As of December 31, 2023 and 2022, Expedia accounted for approximately 10% and 19%, respectively, of our consolidated accounts receivable, net.

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 government programs outside the U.S. Our cash and cash equivalents are 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 mitigate risk. Our overall credit risk related to accounts receivable is mitigated by the relatively short collection period.

Contingent Liabilities

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. 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, we record the estimated loss in our consolidated statement of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. Significant judgment may be required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.

Treasury Stock

Shares of our common stock repurchased, including incremental direct costs to purchase treasury stock, including excise tax, are recorded at cost as treasury stock and result in the reduction of stockholders' equity on our consolidated balance sheet. We may reissue these treasury shares. When treasury shares are reissued, we use the average cost method for determining the cost of reissued shares. If the issuance price is higher than the cost, the excess of the issuance price over the cost is credited to additional paid-in-capital. If the issuance price is lower than the cost, the difference is first charged against any credit balance in additional paid-in-capital from the previous issuances of treasury stock and any remaining balance is charged to retained earnings.

Earnings Per Share (“EPS”)

Basic Earnings Per Share Attributable to Common Stockholders

We compute basic earnings per share, or Basic EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the period. We compute the weighted average number of common shares outstanding during the reporting period using the total of common stock and Class B common stock outstanding as of the last day of the previous year end reporting period plus the weighted average of any additional shares issued and outstanding less the weighted average of any common shares repurchased during the reporting period.

Diluted Earnings Per Share Attributable to Common Stockholders

Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method. We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of common and common equivalent shares outstanding during the period. We compute the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated above; (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily related to stock options and the vesting of restricted stock units using the treasury stock method; and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

Under the treasury stock method, the assumed proceeds calculation includes the actual proceeds to be received from the employee upon exercise of outstanding equity awards and the average unrecognized compensation cost during the period. The treasury stock method assumes that a company uses the proceeds from the exercise of an equity award to repurchase common stock at the average market price for the reporting period.

In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period is also included in our weighted average number of shares outstanding used to calculate Diluted EPS using the if-converted method under GAAP, as share settlement is presumed. When convertible notes are dilutive, interest expense, net of tax, is added back to net income attributable to common stockholders to calculate Diluted EPS. 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 December 31, 2023, 2022, and 2021, the market price of a share of our common stock did not exceed the $107.36 cap price. Refer to “Note 8: Debt” for further information regarding our 2026 Senior Notes and Capped Calls.

In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, such as for the year ended December 31, 2021, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is antidilutive.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance requiring entities to provide additional information in the income tax rate reconciliation and additional disclosures about income taxes paid. The new accounting guidance requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. This guidance is effective for annual periods beginning after December 15, 2024, and should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

In November 2023, the FASB issued new accounting guidance which expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, with early adoption permitted, including adoption in any interim period.

We are currently considering our timing of adoption and are in the process of evaluating the impact of adopting these newly issued accounting rules on our consolidated financial statements and related disclosures.

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 10: INCOME TAXES

The following table presents a summary of our domestic and foreign income (loss) before income taxes for the periods presented:


	Year Ended December 31,
	2023		2022		2021
	(in millions)
Domestic	$	95	$	37	$	(127	)
Foreign		30		30		(58	)
Income (loss) before income taxes	$	125	$	67	$	(185	)

The components of our provision (benefit) for income taxes consisted of the following for the periods presented:


	Year Ended December 31,
	2023			2022			2021
	(in millions)
Current income tax expense (benefit):
Federal	$	94		$	37		$	6
State		25			3			(1	)
Foreign		21			26			2
Current income tax expense (benefit)		140			66			7
Deferred income tax expense (benefit):
Federal		(9	)		(19	)		(21	)
State		6			1			(5	)
Foreign		(22	)		(1	)		(18	)
Deferred income tax expense (benefit)		(25	)		(19	)		(44	)
Provision (benefit) for income taxes	$	115		$	47		$	(37	)

The significant components of our deferred tax assets and deferred tax liabilities consisted of the following as of the dates presented:


	December 31,
	2023			2022
	(in millions)
Deferred tax assets:
Stock-based compensation	$	14		$	28
Net operating loss carryforwards		96			83
Provision for accrued expenses		8			6
Lease financing obligation		13			17
Foreign advertising spend		14			14
Tax credit carryforward		10			7
Capitalized research expenses		52			39
Interest carryforward		32			53
Other		14			19
Total deferred tax assets	$	253		$	266
Less: valuation allowance		(106	)		(114	)
Net deferred tax assets	$	147		$	152
Deferred tax liabilities:
Intangible assets	$	(42	)	$	(48	)
Property and equipment		(3	)		(6	)
Prepaid expenses		(4	)		(4	)
Building - corporate headquarters		(12	)		(16	)
Other		(1	)		(1	)
Total deferred tax liabilities	$	(62	)	$	(75	)
Net deferred tax asset (liability)	$	85		$	77

At December 31, 2023, we had federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $2 million, $54 million, and $364 million, respectively. U.S. federal NOLs of $2 million expire at various times starting from 2029. State NOLs of $11 million may be carried forward indefinitely, while the remaining state NOLs of $43 million expire at various times starting from 2024. Foreign NOLs of $339 million may be carried forward indefinitely, while the remaining foreign NOLs of $25 million expire at various times starting from 2024.

As of December 31, 2023, we had a valuation allowance of approximately $106 million related to certain NOL carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit will not be realized. This amount represented a decrease of $8 million, as compared to the balance as of December 31, 2022. The decrease was primarily related to a change in a deferred tax asset in our U.K. subsidiaries.

Except for such foreign deferred tax assets, discussed above, we expect to realize all of our deferred tax assets. Due to economic uncertainty and global inflationary pressures, we will continue to monitor our financial performance to determine if the valuation allowance against our deferred tax assets may be necessary in the future.

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:


	Year Ended December 31,
	2023			2022			2021
	(in millions)
Income tax expense at the federal statutory rate	$	26		$	14		$	(39	)
Foreign rate differential (1)		—			—			(14	)
State income taxes, net of effect of federal tax benefit		6			5			(2	)
Unrecognized tax benefits and related interest		27			17			4
IRS audit settlement		31			—			—
Transfer pricing reserve adjustment		24			—			—
FDII, GILTI and other provisions		(9	)		(2	)		—
Research tax credit		(4	)		(2	)		(7	)
Stock-based compensation		22			11			(1	)
Change in valuation allowance		(6	)		5			8
Executive compensation		2			1			6
Other, net		(4	)		(2	)		8
Provision (benefit) for income taxes	$	115		$	47		$	(37	)

(1)

During 2021, intercompany debt was extinguished, which resulted in a reduction of our overall foreign rate differential.

The CARES Act allowed the Company to carryback our U.S. federal NOLs incurred in 2020, generating an expected U.S. federal tax benefit of $76 million, of which $64 million was refunded during the year ended December 31, 2022 ($15 million of this refund is recorded in other long-term liabilities on our consolidated balance sheet as of December 31, 2023, reflecting future transition tax payments to be made by the Company related to the 2017 Tax Act). The remaining refund of $12 million is included in accrued expenses and other current liabilities on our consolidated balance sheet as of December 31, 2023 and 2022, and is expected to be received during the year ending December 31, 2024.

In addition, certain governments have passed legislation to assist businesses during the COVID-19 pandemic through loans, wage subsidies, wage tax relief or other financial aid. We participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme, as well as similar programs in other global jurisdictions. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other global jurisdictions, we also participated in programs where government assistance was in the form of wage subsidies and reductions in wage-related employer taxes paid by us. We recognize these government assistance benefits when there is a reasonable assurance of compliance with the conditions associated with the assistance and the amount is received. During the years ended December 31, 2022 and 2021, we recognized government grants and other assistance benefits of $12 million and $9 million, respectively, while this amount was not material during the year ended December 31, 2023. These amounts are not income tax related and were recorded as a reduction of personnel and overhead costs within operating expenses in the consolidated statements of operations. The Company does not expect any additional future benefits of this nature.

Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and profits in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued which was not material as of December 31, 2023. As of December 31, 2023, $483 million of our cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested.

For purposes of governing certain of the ongoing relationships between Tripadvisor and Expedia at and after the Spin-Off, and to provide for an orderly transition, Tripadvisor and Expedia entered into various agreements at the time of the Spin-Off, and Tripadvisor has satisfied its obligations under such agreements. However, Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement. Under the Tax Sharing Agreement between Tripadvisor and Expedia, Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Spin-Off (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies) to the extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax sharing agreement, (ii) any

acquisition of Tripadvisor equity securities or assets or those of a member of the Tripadvisor group, or (iii) any failure of the representations with respect to Tripadvisor or any member of our group to be true or any breach by Tripadvisor or any member of the Tripadvisor group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel.

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 December 31, 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 was related to certain transfer pricing arrangements with foreign subsidiaries, for 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. During the three months ended September 30, 2023, we received the expected competent authority refund of $49 million, inclusive of interest income. We anticipate the federal tax benefits, net of remaining state tax payments due, associated with this IRS audit settlement will be substantially settled during 2024, resulting in an estimated net cash inflow of $5 million to $10 million.

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. We disagree with the proposed adjustments, and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. 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 December 31, 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 December 31, 2023. In January 2024, we received notification of a MAP resolution agreement for the 2014 through 2016 tax years, which we accepted in February 2024. We anticipate this will result in an increase to our worldwide income tax expense in an estimated range of $30 million to $60 million in the first quarter of 2024, and will result in an estimated net operating cash outflow of $80 million to $130 million expected during 2024. These estimated ranges take into consideration competent authority relief, existing income tax reserves, transition tax regulations and estimated interest expense. This MAP resolution supersedes the NOPA for 2014 through 2016 from the IRS, described above. We will review the impact of this resolution in relation to our transfer pricing income tax reserves for the subsequent open tax years during the first quarter of 2024. Based on this new information received subsequent to December 31, 2023, adjustments for the open tax years subsequent to 2016 may also occur, which could be material.

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 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 accrued expenses and other current liabilities on our consolidated balance sheet, which

was subsequently paid during 2023. We also reduced our long-term income taxes receivable by $45 million, representing our estimate of competent authority relief, or payment due from a foreign jurisdiction, which was received during the third quarter of 2023, as noted above, previously recorded to other long-term assets on our consolidated balance sheet as of December 31, 2022.

In January 2021, we received from HMRC an issue closure notice relating to adjustments for 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 worldwide 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.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest and penalties) is as follows during the periods presented:


	December 31,
	2023			2022			2021
	(in millions)
Balance, beginning of year	$	157		$	144		$	144
Increases to tax positions related to the current year		8			5			5
Increases to tax positions related to the prior year		17			29			1
Decreases due to lapsed statute of limitations		—			(20	)		—
Decreases due to tax positions related to the prior year		(6	)		(1	)		—
Settlements during current year		(40	)		—			(6	)
Balance, end of year	$	136		$	157		$	144

As of December 31, 2023, we had $153 million of unrecognized tax benefits, inclusive of interest, which is classified as long-term and primarily included in other long-term liabilities on our consolidated balance sheet. The amount of unrecognized tax benefits, if recognized, would reduce income tax expense by $114 million, due to correlative adjustments in other tax jurisdictions. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statement of operations. As of December 31, 2023, total gross interest accrued was $50 million, of which $45 million was recorded in unrecognized tax benefits in other long-term liabilities and $5 million was recorded in income taxes receivable in other long-term assets, net on the consolidated balance sheet. As of December 31, 2022, total gross interest accrued was $47 million and was recorded to unrecognized tax benefits in other long-term liabilities on the consolidated balance sheet.

- 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

Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	2 years 8 months 12 days
Gross Carrying Amount	$ 221	$ 219
Accumulated Amortization	(208)	(198)
Intangible assets with definite lives, net	$ 13	21
Trade Names and Trademarks
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	10 months 24 days
Gross Carrying Amount	$ 48	47
Accumulated Amortization	(45)	(40)
Intangible assets with definite lives, net	$ 3	7
Customer Lists and Supplier Relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	3 years 9 months 18 days
Gross Carrying Amount	$ 97	95
Accumulated Amortization	(90)	(87)
Intangible assets with definite lives, net	$ 7	8
Subscriber Relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	2 years 3 months 18 days
Gross Carrying Amount	$ 34	34
Accumulated Amortization	(33)	(33)
Intangible assets with definite lives, net	$ 1	1
Technology and Other
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	1 year 9 months 18 days
Gross Carrying Amount	$ 42	43
Accumulated Amortization	(40)	(38)
Intangible assets with definite lives, net	$ 2	$ 5

Segment and Geographic Information - Summary of Revenue by Geographic Location (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Revenues From External Customers And Long Lived Assets [Line Items]

Revenue (Note 2, Note 18)

^[1]

$ 1,788

$ 1,492

$ 902

United States

Revenues From External Customers And Long Lived Assets [Line Items]

Revenue (Note 2, Note 18)

1,198

905

526

United Kingdom

Revenues From External Customers And Long Lived Assets [Line Items]

Revenue (Note 2, Note 18)

349

402

259

All Other Countries

Revenues From External Customers And Long Lived Assets [Line Items]

Revenue (Note 2, Note 18)

$ 241

$ 185

$ 117

[1]	Our revenue is recognized primarily at a point in time for all reported segments.

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

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-Topic 606
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+ Details

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2023	Feb. 09, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Registrant Name	TRIPADVISOR, INC.
Trading Symbol	TRIP
Entity Central Index Key	0001526520
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Public Float			$ 1,755,043,826
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 Annual Report	true
Document Transition Report	false
ICFR Auditor Attestation Flag	true
Auditor Firm ID	185
Auditor Name	KPMG LLP
Auditor Location	Boston, Massachusetts
Documents Incorporated by Reference	Documents Incorporated by Reference The registrant intends to file a proxy statement pursuant to Regulation 14A not later than 120 days after the close of the fiscal year ended December 31, 2023. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K.
Document Financial Statement Error Correction [Flag]	false
Common Stock, Unclassified
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		125,099,694
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,799,999

Other Income (Expense), Net - Summary of Other Income (Expense), Net (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Other Income and Expenses [Abstract]

Foreign currency exchange rates gains (losses), net

^[1]

$ (5)

$ (4)

Earnings (losses) from equity investment, net

(2)

(3)

Other, net

(3)

Total

$ (4)

$ (5)

$ (10)

[1]	Foreign currency exchange gains (losses), net, are related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, offset by any foreign currency forward contract gains and losses.

Leases - Summary of Future Lease Payments Under Non-Cancellable Leases (Details) $ in Millions	Dec. 31, 2023 USD ($)
Operating Lease Liabilities, Payments Due [Abstract]
2024	$ 10
2025	3
2026	2
2027	1
2028	0
Thereafter	0
Total future lease payments	16
Less imputed interest	0
Total lease liabilities	16
Finance Lease Liabilities, Payments, Due [Abstract]
2024	9
2025	9
2026	9
2027	10
2028	10
Thereafter	19
Total future lease payments	66
Less imputed interest	(9)
Total lease liabilities	$ 57

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

Dec. 31, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued salary, bonus, and other employee-related benefits

$ 70

$ 65

Accrued marketing costs

Interest payable

^[1]

Income taxes payable - current

^[2]

Finance lease liability - current portion

^[3]

Operating lease liabilities - current portion

^[3]

Restructuring and other related reorganization costs

^[4]

Non-income taxes payable

Other

Total

$ 258

$ 247

[1]	Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 8: Debt” for further information.
[2]	Refer to “Note 10: Income Taxes” for further information regarding our income tax liabilities.
[3]	Refer to “Note 5: Leases” for further information regarding our lease obligations.
[4]	During the third quarter of 2023, the Company approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives. These actions taken by the Company resulted in reduced global headcount. As a result, the Company incurred estimated pre-tax restructuring and other related reorganization costs of $22 million during the year ended December 31, 2023, consisting primarily of employee severance and related benefits. Potential job position eliminations in each country remain subject to local law and consultation requirements, which have extended beyond 2023 in certain countries. Therefore, actual costs incurred may differ from estimated costs recorded as of December 31, 2023. We expect the majority of remaining unpaid costs as of December 31, 2023 to be disbursed during the first quarter of 2024.

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding

Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS for the periods presented:


	Year ended December 31,
	2023		2022		2021
	(shares in thousands and $ in millions, except per share amounts)
Numerator:
Net income (loss) used to compute Basic EPS	$	10	$	20	$	(148	)
Interest expense on 2026 Senior Notes, net of tax		1		1		—
Net income (loss) used to compute Diluted EPS	$	11	$	21	$	(148	)
Denominator:
Weighted average shares used to compute Basic EPS		139,412		139,923		137,234
Weighted average effect of dilutive securities:
Stock-based awards (Note 13)		729		1,073		—
2026 Senior Notes (Note 8)		4,674		4,674		—
Weighted average shares used to compute Diluted EPS		144,815		145,670		137,234
Basic EPS	$	0.07	$	0.14	$	(1.08	)
Diluted EPS	$	0.08	$	0.14	$	(1.08	)

Income Taxes - Additional Information (Details) - USD ($) $ in Millions			3 Months Ended				12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Valuation allowance on deferred tax assets	$ 106	$ 114						$ 106	$ 114
Increase (decrease) related to additional foreign net operating losses									(8)
Tax refund	12	64						12	64
2017TaxActLongTermTaxesPayable	15							15
Additional income tax expense as a discrete item, inclusive of interest						$ 55
Federal tax payment					$ 113
Competent authority refund				$ 49
Cumulative undistributed foreign earnings not considered to be indefinitely reinvested	483							483
Unrecognized tax benefits inclusive of interest	153	204
Unrecognized tax benefits that would impact effective tax rate	114							114
Total gross interest and penalties accrued	50							50
Anticipated decrease in unrecognized tax benefits within next twelve months						(59)
The increase (decrease) in Income Taxes Receivable noncurrent								45
Deferred income tax expense (benefit)								(25)	(19)	$ (44)
Other Long-term Liabilities
Income Taxes [Line Items]
Total gross interest and penalties accrued	45	$ 47						45	47
Other Long-term Assets
Income Taxes [Line Items]
Total gross interest and penalties accrued	5							5
COVID-19 Pandemic
Income Taxes [Line Items]
Government grants and other assistance benefits recognized									$ 12	$ 9
MAP Consideration \| IRS
Income Taxes [Line Items]
Estimated range of income tax expense inclusive of interest						31
Deferred income tax expense (benefit)						$ 24
Minimum
Income Taxes [Line Items]
Estimated net cash inflow								5
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								25
Minimum \| Forecast \| Tax Years 2014 Through 2016
Income Taxes [Line Items]
Estimated net operating cash outflow							$ 80
Estimated range of increase in income tax expense for open tax years			$ 30
Maximum
Income Taxes [Line Items]
Estimated net cash inflow								10
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								35
Maximum \| Forecast \| Tax Years 2014 Through 2016
Income Taxes [Line Items]
Estimated net operating cash outflow							$ 130
Estimated range of increase in income tax expense for open tax years			$ 60
Federal
Income Taxes [Line Items]
Operating loss carryforwards	2							2
NOLs carryforward, subject to expire	2							$ 2
Expiration date of NOLs								starting from 2029
Expected income tax expense (benefit)								$ 76
State
Income Taxes [Line Items]
Operating loss carryforwards	54							54
NOLs subject to carryforward indefinitely	11							11
NOLs carryforward, subject to expire	43							$ 43
Expiration date of NOLs								starting from 2024
Foreign
Income Taxes [Line Items]
Operating loss carryforwards	364							$ 364
NOLs subject to carryforward indefinitely	339							339
NOLs carryforward, subject to expire	$ 25							$ 25
Expiration date of NOLs								starting from 2024

Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2023 shares
Employee Stock Option \| Stephen Kaufer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period	1,100,000

- 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

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

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, such as significant shifts in our business mix, adverse economic conditions, public health-related events, as well as other factors.

Basis of Presentation and Consolidation

the equity method, the fair value option, as available-for-sale securities, or at cost adjusted for observable price changes and impairments, as appropriate.

Accounting Estimates

Revenue Recognition

(1)

Identification of the contract, or contracts, with a customer

(2)

Identification of the performance obligations in the contract

(3)

Determination of the transaction price

(4)

Allocation of the transaction price to the performance obligations in the contract

(5)

Recognition of revenue when, or as, we satisfy a performance obligation.

Practical Expedients and Exemptions

•

We expense costs to obtain a contract as incurred, such as sales incentives, when the amortization period would have been one year or less.

•

The application of our revenue recognition policies and description of our principal activities, organized by reportable segment from which we generate our revenue, are presented below.

Brand Tripadvisor Segment (formerly Tripadvisor Core Segment)

Viator Segment

TheFork Segment

Deferred Revenue

Deferred Merchant Payables

Cost of Revenue

Selling and Marketing

personnel and overhead expenses, including salaries, commissions, benefits, stock-based compensation, and bonuses for sales, sales support, customer support and marketing employees.

Advertising costs

Technology and Content

General and Administrative

Stock-Based Compensation

The Company accounts for forfeitures in the period in which they occur, rather than estimating expected forfeitures.

Income Taxes

individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination.

Cash And Cash Equivalents Restricted Cash And Marketable Securities

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

As of December 31, 2023 and 2022, our restricted cash, which primarily consists of legally restricted deposits and escrowed security deposits, was not material.

Accounts Receivable and Allowance for Credit Losses

Accounts Receivable and Allowance for Expected Credit Losses

The following table presents the changes in our allowance for expected credit losses for the periods presented:


	December 31,
	2023			2022			2021
	(in millions)
Allowance for expected credit losses:
Balance, beginning of period	$	28		$	28		$	33
Provision charged to expense		6			6			3
Write-offs, net of recoveries and other adjustments		(13	)		(6	)		(8	)
Balance, end of period	$	21		$	28		$	28

Property and Equipment

Leases

Finance Leases

Operating Leases

Non-Marketable Equity Investments

Business Combinations

Goodwill and Intangible Assets

Goodwill

Intangible Assets

Impairment of Long-Lived Assets

Foreign Currency Translation and Transaction Gains and Losses

Derivative Financial Instruments

Fair Value Measurements and Disclosures

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

Debt Issuance Costs

Certain Risks and Concentrations

Contingent Liabilities

Treasury Stock

Earnings Per Share (“EPS”)

Basic Earnings Per Share Attributable to Common Stockholders

Diluted Earnings Per Share Attributable to Common Stockholders

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

Segment and Geographic Information - Disaggregated Revenue to Products and Revenue (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

$ 1,788

$ 1,492

$ 902

IntersegmentEliminations

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1],[2]

(134)

(93)

(32)

Brand Tripadvisor | Reportable Segments

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1],[3]

1,031

966

665

Viator | Reportable Segments

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1],[4]

737

493

184

TheFork | Reportable Segments

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1],[5]

154

126

Other | Reportable Segments

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

Tripadvisor-Branded Hotels | Brand Tripadvisor | Reportable Segments

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

659

650

451

Media And Platform | Brand Tripadvisor | Reportable Segments

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1]

145

130

TripAdvisor- Experiences and dining | Brand Tripadvisor | Reportable Segments

Disaggregation Of Revenue [Line Items]

Total Revenue

^[1],[2]

$ 176

$ 134

$ 70

[1]	Our revenue is recognized primarily at a point in time for all reported segments.
[2]	Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.
[3]	Corporate general and administrative personnel costs of $6 million, $5 million and $6 million for the years ended December 31, 2023, 2022 and 2021, respectively, were allocated to the Viator and TheFork segments.
[4]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $3 million, $2 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[5]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $3 million, $3 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Summary of Our Domestic and Foreign Income (Loss) Before Income Taxes

The following table presents a summary of our domestic and foreign income (loss) before income taxes for the periods presented:


	Year Ended December 31,
	2023		2022		2021
	(in millions)
Domestic	$	95	$	37	$	(127	)
Foreign		30		30		(58	)
Income (loss) before income taxes	$	125	$	67	$	(185	)

Summary of the Components of Our Provision (Benefit) for Income Taxes

The components of our provision (benefit) for income taxes consisted of the following for the periods presented:


	Year Ended December 31,
	2023			2022			2021
	(in millions)
Current income tax expense (benefit):
Federal	$	94		$	37		$	6
State		25			3			(1	)
Foreign		21			26			2
Current income tax expense (benefit)		140			66			7
Deferred income tax expense (benefit):
Federal		(9	)		(19	)		(21	)
State		6			1			(5	)
Foreign		(22	)		(1	)		(18	)
Deferred income tax expense (benefit)		(25	)		(19	)		(44	)
Provision (benefit) for income taxes	$	115		$	47		$	(37	)

Summary of Deferred Tax Assets and Deferred Tax Liabilities

The significant components of our deferred tax assets and deferred tax liabilities consisted of the following as of the dates presented:


	December 31,
	2023			2022
	(in millions)
Deferred tax assets:
Stock-based compensation	$	14		$	28
Net operating loss carryforwards		96			83
Provision for accrued expenses		8			6
Lease financing obligation		13			17
Foreign advertising spend		14			14
Tax credit carryforward		10			7
Capitalized research expenses		52			39
Interest carryforward		32			53
Other		14			19
Total deferred tax assets	$	253		$	266
Less: valuation allowance		(106	)		(114	)
Net deferred tax assets	$	147		$	152
Deferred tax liabilities:
Intangible assets	$	(42	)	$	(48	)
Property and equipment		(3	)		(6	)
Prepaid expenses		(4	)		(4	)
Building - corporate headquarters		(12	)		(16	)
Other		(1	)		(1	)
Total deferred tax liabilities	$	(62	)	$	(75	)
Net deferred tax asset (liability)	$	85		$	77

Reconciliation of the (Benefit) Provision for Income Taxes


	Year Ended December 31,
	2023			2022			2021
	(in millions)
Income tax expense at the federal statutory rate	$	26		$	14		$	(39	)
Foreign rate differential (1)		—			—			(14	)
State income taxes, net of effect of federal tax benefit		6			5			(2	)
Unrecognized tax benefits and related interest		27			17			4
IRS audit settlement		31			—			—
Transfer pricing reserve adjustment		24			—			—
FDII, GILTI and other provisions		(9	)		(2	)		—
Research tax credit		(4	)		(2	)		(7	)
Stock-based compensation		22			11			(1	)
Change in valuation allowance		(6	)		5			8
Executive compensation		2			1			6
Other, net		(4	)		(2	)		8
Provision (benefit) for income taxes	$	115		$	47		$	(37	)

(1)

During 2021, intercompany debt was extinguished, which resulted in a reduction of our overall foreign rate differential.

Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest and penalties) is as follows during the periods presented:


	December 31,
	2023			2022			2021
	(in millions)
Balance, beginning of year	$	157		$	144		$	144
Increases to tax positions related to the current year		8			5			5
Increases to tax positions related to the prior year		17			29			1
Decreases due to lapsed statute of limitations		—			(20	)		—
Decreases due to tax positions related to the prior year		(6	)		(1	)		—
Settlements during current year		(40	)		—			(6	)
Balance, end of year	$	136		$	157		$	144

Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 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.


	Year ended December 31, 2023
	Brand Tripadvisor (1)			Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	897		$	737		$	154		$	—		$	1,788
Intersegment revenue		134			—			—			(134	)		—
Total Revenue	$	1,031		$	737		$	154		$	(134	)	$	1,788
Adjusted EBITDA		348			—			(14	)		—			334
Depreciation and amortization											(87	)		(87	)
Stock-based compensation											(96	)		(96	)
Restructuring and other related reorganization costs (4)		(10	)		(3	)		(9	)		—			(22	)
Other non-recurring expenses (income) (5)											(3	)		(3	)
Operating income (loss)														126
Other income (expense), net														(1	)
Income (loss) before income taxes														125
(Provision) benefit for income taxes														(115	)
Net income (loss)														10


	Year ended December 31, 2022
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	873	$	493		$	126		$	—		$	1,492
Intersegment revenue		93		—			—			(93	)		—
Total Revenue	$	966	$	493		$	126		$	(93	)	$	1,492
Adjusted EBITDA		345		(11	)		(39	)		—			295
Depreciation and amortization										(97	)		(97	)
Stock-based compensation										(88	)		(88	)
Legal reserves and settlements										(1	)		(1	)
Other non-recurring expenses (income) (6)										(8	)		(8	)
Operating income (loss)													101
Other income (expense), net													(34	)
Income (loss) before income taxes													67
(Provision) benefit for income taxes													(47	)
Net income (loss)													20


	Year ended December 31, 2021
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	633	$	184		$	85		$	—		$	902
Intersegment revenue		32		—			—			(32	)		—
Total Revenue	$	665	$	184		$	85		$	(32	)	$	902
Adjusted EBITDA		177		(31	)		(46	)		—			100
Depreciation and amortization										(111	)		(111	)
Stock-based compensation										(120	)		(120	)
Operating income (loss)													(131	)
Other income (expense), net													(54	)
Income (loss) before income taxes													(185	)
(Provision) benefit for income taxes													37
Net income (loss)													(148	)

(1)

(2)

(3)

(4)

Refer to “Note 7: Accrued Expenses and Other Current Liabilities” for information regarding restructuring and other related reorganization costs.

(5)

(6)

Summary of Revenue by Geographic Location

The Company’s revenue based on geographic location consists of the following for the periods presented:


	Year ended December 31,
	2023		2022		2021
	(in millions)
Revenue
United States	$	1,198	$	905	$	526
United Kingdom		349		402		259
All other countries		241		185		117
Total revenue	$	1,788	$	1,492	$	902

Disaggregated Revenue to Products and Revenue

We disaggregate revenue into major products and revenue sources, as follows, for the periods presented:


	Year ended December 31,
	2023			2022			2021
Major products/revenue sources (1):	(in millions)
Brand Tripadvisor
Tripadvisor-branded hotels	$	659		$	650		$	451
Media and advertising		145			130			98
Tripadvisor experiences and dining (2)		176			134			70
Other		51			52			46
Total Brand Tripadvisor		1,031			966			665

Viator		737			493			184
TheFork		154			126			85
Intersegment eliminations (2)		(134	)		(93	)		(32	)
Total Revenue	$	1,788		$	1,492		$	902

(1)

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

(2)

Tripadvisor experiences and dining revenue within the Brand Tripadvisor segment is shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis.

Property and Equipment, Net

The Company’s property and equipment, net for the United States and all other countries based on the geographic location of the assets consists of the following as of the dates presented:


	December 31,
	2023		2022
	(in millions)
Property and equipment, net
United States	$	147	$	156
All other countries		44		38
Total	$	191	$	194

Segment and Geographic Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 Segment
Segment Reporting [Abstract]
Number of reportable segment	3

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Operating and Finance Lease Assets and Liabilities are Included on Consolidated Balance Sheet

Operating and finance lease assets and liabilities consists of the following as of the dates presented:


		December 31,		December 31,
	Presentation on Consolidated Balance Sheet	2023		2022
		(in millions)
Noncurrent Lease Assets:
Finance lease	Property and equipment, net	$	67	$	76
Operating lease	Operating lease right-of-use-assets		15		27
	Total lease assets	$	82	$	103


Current Lease Liabilities:
Finance lease	Accrued expenses and other current liabilities	$	6	$	6
Operating lease	Accrued expenses and other current liabilities		10		14
	Total current lease liabilities		16		20

Noncurrent Lease Liabilities:
Finance lease	Finance lease liability, net of current portion		51		58
Operating lease	Operating lease liabilities, net of current portion		6		15
	Total noncurrent lease liabilities		57		73

	Total lease liabilities	$	73	$	93

Components of Lease Expense

The components of lease expense were as follows for the periods presented:


	Year ended December 31,
	2023			2022			2021
	(in millions)
Operating lease cost (1)	$	17		$	19		$	21
Finance lease cost:
Amortization of right-of-use assets (2)	$	10		$	10		$	10
Interest on lease liabilities (3)		3			3			4
Total finance lease cost	$	13		$	13		$	14
Sublease income (1)		(5	)		(9	)		(5	)
Total lease cost, net	$	25		$	23		$	30

(1)

Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations.

(2)

Amount is included in depreciation expense in our consolidated statements of operations.

(3)

Amount is included in interest expense in our consolidated statements of operations.

Additional Information Related to Leases

Additional information related to our leases is as follows for the periods presented:


	Year ended December 31,
	2023		2022		2021
Supplemental Cash Flows Information:	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	17	$	22	$	25
Operating cash outflows from finance lease		4		3		3
Financing cash outflows from finance lease		8		6		6

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	4	$	2	$	6


	Year ended December 31,
	2023			2022
Weighted-average remaining lease term:
Operating leases	2.0 years			2.5 years
Finance lease	7.0 years			8.0 years

Weighted-average discount rate:
Operating leases		4.1	%		3.7	%
Finance lease		4.5	%		4.5	%

Summary of Future Lease Payments Under Non-Cancellable Leases

Future lease payments under non-cancelable leases as of December 31, 2023 were as follows:


Year Ending December 31,	Operating Leases		Finance Lease
	(in millions)
2024	$	10	$	9
2025		3		9
2026		2		9
2027		1		10
2028		—		10
Thereafter		—		19
Total future lease payments		16		66
Less imputed interest		—		(9	)
Total lease liabilities	$	16	$	57

Significant Accounting Policies - Additional Information (Details)

12 Months Ended

Dec. 31, 2023

USD ($)

ft²

Subsidiary

Location

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Jan. 01, 2023

USD ($)

Jan. 01, 2022

USD ($)

Schedule Of Accounting Policies [Line Items]

Advertising expense

$ 706,000,000

$ 572,000,000

$ 282,000,000

Expected dividend yield

0.00%

Financial instruments including money market funds maturities period

90 days

Minimum maturities of short-term marketable securities

90 days

Maximum remaining maturity for short-term marketable securities

12 months

Maximum maturity period for marketable security

3 years

Weighted Average Maturity

18 months

Customer invoices due period

30 days

Minimum probability that the fair value of the reporting unit is less than the carrying amount

50.00%

Deferred merchant payables

$ 237,000,000

$ 203,000,000

Minimum maturity at purchase date for a short term marketable security

90 days

Net foreign currency exchange gains/(losses)

^[1]

$ (5,000,000)

$ (4,000,000)

Foreign currency exchange contracts maturity period, maximum

90 days

Available for sale securities

$ 0

Impairment of indefinite-lived intangible assets

$ 0

Deferred revenue

49,000,000

44,000,000

$ 44,000,000

$ 36,000,000

Revenue recognized

41,000,000

34,000,000

Revenue refunded due to cancellation

$ 3,000,000

2,000,000

Corporate Headquarter Office Space

Schedule Of Accounting Policies [Line Items]

Leased square footage of office space | ft²

280,000

Lease expiration date

Dec. 31, 2030

Extended lease term

5 years

Selling and Marketing

Schedule Of Accounting Policies [Line Items]

Amortization expense

$ 1,000,000

1,000,000

$ 1,000,000

U.S. Treasury Securities

Schedule Of Accounting Policies [Line Items]

Portfolio based securities loss expectation

U.S. Government Agency Securities

Schedule Of Accounting Policies [Line Items]

Portfolio based securities loss expectation

$ 0

ASC 606

Schedule Of Accounting Policies [Line Items]

Customer invoices due period

30 days

ASC 606 | Other Long-term Assets

Schedule Of Accounting Policies [Line Items]

Unamortized contract costs

$ 3,000,000

$ 4,000,000

Accounting Standards Update 2016-02

Schedule Of Accounting Policies [Line Items]

Operating leases options to extend lease terms

5 years

Customer Concentration Risk | Sales [Member] | Expedia

Schedule Of Accounting Policies [Line Items]

Customer concentration risk

10.00%

Customer Concentration Risk | Sales [Member] | Booking

Schedule Of Accounting Policies [Line Items]

Customer concentration risk

10.00%

Customer Concentration Risk | Sales [Member] | Expedia and Booking

Schedule Of Accounting Policies [Line Items]

Customer concentration risk

25.00%

31.00%

34.00%

Customer Concentration Risk | Contract Assets [Member] | Expedia

Schedule Of Accounting Policies [Line Items]

Customer concentration risk

10.00%

19.00%

Minimum

Schedule Of Accounting Policies [Line Items]

Depreciation over the estimated useful lives of assets

3 years

Capitalized contract cost, Amortization period

1 year

Maximum

Schedule Of Accounting Policies [Line Items]

Depreciation over the estimated useful lives of assets

5 years

Maximum | Stock options and Rsus | 2026 Senior Notes

Schedule Of Accounting Policies [Line Items]

Cap price

107.36

Maximum | Sales Incentive Program

Schedule Of Accounting Policies [Line Items]

Capitalized contract cost, Amortization period

1 year

Maximum | Accounting Standards Update 2016-02

Schedule Of Accounting Policies [Line Items]

Operating lease, option to terminate

1 year

Employee Stock Option

Schedule Of Accounting Policies [Line Items]

Term of stock options, granted

10 years

Vesting period

4 years

Restricted Stock Units

Schedule Of Accounting Policies [Line Items]

Vesting period

4 years

China

Schedule Of Accounting Policies [Line Items]

Number of operating subsidiaries | Subsidiary

North America and Europe and Asia Pacific

Schedule Of Accounting Policies [Line Items]

Lease expiration date

Oct. 31, 2034

Leased area of office space | ft²

340,000

Leased location | Location

[1]	Foreign currency exchange gains (losses), net, are related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, offset by any foreign currency forward contract gains and losses.

Leases - Schedule of Operating and Finance Lease Assets and Liabilities are Included on Consolidated Balance Sheet (Details) - USD ($)
$ in Millions

Dec. 31, 2023

Dec. 31, 2022

Noncurrent Lease Assets:

Finance lease

$ 67

$ 76

Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]

Property and equipment, net (Note 4, Note 5)

Operating lease right-of-use assets (Note 5)

$ 15

$ 27

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]

Operating lease right-of-use assets (Note 5)

Total noncurrent lease assets

$ 82

$ 103

Current Lease Liabilities:

Finance lease

^[1]

$ 6

Finance Lease Liability Current Statement Of Financial Position [Extensible List]

Accrued expenses and other current liabilities (Note 7)

Operating lease

^[1]

$ 10

$ 14

Operating Lease Liability Current Statement Of Financial Position [Extensible List]

Accrued expenses and other current liabilities (Note 7)

Current Lease Liabilities

$ 16

$ 20

Noncurrent Lease Liabilities:

Finance lease obligation, net of current portion (Note 5)

$ 51

$ 58

Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]

Finance lease obligation, net of current portion (Note 5)

Operating lease liabilities, net of current portion (Note 5)

$ 6

$ 15

Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]

Operating lease liabilities, net of current portion (Note 5)

Lease Liabilities Noncurrent

$ 57

$ 73

Total lease liabilities

$ 73

$ 93

[1]	Refer to “Note 5: Leases” for further information regarding our lease obligations.

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

NOTE 6: GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The following table summarizes our goodwill activity by reportable segment for the periods presented:


	Hotels, Media & Platform			Experiences & Dining			Other (1)			Brand Tripadvisor		Viator			TheFork		Total
	(in millions)
Balance as of December 31, 2021	$	407		$	344		$	92		$	—	$	—		$	—	$	843
Foreign currency translation adjustments		—			(18	)		(5	)		—		(1	)		3		(21	)
Allocation to new segments		(407	)		(326	)		(87	)		599		120			101		—
Balance as of December 31, 2022	$	—		$	—		$	—		$	599	$	119		$	104	$	822
Foreign currency translation adjustments		—			—			—			2		1			4		7
Balance as of December 31, 2023	$	—		$	—		$	—		$	601	$	120		$	108	$	829

(1)

Other consists of the combination of alternative accommodation rentals, flights, car, and cruises offerings, and did not previously constitute a reportable segment.

Intangibles

Intangible assets, acquired in business combinations and recorded at fair value on the date of purchase, consisted of the following as of the dates presented:


	December 31,
	2023			2022
	(in millions)
Intangible assets with definite lives	$	221		$	219
Less: accumulated amortization		(208	)		(198	)
Intangible assets with definite lives, net		13			21
Intangible assets with indefinite lives (1)		30			30
Total	$	43		$	51

(1)

Indefinite-lived intangible assets include trade names and trademarks for the Tripadvisor brand.

Amortization expense for definite-lived intangible assets was $9 million, $13 million, and $20 million, for the years ended December 31, 2023, 2022 and 2021, respectively.

There were no impairment charges recognized to our consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 related to our intangible assets. Refer to “Note 2: Significant Accounting Policies” for discussion regarding the Company’s 2023 indefinite-lived intangible impairment assessment.

The following table presents the components of our intangible assets with definite lives as of the dates presented:


			December 31, 2023							December 31, 2022
	Weighted Average		Gross					Net		Gross					Net
	Remaining Life		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	(in years)		Amount		Amortization			Amount		Amount		Amortization			Amount
			(in millions)							(in millions)
Trade names and trademarks		0.9	$	48	$	(45	)	$	3	$	47	$	(40	)	$	7
Customer lists and supplier relationships		3.8		97		(90	)		7		95		(87	)		8
Subscriber relationships		2.3		34		(33	)		1		34		(33	)		1
Technology and other		1.8		42		(40	)		2		43		(38	)		5
Total		2.7	$	221	$	(208	)	$	13	$	219	$	(198	)	$	21


2024	$	6
2025		3
2026		2
2027		2
2028		—
2029 and thereafter		—
Total	$	13

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Summary of Changes in Allowance for Credit Losses

The following table presents the changes in our allowance for expected credit losses for the periods presented:


	December 31,
	2023			2022			2021
	(in millions)
Allowance for expected credit losses:
Balance, beginning of period	$	28		$	28		$	33
Provision charged to expense		6			6			3
Write-offs, net of recoveries and other adjustments		(13	)		(6	)		(8	)
Balance, end of period	$	21		$	28		$	28

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	Dec. 31, 2023	Dec. 31, 2022
2025 Senior Notes
Debt Instrument [Line Items]
Debt instrument, issuances costs	$ 3	$ 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

Income Taxes - Reconciliation of the (Benefit) Provision for Income Taxes (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]

Income tax expense at the federal statutory rate

$ 26

$ 14

$ (39)

Foreign rate differential

^[1]

(14)

State income taxes, net of effect of federal tax benefit

(2)

Unrecognized tax benefits and related interest

IRS audit settlement

Transfer pricing reserves adjustment

FDII, GILTI and other provisions

(9)

(2)

Research tax credit

(4)

(2)

(7)

Stock-based compensation

(1)

Change in valuation allowance

(6)

Executive compensation

Other, net

(4)

(2)

Provision (benefit) for income taxes

$ 115

$ 47

$ (37)

[1]	During 2021, intercompany debt was extinguished, which resulted in a reduction of our overall foreign rate differential.

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Investments, All Other Investments [Abstract]

Financial Instruments and Fair Value Measurements

NOTE 3: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Cash, Cash Equivalents and Marketable Securities

As of December 31, 2023 and 2022, we had approximately $1.1 billion and $1.0 billion of cash and cash equivalents, respectively, which consisted of available on demand bank deposits, term deposits, and 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 December 31, 2023 and 2022, respectively, and there were no purchases or sales of any marketable securities during the years ended December 31, 2023, 2022 and 2021.

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


	December 31, 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	$	685	$	685	$	685	$	821	$	821	$	821
Level 1:
Money market funds		382		382		382		—		—		—
Level 2:
Term deposits		—		—		—		200		200		200
Total	$	1,067	$	1,067	$	1,067	$	1,021	$	1,021	$	1,021

(1)

We did not have any unrealized gains and losses related to our cash equivalents.

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 generally use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows for the Euro versus the U.S. Dollar. For the periods ended December 31, 2023, 2022 and 2021, respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days. Our outstanding or unsettled forward contracts were carried at fair value on our consolidated balance sheets at December 31, 2023 and 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 forward contracts in other income (expense), net on our consolidated statement of operations, which was not material for the year ended December 31, 2023. We recorded a net gain of $4 million and $2 million for the years ended December 31, 2022 and 2021, respectively, related to our forward contracts.

The following table shows the notional principal amounts of our outstanding derivative instruments for the periods presented:


	December 31, 2023		December 31, 2022
	(in millions)
Foreign currency exchange-forward contracts (1)(2)	$	9	$	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 December 31, 2023 and 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 consolidated balance sheet.

Other Financial Assets and Liabilities

As of December 31, 2023 and 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 consolidated balance sheet, which approximates their fair values because of the short-term nature of these items. Accounts receivable, including 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 consolidated balance sheet to present the net amount expected to be collected.

Accounts Receivable, net

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


	December 31, 2023		December 31, 2022
	(in millions)
Accounts receivable	$	177	$	173
Contract assets		15		32
Total	$	192	$	205

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. There were no significant changes in contract assets during the years ended December 31, 2023 and 2022 related to business combinations, impairments, cumulative catch-ups or other material adjustments.

Fair Value of Long-Term Debt

The following table shows the aggregate principal and fair value amount of our outstanding 2025 Senior Notes and 2026 Senior Notes as of the dates presented, which are classified as long-term debt on our consolidated balance sheet, and considered Level 2 fair value measurements. Refer to “Note 8: Debt” for additional information related to our 2025 Senior Notes and 2026 Senior Notes.


	December 31, 2023		December 31, 2022
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		497		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)		304		281

(1)

Net of $3 million and $5 million of unamortized debt issuance costs as of December 31, 2023 and 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 December 31, 2023 and 2022, respectively.

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

Assets Measured at Fair Value on a Non-recurring Basis

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

In November 2019, the Company and Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited, entered into an agreement to combine certain assets in China through the creation of a new entity, Chelsea Investment Holding Company PTE, Ltd. Tripadvisor contributed a portion of its business in China, including a long-term exclusive brand and content license and other assets, in return for a 40% equity investment in Chelsea Investment Holding Company PTE Ltd. This investment resulted in the Company recording an initial equity method investment of $41 million and a $39 million deferred income liability attributable to the brand and content license in the fourth quarter of 2019. The Company expects to earn the deferred income ratably over a 15-year period, congruent with the initial term of the brand and content license, which is recorded in other income (expense), net on the consolidated statement of operations.

The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence over, but not control, the investee. The carrying value of this minority investment was $30 million and $32 million as of December 31, 2023 and 2022, respectively, and is included in non-marketable investments on our consolidated balance sheets. During the years ended December 31, 2023, 2022 and 2021, we recognized a loss of $2 million, $2 million and $3 million, respectively, representing our share of the investee’s net loss in other income (expenses), net within the 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. Due to ongoing operating losses, we performed a qualitative assessment to evaluate whether this equity investment is impaired as of December 31, 2023. During the years ended December 31, 2023, 2022 and 2021, respectively, we did not record any impairment loss on this equity investment. The remaining deferred income liability of $28 million is presented in accrued expenses and other current liabilities and other long-term liabilities on our consolidated balance sheet of $3 million and $25 million, respectively, as of December 31, 2023.

The Company has various commercial agreements with Chelsea Investment Holding Company PTE Ltd. and/or its subsidiaries. Transactions under these agreements with the equity method investee are considered related-party transactions, and were not material for the years ended December 31, 2023, 2022 and 2021, respectively.

Other Equity Investments

We also hold a minority investment in equity securities of a privately-held company, which is at an early stage of development and does not have a readily determinable fair value. As of both December 31, 2023 and 2022, the total carrying value of this investment was $2 million, and included in non-marketable investments on our consolidated balance sheets.

Our policy is to measure this equity investment at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer such observable price changes may include instances where the investee issues equity securities to new investors, thus creating a new indicator of fair value, as an example. On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to evaluate whether this investment is impaired and monitor for any

observable price changes. During the years ended December 31, 2023, 2022 and 2021, we did not record any impairment loss on this equity investment or note any observable price change indicators.

Other Long-Term Assets

In June 2020, the Company was issued collateralized notes (the “Notes Receivable”) with a total principal amount of $20 million from a privately-held company, in exchange for an existing equity investment held in the investee by the Company, and other-long term receivables, net, which the Company held due from the same investee. 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 eight years and remaining 50% due in 10 years from issuance date or the date on which there is a change of control, whichever is earlier. The Company recorded a $5 million allowance for credit losses under GAAP during the year ended December 31, 2021, in other income (expense), net on the consolidated statement of operations, related to the Notes Receivable. As of both December 31, 2023 and 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 consolidated balance sheet 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 expected 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. Refer to “Note 4: Property and Equipment, Net”, “Note 5: Leases” and “Note 6: Goodwill and Intangibles Assets, Net” for additional information regarding those assets.

Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) - Credit Facility $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) Days	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jul. 01, 2021 USD ($)	Jun. 30, 2021 USD ($)
Debt Instrument [Line Items]
Total commitment fees	$ 1	$ 1	$ 3
Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	$ 500
Credit facility, maturity date	Jun. 29, 2028
Credit facility threshold Trading Days prior to maturity \| Days	91
Specified debt outstanding prior to maturity date	$ 200
Line of Credit Facility, 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 Adjusted Term SOFR rate for the interest period in effect for such borrowing in U.S. dollars, the EURIBO rate for the interest period in effect for such borrowings in Euro and the Daily Simple SONIA rate for the interest period in effect for such borrowings in Sterling; plus, in each case, an applicable margin ranging from 1.75% to 2.50% (“Term Benchmark/RFP Spread”), based on the Company’s total net leverage ratio; or (ii) the Alternate Base Rate (“ABR”), 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 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% plus 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 December 31, 2023, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio.
Outstanding borrowings	$ 0	0
Line Of Credit Facility Unused Capacity Commitment Fee Percentage	0.25%
Debt instrument, issuances costs	$ 4	2
Revolving Credit Facility \| New York Fed Bank Rate
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis	effect on such day plus 1/2 of 1.00% per annum,
Debt Instrument, Interest Rate, Effective Percentage	0.50%
Revolving Credit Facility \| Term Benchmark Borrowing Rate
Debt Instrument [Line Items]
Debt Instrument, Description of Variable Rate Basis	the 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% plus
Debt Instrument, Interest Rate, Effective Percentage	1.00%
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%
Revolving Credit Facility \| Minimum \| ABR Spread
Debt Instrument [Line Items]
Basis spread on variable rate	0.75%
Revolving Credit Facility \| Minimum \| Eurocurrency Spread
Debt Instrument [Line Items]
Basis spread on variable rate	1.75%
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Debt intstrument current total net leverage ratio	4.5
Line Of Credit Facility Unused Capacity Commitment Fee Percentage	0.40%
Revolving Credit Facility \| Maximum \| ABR Spread
Debt Instrument [Line Items]
Basis spread on variable rate	1.50%
Revolving Credit Facility \| Maximum \| Eurocurrency Spread
Debt Instrument [Line Items]
Basis spread on variable rate	2.50%
Revolving Credit Facility \| Other Long Term Asset
Debt Instrument [Line Items]
Payments of financing costs for amendments to 2015 credit facility	$ 3
Letter of Credit
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	15	15
Letters of credit outstanding amount	4	4
Borrowings On Same Day Notice
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	$ 40	$ 40
Amended 2015 Credit Facility in May 2020 and December 2020 \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowings allowed excluding leverage ratio covenant				$ 200
Minimum liquidity required					$ 150
Credit Facility, description	We amended the Credit Facility during 2020 to, among other things: suspend the leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring the Company to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity), until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”).

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders' Equity

NOTE 14: STOCKHOLDERS’ EQUITY

Preferred Stock

In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par value per share, with terms determined by our Board of Directors, without further action by our stockholders. As of December 31, 2023, no preferred shares had been issued.

Common Stock and Class B Common Stock

Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.001 per share, and 400 million shares of Class B common stock with par value of $0.001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors. Common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share. Holders of Tripadvisor common

stock, acting as a single class, are entitled to elect a number of directors equal to 25% of the total number of directors, rounded up to the next whole number, which was three directors as of December 31, 2023. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Tripadvisor the holders of both classes of common stock have equal rights to receive all the assets of Tripadvisor after the rights of the holders of the preferred stock have been satisfied. There were 149,775,361 and 124,881,494 shares of common stock issued and outstanding, respectively, and 12,799,999 shares of Class B common stock issued and outstanding at December 31, 2023.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) is comprised of accumulated foreign currency translation adjustments, as follows as of the dates presented:


	December 31, 2023			December 31, 2022
	(in millions)
Cumulative foreign currency translation adjustments, net of tax (1)	$	(71	)	$	(82	)
Accumulated other comprehensive income (loss)	$	(71	)	$	(82	)

(1)

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

Treasury Stock

On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under an 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, commissions, and excise taxes or $75 million in the aggregate, which completed this share repurchase program.

On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a new share repurchase program. 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. The Executive Committee will determine the price, timing, amount and method of such repurchases based on its evaluation of market conditions and other factors, and at prices determined to be attractive and in the best interests of both the Company and its stockholders. This share repurchase program, which has a term of two years, does not obligate the Company to acquire any particular number of shares and may be modified, suspended or discontinued at any time. During the three months ended December 31, 2023, we repurchased 1,324,524 shares of our outstanding common stock at an average price of $18.85 per share, exclusive of fees, commissions, and excise taxes, or $25 million, under this share repurchase program. As of December 31, 2023, we had $225 million remaining available to repurchase shares of our common stock under this share repurchase program.

As of December 31, 2023, the Company held 24,893,867 shares of its common stock in treasury with an aggregate cost of $822 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. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. For the year ended December 31, 2023, the excise tax liability incurred and recorded to accrued expenses and other current liabilities on our consolidated balance sheet was not material.

Dividends

During the years ended December 31, 2023, 2022 and 2021, our Board of Directors did not declare any dividends on our outstanding common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors.

- 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

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, net	$ 191	$ 194
Capitalized Website Development
Property Plant And Equipment [Line Items]
Property and equipment, net	103	91
Depreciation of property and equipment, including amortization of internal-use website development	55	61	$ 64
Website Development
Property Plant And Equipment [Line Items]
Capitalized computer website development costs	$ 66	$ 56	$ 55

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[1]

$ 1,788

$ 1,492

$ 902

Adjusted EBITDA

334

295

100

Depreciation and amortization

(87)

(97)

(111)

Stock-based compensation

(96)

(88)

(120)

Restructuring and other related reorganization costs

^[2]

(22)

Legal reserves and settlements

(1)

Non-recurring expenses (income) (4)

(3)

^[3]

(8)

^[4]

Operating income (loss)

126

101

(131)

Other income (expense), net

(1)

(34)

(54)

Income (loss) before income taxes

125

(185)

(Provision) benefit for income taxes

(115)

(47)

Net income (loss)

(148)

Third-Party

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

1,788

1,492

902

Intersegment

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

Reportable Segments | Brand Tripadvisor

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[1],[5]

1,031

966

665

Adjusted EBITDA

^[5]

348

345

177

Restructuring and other related reorganization costs

^[2],[5]

(10)

Reportable Segments | Viator

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[1],[6]

737

493

184

Adjusted EBITDA

^[6]

(11)

(31)

Restructuring and other related reorganization costs

^[2],[6]

(3)

Reportable Segments | TheFork

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[1],[7]

154

126

Adjusted EBITDA

^[7]

(14)

(39)

(46)

Restructuring and other related reorganization costs

^[2],[7]

(9)

Reportable Segments | Third-Party | Brand Tripadvisor

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[5]

897

873

633

Reportable Segments | Third-Party | Viator

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[6]

737

493

184

Reportable Segments | Third-Party | TheFork

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[7]

154

126

Reportable Segments | Intersegment | Brand Tripadvisor

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[5]

134

Reportable Segments | Intersegment | Viator

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[6]

Reportable Segments | Intersegment | TheFork

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

^[7]

Corporate and Eliminations

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

(134)

(93)

(32)

Adjusted EBITDA

Depreciation and amortization

(87)

(97)

(111)

Stock-based compensation

(96)

(88)

(120)

Restructuring and other related reorganization costs

^[2]

Legal reserves and settlements

(1)

Non-recurring expenses (income) (4)

(3)

^[3]

^[4]

Corporate and Eliminations | Third-Party

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

Corporate and Eliminations | Intersegment

Segment Reporting Information [Line Items]

Revenue (Note 2, Note 18)

$ (134)

$ (93)

$ (32)

[1]	Our revenue is recognized primarily at a point in time for all reported segments.
[2]	Refer to “Note 7: Accrued Expenses and Other Current Liabilities” for information regarding restructuring and other related reorganization costs.
[3]	The Company expensed $3 million of previously capitalized transaction costs during 2023, to general and administrative expenses on our consolidated statement of operations. The Company considers such costs to be non-recurring in nature.
[4]	The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud. This loss was recorded to general and administrative expenses on the consolidated statement of operations for December 31, 2022. The Company considers such costs to be non-recurring in nature. To the extent the Company recovers any losses in future periods related to this incident, the Company plans to reduce Adjusted EBITDA by the recovery amount in that same period.
[5]	Corporate general and administrative personnel costs of $6 million, $5 million and $6 million for the years ended December 31, 2023, 2022 and 2021, respectively, were allocated to the Viator and TheFork segments.
[6]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $3 million, $2 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
[7]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $3 million, $3 million and $3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Summary of Outstanding Debt

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


December 31, 2023	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
	(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(3	)	$	497
2026 Senior Notes		345		(3	)		342
Total Long-Term Debt	$	845	$	(6	)	$	839

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

Stock Based Awards and Other Equity Instruments - Summary of Unrecognized Compensation Expense and Weighted Average Period Remaining (Details) - Restricted Stock Units $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average period remaining (in years)	2 years 7 months 6 days
Unrecognized compensation expense	$ 241

- 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

Other Income (Expense), Net (Tables)

12 Months Ended

Dec. 31, 2023

Other Income and Expenses [Abstract]

Summary of Other Income (Expense), Net

Other income (expense), net, consists of the following for the periods presented:


	Year Ended December 31,
	2023			2022			2021
	(in millions)
Foreign currency exchange gains (losses), net (1)	$	(5	)	$	(5	)	$	(4	)
Earnings (losses) from equity investment, net		(2	)		(2	)		(3	)
Other, net		3			2			(3	)
Total	$	(4	)	$	(5	)	$	(10	)

(1)

Other Long-Term Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Other Liabilities, Noncurrent [Abstract]

Schedule of Other Long-Term Liabilities

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


	December 31, 2023		December 31, 2022
	(in millions)
Unrecognized tax benefits (1)	$	153	$	204
Deferred gain on equity method investment (2)		25		28
Long-term income taxes payable (3)		15		27
Other		4		6
Total	$	197	$	265

(1)

Refer to “Note 10: 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 made in the fourth quarter of 2019. Refer to “Note 3: 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. Refer to “Note 10: Income Taxes,” for additional information.

Debt - Two Thousand Twenty Six Senior Notes - Additional Information (Details)
$ / shares in Units, shares in Millions

12 Months Ended

Mar. 25, 2021

USD ($)

Dec. 31, 2023

USD ($)

TradingDay

$ / shares

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Mar. 31, 2021

USD ($)

Debt Instrument [Line Items]

Deferred tax asset

$ 147,000,000

$ 152,000,000

Carrying value amount

839,000,000

836,000,000

Unpaid interest in accrued expenses and other current liabilities

^[1]

17,000,000

Interest expense on 2026 Senior Notes, net of tax

$ 44,000,000

$ 45,000,000

Debt Instrument, Conversion, Period Two

Debt Instrument [Line Items]

Debt instrument, convertible, consecutive business days immediately following threshold consecutive trading days | TradingDay

0.250% Senior Notes due April 1, 2026

Debt Instrument [Line Items]

Debt instrument, aggregate principal amount

$ 300,000,000

Debt instrument, interest rate

0.25%

Debt issuance costs, Percentage

0.40%

0.47%

0.53%

Debt Instrument, date of first required payment of interest

Oct. 01, 2021

Debt Instrument, maturity date

Apr. 01, 2026

Debt instruments purchase agreement date

Mar. 25, 2021

Debt instrument, frequency of interest payment

semiannually

Debt instrument, redemption, description

The 2026 Senior Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice.

Debt instrument, convertible, threshold percentage of stock price trigger

130.00%

Debt Instrument, convertible, threshold trading days | TradingDay

Debt Instrument, convertible, threshold consecutive trading days | TradingDay

Debt instrument, convertible, principal amount

$ 1,000

Debt instrument, initial conversion rate

13.5483

Debt instrument, initial conversion price | $ / shares

$ 73.81

Debt Instrument Capped Call Cap Price | $ / shares

$ 107.36

Proceeds from debt, issuance costs

$ 340,000,000

Debt issuance costs

5,000,000

Capped call transactions cost

$ 35,000,000

Debt instrument, convertible, capped call transactions, percentage of common stock sale price

100.00%

Share Price | $ / shares

$ 53.68

Deferred tax asset

$ 9,000,000

Common stock shares covered under capped call transaction | shares

4.7

Interest expense on 2026 Senior Notes, net of tax

$ 1,000,000

0.250% Senior Notes due April 1, 2026 | Over-allotment Option

Debt Instrument [Line Items]

Debt instrument, aggregate principal amount

$ 45,000,000

0.250% Senior Notes due April 1, 2026 | Debt Instrument, Conversion, Period One

Debt Instrument [Line Items]

Debt instrument, convertible, threshold percentage of stock price trigger

130.00%

Debt Instrument, convertible, threshold trading days | TradingDay

Debt Instrument, convertible, threshold consecutive trading days | TradingDay

Debt instrument, conversion, description

during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

0.250% Senior Notes due April 1, 2026 | Debt Instrument, Conversion, Period Two

Debt Instrument [Line Items]

Debt instrument, convertible, threshold percentage of stock price trigger

98.00%

Debt Instrument, convertible, threshold consecutive trading days | TradingDay

Debt instrument, convertible, principal amount

$ 1,000

0.250% Senior Notes due April 1, 2026 | Common Stock

Debt Instrument [Line Items]

Common Stock Shares Covered Under Capped Call Transactions

$ 4,700,000

[1]	Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 8: Debt” for further information.

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Automatic enrollment feature pre-tax	6.00%
Maximum employer contribution	50.00%
Maximum employee contributions percentage to receive 50% matching	6.00%
Employer match, percent	3.00%
Contributions vested with the employees	2 years
Contributions to plans	$ 12	$ 11	$ 10
Severance expense	$ 2	$ 1	$ 1
Director \| Deferred Compensation Plan
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Common stock reserved for issuance to non-employee directors	100,000
Common stock shares issued to non-employee directors	557
Maximum
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
No of installments for payments upon termination	Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.
Pre-tax basis
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Maximum annual employee contribution, percent	50.00%
After-tax basis
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Maximum annual employee contribution, percent	10.00%

Goodwill and Intangible Assets, Net - Summary of Intangible Assets Acquired in Business Combinations (Details) - USD ($)
$ in Millions

Dec. 31, 2023

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets with definite lives

$ 221

$ 219

Less: accumulated amortization

(208)

(198)

Intangible assets with definite lives, net

Intangible assets with indefinite lives

^[1]

Total

$ 43

$ 51

[1]	Indefinite-lived intangible assets include trade names and trademarks for the Tripadvisor brand.

Organization and Business Description

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Organization and Business Description

NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION

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 consolidated financial statements. The Company renamed our Tripadvisor Core segment to “Brand Tripadvisor”, and its “Tripadvisor-branded display and platform” revenue stream within the Brand Tripadvisor segment, as “Media and advertising” revenue. These nomenclature changes had no impact on the composition of our segments, revenue streams, or on any current or historic financial information.

On December 20, 2011, Expedia Group, Inc. (“Expedia”) completed a spin-off of Tripadvisor into a separate publicly traded Delaware corporation. We refer to this transaction as the “Spin-Off.” Tripadvisor’s common stock began trading on The Nasdaq as an independent public company on December 21, 2011, under the trading symbol “TRIP.”

On December 11, 2012, Liberty Interactive Corporation, or Liberty, purchased an aggregate of approximately 4.8 million shares of common stock of Tripadvisor from Barry Diller, our former Chairman of the Board of Directors and Senior Executive, and certain of his affiliates. As a result, Liberty beneficially owned approximately 18.2 million shares of our common stock and 12.8 million shares of our Class B common stock.

On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock held by Liberty was acquired by Liberty TripAdvisor Holdings, Inc., or LTRIP. Simultaneously, Liberty, LTRIP’s former parent company, distributed, by means of a dividend, to the holders of its Liberty Ventures common stock, Liberty’s entire equity interest in LTRIP. We refer to this transaction as the “Liberty Spin-Off”. As a result of the Liberty Spin-Off, effective August 27, 2014, LTRIP became a separate, publicly traded company holding 100% of Liberty’s interest in Tripadvisor.

As a result of these transactions, and as of December 31, 2023, 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 approximately 13% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own approximately 21% of the outstanding common stock. However, 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 approximately 57% of our voting power.

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: Brand Tripadvisor (formerly 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.

Brand Tripadvisor’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 (“UGC”) in the form of ratings and reviews for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and cruises in over 40 countries and in more than 20 languages across the world. Tripadvisor offers more than 1 billion user-generated ratings and reviews on over 8 million experiences, accommodations, restaurants, airlines, and cruises.

Viator enables travelers to discover and book iconic, unique and memorable experiences from experience operators around the globe. Our online marketplace is comprehensive, connecting travelers to bookable tours, activities and attractions—consisting of over 350,000 experiences from more than 55,000 operators.

TheFork provides an online marketplace that enables diners to discover and book online reservations at approximately 55,000 restaurants in 11 countries, across the U.K., western and central Europe.

Risks and Uncertainties

Our business was negatively impacted by the risks and uncertainties related to the COVID-19 pandemic and our business would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and mandates. Following the lifting of restrictions in connection with the COVID-19 pandemic, travel demand increased. In addition, the U.S. and other countries saw significant increased inflation and decreases in discretionary spending patterns by consumers. If macroeconomic conditions deteriorate, consumer demand and spending may decline, we may not be able to pass on increased costs to our customers and our inability or failure to navigate the macroeconomic environment could harm our business, results of operations and financial condition.

Additionally, natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East, acts of terrorism, fluctuations in currency values, and changes in global economic conditions, 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.

Seasonality

Earnings Per Share - Additional Information (Details) - Stock options and Rsus - shares shares in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
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	0.3	0.1
2026 Senior Notes \| Maximum
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	14.8	11.4	16.1

Stock Based Awards and Other Equity Instruments - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Risk free interest rate	3.70%	3.07%	0.83%
Expected term (in years)	5 years 1 month 28 days	5 years 5 months 1 day	5 years 5 months 12 days
Expected volatility	53.43%	51.63%	49.61%
Expected dividend yield	0.00%	0.00%	0.00%
Weighted-average grant date fair value	$ 10.18	$ 9.93	$ 18.4

Other Long-Term Liabilities

12 Months Ended

Dec. 31, 2023

Other Liabilities, Noncurrent [Abstract]

Other Long-Term Liabilities

NOTE 9: OTHER LONG-TERM LIABILITIES

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


	December 31, 2023		December 31, 2022
	(in millions)
Unrecognized tax benefits (1)	$	153	$	204
Deferred gain on equity method investment (2)		25		28
Long-term income taxes payable (3)		15		27
Other		4		6
Total	$	197	$	265

(1)

Refer to “Note 10: 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. Refer to “Note 10: Income Taxes,” for additional information.

Related Party Transactions - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LTRIP
Related Party Transaction [Line Items]
Related party transactions	$ 0	$ 0	$ 0

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 11: COMMITMENTS AND CONTINGENCIES


			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in millions)
Expected interest payments on 2025 Senior Notes (1)	$	55	$	36	$	19	$	—	$	—
Expected interest payments on 2026 Senior Notes (2)		2		1		1		—		—
Expected commitment fee payments on Credit Facility (3)		6		1		3		2		—
Purchase obligations and other (4)		42		21		20		1		—
Total (5)	$	105	$	59	$	43	$	3	$	—

(1)

(2)

(3)

(4)

(5)

Excluded from the table was $4 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2023.

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, but not limited to, intellectual property rights (including privacy rights and alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition, consumer protection matters and data privacy or cybersecurity 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 10: Income Taxes” for further information on potential contingencies surrounding income taxes.

Stock Based Awards and Other Equity Instruments - Additional Information 2 (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value	$ 10.18	$ 9.93	$ 18.4
Stock-based compensation expense	$ 96	$ 88	$ 120
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of RSUs vested	$ 109	108	144
Restricted stock units, Granted	8,043,000
Weighted Average Grant-Date Fair Value Per Share, Granted	$ 20.8
Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, Granted	164,000
Stephen Kaufer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of stock options			$ 6
Stock-based compensation expense		$ 3
Stephen Kaufer \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of stock based awards allowed to vest as first installment			25.00%
Restricted stock units, Granted			106,382
Weighted Average Grant-Date Fair Value Per Share, Granted			$ 27.26
Stephen Kaufer \| Employee Stock Option [Member] \| Tranche One [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, Granted			115,200
Percentage of stock based awards allowed to vest as first installment			25.00%
Weighted-average grant date fair value			$ 12.59
Stephen Kaufer \| Employee Stock Option [Member] \| Tranche Two [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, Granted			110,026
Weighted-average grant date fair value			$ 13.18

Debt - Summary of Outstanding Debt (Details) - Long-Term Debt - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Outstanding Principal Amount	$ 845	$ 845
Unamortized Debt Issuance Costs	(6)	(9)
Carrying Value	839	836
2025 Senior Notes
Debt Instrument [Line Items]
Outstanding Principal Amount	500	500
Unamortized Debt Issuance Costs	(3)	(5)
Carrying Value	497	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

Income Taxes - Summary of the Components of Our Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current income tax expense (benefit):
Federal	$ 94	$ 37	$ 6
State	25	3	(1)
Foreign	21	26	2
Current income tax expense (benefit)	140	66	7
Deferred income tax expense (benefit):
Federal	(9)	(19)	(21)
State	6	1	(5)
Foreign	(22)	(1)	(18)
Deferred income tax expense (benefit)	(25)	(19)	(44)
Provision (benefit) for income taxes	$ 115	$ 47	$ (37)

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation Adjustments

Accumulated other comprehensive income (loss) is comprised of accumulated foreign currency translation adjustments, as follows as of the dates presented:


	December 31, 2023			December 31, 2022
	(in millions)
Cumulative foreign currency translation adjustments, net of tax (1)	$	(71	)	$	(82	)
Accumulated other comprehensive income (loss)	$	(71	)	$	(82	)

(1)

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

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 10	$ 20	$ (148)

- 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 - Net Notional Principal Amounts of Outstanding Derivative Instruments (Details) - USD ($)
$ in Millions

Dec. 31, 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]

$ 9

$ 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 December 31, 2023 and 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 consolidated balance sheet.

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Components of Property and Equipment, Net

Property and equipment, net consists of the following as of the dates presented:


	December 31, 2023			December 31, 2022
	(in millions)
Capitalized website development	$	510		$	445
Finance lease right-of-use asset (Note 5)		114			114
Leasehold improvements		37			46
Computer equipment and purchased software		64			82
Furniture, office equipment and other		17			19
		742			706
Less: accumulated depreciation		(551	)		(512	)
Total	$	191		$	194

Leases - Components of Lease Expense (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Lease, Cost [Abstract]

Operating lease cost

^[1]

$ 17

$ 19

$ 21

Finance lease cost:

Amortization of right-of-use assets

^[2]

Interest on lease liabilities

^[3]

Total finance lease cost

Sublease income

^[1]

(5)

(9)

(5)

Total lease cost, net

$ 25

$ 23

$ 30

[1]	Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations.
[2]	Amount is included in depreciation expense in our consolidated statements of operations.
[3]	Amount is included in interest expense in our consolidated statements of operations.

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

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

Options Outstanding

Options Outstanding, Beginning balance | shares

5,462

Options Outstanding, Granted | shares

164

Options Outstanding, Cancelled or expired | shares

(1,699)

^[1]

Options Outstanding, Ending balance | shares

3,927

Options Outstanding, Exercisable | shares

2,893

Options Outstanding, Vested and expected to vest | shares

3,781

^[2]

Weighted Average Exercise Price per share

Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares

$ 43.48

Options Granted, Weighted Average Exercise Price | $ / shares

20.15

Options Cancelled or expired, Weighted Average Exercise Price | $ / shares

59.54

^[1]

Options Outstanding, Weighted Average Exercise Price, Ending balance | $ / shares

35.56

Options Exercisable, Weighted Average Exercise Price | $ / shares

39.3

Options Vested and expected to vest, Weighted Average Exercise Price | $ / shares

$ 35.88

^[2]

Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value

Options Outstanding, Weighted Average Remaining Contractual Life

5 years 2 months 12 days

Options Exercisable, Weighted Average Remaining Contractual Life

4 years 1 month 6 days

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

5 years 1 month 6 days

^[2]

Options Outstanding, Aggregate Intrinsic Value | $

$ 2

Options Exercisable, Aggregate Intrinsic Value | $

Options Vested and expected to vest, Aggregate Intrinsic Value | $

$ 2

^[2]

[1]	Inclusive of 1,100,000 stock options awarded in August 2013 to our former CEO, Stephen Kaufer, that expired during the third quarter of 2023. The expiration of these stock options had no impact to our stock-based compensation expense under GAAP during the third quarter of 2023.
[2]	The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

NOTE 8: DEBT

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


December 31, 2023	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
	(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(3	)	$	497
2026 Senior Notes		345		(3	)		342
Total Long-Term Debt	$	845	$	(6	)	$	839

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 and amended and restated in June 2023 (as amended, the “Credit Agreement”), which, among other things, provides for a $500 million secured revolving credit facility (the “Credit Facility”). As of December 31, 2023 and 2022, we had no outstanding borrowings from the Credit Facility. 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 December 31, 2023 and 2022, we had issued $4 million of undrawn standby letters of credit under the Credit Facility. For the years ended December 31, 2023, 2022 and 2021, we recorded total commitment fees on the Credit Facility of $1 million, $1 million and $3 million, respectively, to interest expense on our consolidated statements of operations. The Credit Agreement, among other things, 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. As of December 31, 2023 and 2022, the Company was in compliance with its existing covenants.

We amended the Credit Facility during 2020 to, among other things: suspend the leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring the Company to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity), until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit

utilizations under the revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”).

On May 8, 2023, the Company declared a “Covenant Changeover Date” (as defined in the Credit Agreement as in effect prior to the amendment and restatement), thereby declaring the Company out of the Leverage Covenant Holiday and no longer subject to certain of the restrictive covenants contained in the Credit 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) increase 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 Adjusted Term SOFR rate for the interest period in effect for such borrowing in U.S. dollars, the EURIBO rate for the interest period in effect for such borrowings in Euro and the Daily Simple SONIA rate for the interest period in effect for such borrowings in Sterling; plus, in each case, an applicable margin ranging from 1.75% to 2.50% (“Term Benchmark/RFP Spread”), based on the Company’s total net leverage ratio; or (ii) the Alternate Base Rate (“ABR”), 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 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% plus 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 December 31, 2023, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio.

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 consolidated balance sheet, while deferred financing costs incurred in previous amendments, which were immediately recognized to interest expense on our consolidated statements of operations, were not material. As of December 31, 2023 and 2022, the Company had $4 million and $2 million, respectively, 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 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 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. 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.

2025 Senior Notes

On July 9, 2020, the Company completed the sale of $500 million aggregate principal amount of 7.0% Senior Notes due 2025 (the “2025 Senior Notes”), pursuant to a purchase agreement, dated July 7, 2020, among the Company, the guarantors party thereto and the initial purchasers party thereto in a private offering to qualified institutional buyers. The 2025 Senior Notes were issued pursuant to 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 and are guaranteed 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 any time on or after July 15, 2022 at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the 2025 Indenture), the Company will be required to make an offer to purchase the 2025 Senior Notes at a price equal to 101% of the aggregate principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. These features have been evaluated as embedded derivatives under GAAP; however, the Company has concluded they do not meet the requirements to be accounted for separately.

As of both December 31, 2023 and 2022, unpaid interest on our 2025 Senior Notes was $16 million and was included in accrued expenses and other current liabilities on our consolidated balance sheets, and $35 million was recorded as interest expense on our consolidated statements of operations for each of the years ended December 31, 2023, 2022 and 2021.

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

On March 25, 2021, we entered into a purchase agreement for the sale of $300 million aggregate principal amount of 0.25% Convertible 2026 Senior Notes due 2026 (the “2026 Senior Notes”) in a private offering to qualified institutional buyers. The 2026 Senior Notes included an over-allotment option that provided the initial purchasers of the 2026 Senior Notes with the option to purchase an additional $45 million aggregate principal amount of the 2026 Senior Notes; such over-allotment option was fully exercised. In connection with the issuance of the 2026 Senior Notes, the Company 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 guaranteed by certain of the Company’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year, which began on October 1, 2021. As of December 31, 2023 and 2022, unpaid interest on our 2026 Senior Notes was not material.

conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.

The 2026 Senior Notes are unconditionally guaranteed, on a joint and several basis, by the guarantors on a senior, unsecured basis. The 2026 Senior Notes are our general senior unsecured obligations and rank equally in right of payment with all of our existing and future senior indebtedness, and senior in right of payment to all of our future subordinated indebtedness. The 2026 Senior Notes will be effectively subordinated to any of our existing and future secured indebtedness, including borrowings under the Credit Facility, to the extent of the value of the assets securing such indebtedness.

Holders may convert their 2026 Senior Notes at any time prior to the close of business on the business day immediately preceding January 1, 2026, in multiples of $1,000 principal amount, only under the following conditions and circumstances:

•

during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2026 Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or

•

upon the occurrence of specified corporate events as described in the 2026 Indenture.

In addition, holders may convert their 2026 Senior Notes, in multiples of $1,000 principal amount, at their option at any time beginning on or after January 1, 2026, and prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the 2026 Senior Notes, without regard to the foregoing circumstances.

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 proceeds from the issuance of the 2026 Senior Notes were approximately $340 million, net of debt issuance costs of $5 million comprised primarily of the initial purchasers’ discount, and the Company used a portion of the proceeds from the 2026 Senior Notes to enter into capped call transactions, as discussed below. The Company intends to use the remainder of the proceeds from this offering for general corporate purposes, which may include repayment of debt, including the partial redemption and/or purchase of our 2025 Senior Notes prior to maturity. The debt issuance costs are being amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations. During the years ended December 31, 2023, 2022 and 2021, our effective interest rate on our 2026 Senior Notes, including debt issuance costs, was approximately 0.40%, 0.47% and 0.53%, respectively, and $1 million was recorded as interest expense on our consolidated statements of operations for each of the years ended December 31, 2023, 2022 and 2021.

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.

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 and is 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 our consolidated balance sheet as of both December 31, 2023 and 2022. The Capped Calls are not accounted for as derivatives and their fair value is not remeasured each reporting period. In addition, upon entering into the Capped Calls we recorded an associated deferred tax asset of $9 million, as we made an income tax election allowable under the IRS regulations in order to recover the cost of the Capped Calls as interest expense for income tax purposes only over the term of the 2026 Senior Notes.

- 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.

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+ Details

Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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


	December 31, 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	$	685	$	685	$	685	$	821	$	821	$	821
Level 1:
Money market funds		382		382		382		—		—		—
Level 2:
Term deposits		—		—		—		200		200		200
Total	$	1,067	$	1,067	$	1,067	$	1,021	$	1,021	$	1,021

(1)

We did not have any unrealized gains and losses related to our cash equivalents.

Net Notional Principal Amounts of Outstanding Derivative Instruments

The following table shows the notional principal amounts of our outstanding derivative instruments for the periods presented:


	December 31, 2023		December 31, 2022
	(in millions)
Foreign currency exchange-forward contracts (1)(2)	$	9	$	18

(1)

Schedule of Accounts Receivable, Allowance for Expected Credit Loss


	December 31, 2023		December 31, 2022
	(in millions)
Accounts receivable	$	177	$	173
Contract assets		15		32
Total	$	192	$	205

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


	December 31, 2023		December 31, 2022
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		497		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)		304		281

(1)

Net of $3 million and $5 million of unamortized debt issuance costs as of December 31, 2023 and 2022, respectively.

(2)

(3)

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

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