0000950170-24-091768 | 10-Q | XBRL Viewer

^[1]

$ 24

$ (35)

$ (49)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material

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

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Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 8: INCOME TAXES

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

Our income tax provision was $14 million and $57 million for the three and six months ended June 30, 2024, respectively, and our income tax provision was $20 million and $78 million for the three and six months ended June 30, 2023, respectively. The change in our income tax provision during the six months ended June 30, 2024, when compared to the same period in 2023, was primarily the result of an Internal Revenue Service ("IRS") audit settlement for the 2014 through 2016 tax years, and an adjustment to our existing transfer pricing income tax reserves for subsequent tax years recorded during the three months ended March 31, 2024, as discussed below. Our effective tax rate for the three months ended June 30, 2024 differs from the U.S. federal statutory rate of 21%, primarily due to state taxes and unfavorable stock-based compensation tax effects. Our effective tax rate for the six months ended June 30, 2024 differs from the U.S. federal statutory rate of 21%, primarily due to the result of an IRS audit settlement as noted above.

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


	Six months ended June 30,
	2024			2023
	(in millions)
Income tax expense (benefit) at the federal statutory rate	$	5		$	6
State income taxes, net of effect of federal tax benefit		2			3
Unrecognized tax benefits and related interest		1			4
Stock-based compensation		4			6
Research tax credit		(2	)		(1	)
Change in valuation allowance		(2	)		5
IRS audit settlement		45			31
Transfer pricing reserves adjustment		(4	)		24
Other, net		8			—
Provision (benefit) for income taxes	$	57		$	78

Our accounting policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of June 30, 2024, we had an accrued interest liability of $19 million, which was included in unrecognized tax benefits in other long-term liabilities on our unaudited condensed consolidated balance sheet, and no penalties were accrued.

We are currently under examination by the IRS for the 2014 through 2016 and 2018 tax years and have various ongoing audits for foreign and state income tax returns. These audits include questions regarding or review of the timing and amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. As of June 30, 2024, no material assessments have resulted, except as noted below regarding our 2014 through 2016 standalone IRS audit, and our 2012 through 2016 HM Revenue & Customs (“HMRC”) audit.

As disclosed in our 2023 Annual Report, we received Notices of Proposed Adjustments ("NOPA") from the IRS for the 2014 through 2016 tax years relating to certain transfer pricing arrangements with our foreign subsidiaries. In response, we requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for the 2014 through 2016 tax years. In January 2024, we received notification of a MAP resolution agreement for the 2014 through 2016 tax years, which we accepted in February 2024. During the six months ended June 30, 2024, we recorded additional income tax expense as a discrete item, inclusive of interest, of $45 million related to this settlement on our unaudited condensed consolidated statement of operations, including $46 million recorded during the first quarter of 2024. We reviewed the impact of the acceptance of this settlement position against our existing transfer pricing income tax reserves for the subsequent open tax years during the first quarter of 2024, which resulted in an income tax benefit, inclusive of estimated interest, of $4 million. During the three months ended June 30, 2024, we made a payment to the IRS of $141 million, inclusive of estimated interest, to satisfy this audit settlement. We anticipate a competent authority refund from a foreign jurisdiction and certain federal tax benefits, net of state tax payments due, associated with this IRS audit settlement which will be substantially settled in the next twelve months, resulting in an estimated net cash inflow of $25 million to $35 million, inclusive of related interest. This anticipated refund is reflected in the current income taxes receivable balance of $45 million, partially offset by a lesser amount in income taxes payable consisting of anticipated state tax payments on our unaudited condensed consolidated balance sheet as of June 30, 2024.

As of December 31, 2023, we had recorded $153 million of unrecognized tax benefits, inclusive of interest, classified as other long-term liabilities on our unaudited condensed consolidated balance sheet. As a result of our acceptance of MAP with the IRS for the 2014 through 2016 tax years, and its impact on other ongoing IRS audits, as described above, we reduced this unrecognized tax benefits liability by $79 million during the three months ended March 31, 2024 by reclassifying this balance to current income taxes payable on our unaudited condensed consolidated balance sheet, representing a short-term payment obligation to the IRS, which was subsequently paid during the three months ended June 30, 2024, as noted above.

In addition, as disclosed in our 2023 Annual Report, we received a NOPA from the IRS for the 2009 through 2011 tax years relating to certain transfer pricing arrangements with our foreign subsidiaries. In response, we also requested competent authority assistance under MAP for the 2009 through 2011 tax years. In January 2023, we received a final notice from the IRS regarding a MAP resolution agreement 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 on our unaudited condensed consolidated statement of operations. We reviewed the impact of the acceptance of this settlement position against our existing transfer pricing income tax reserves for the subsequent tax years at that time during the first quarter of 2023, 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 on our unaudited condensed consolidated statement of operations of $55

million for 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.

In January 2021, we received from HMRC an issue closure notice relating to adjustments for the 2012 through 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries and would result in an increase to our 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.

The entire disclosure for income tax.

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

Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 34	$ 25	$ 61	$ 48
Income tax benefit from stock-based compensation	(7)	(5)	(12)	(10)
Total stock-based compensation expense, net of tax	$ 27	$ 20	$ 49	$ 38

Financial Instruments and Fair Value Measurements - Net Notional Principal Amounts of Outstanding Derivative Instruments (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2024
Investments, Debt and Equity Securities [Abstract]
Maximum maturity period of outstanding derivatives are not designated as hedging instruments	90 days

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Income Statement [Abstract]

Revenue (Note 3)

^[1]

$ 497

$ 494

$ 892

$ 865

Costs and expenses:

Selling and marketing

263

270

484

488

Technology and content

151

139

General and administrative

112

Depreciation and amortization

Total costs and expenses

461

450

870

835

Operating income (loss)

Other income (expense):

Interest expense

(11)

(22)

Interest income

Other income (expense), net

(1)

(3)

(1)

Total other income (expense), net

(1)

Income (loss) before income taxes

(Provision) benefit for income taxes (Note 8)

(14)

(20)

(57)

(78)

Net income (loss)

^[2]

$ 24

$ (35)

$ (49)

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

Basic

$ 0.17

$ (0.25)

$ (0.35)

Diluted

$ 0.17

$ (0.25)

$ (0.35)

Weighted average common shares outstanding (Note 12):

Basic

139,234

139,881

138,836

140,666

Diluted

145,218

145,115

138,836

140,666

[1]	Our revenue is recognized primarily at a point in time for all reportable segments.
[2]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material

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

6 Months Ended

Jun. 30, 2024

USD ($)

$ / shares

RSUs outstanding

Unvested outstanding, Beginning balance | shares

11,520,000

Unvested RSUs, Granted | shares

5,314,000

Unvested RSUs, Vested and released | shares

(2,859,000)

^[1]

Unvested RSUs, Canceled | shares

(907,000)

Unvested outstanding, Ending balance | shares

13,068,000

^[2]

Weighted Average Grant-Date Fair Value Per Share

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

$ 23.06

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

26.49

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

23.89

^[1]

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

24.31

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

$ 24.19

^[2]

Aggregate Intrinsic Value

Unvested RSUs outstanding, Aggregate Intrinsic Value | $

$ 233

^[2]

[1]

Inclusive of approximately 620,000 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 does not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

Stock Based Awards and Other Equity Instruments

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock Based Awards and Other Equity Instruments

NOTE 10: 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 unaudited condensed consolidated statements of operations during the periods presented:


	Three months ended						Six months ended
	June 30,						June 30,
	2024			2023			2024			2023
	(in millions)						(in millions)
Total stock-based compensation expense	$	34		$	25		$	61		$	48
Income tax benefit from stock-based compensation		(7	)		(5	)		(12	)		(10	)
Total stock-based compensation expense, net of tax	$	27		$	20		$	49		$	38

We capitalized $3 million and $6 million of stock-based compensation expense as website development costs during the three and six months ended June 30, 2024, respectively, and $3 million and $5 million during the three and six months ended June 30, 2023, respectively.

Stock-Based Award Activity and Valuation

2024 Stock Option Activity

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


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding at December 31, 2023		3,927		$	35.56
Granted		42			25.50
Exercised (1)		(80	)		24.36
Canceled or expired		(234	)		48.13
Options outstanding at June 30, 2024		3,655		$	34.88		4.7	$	—
Exercisable as of June 30, 2024		2,900		$	37.90		3.8	$	—
Vested and expected to vest after June 30, 2024 (2)		3,655		$	34.88		4.7	$	—

(1)

Inclusive of approximately 67,000 stock options withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2023 Stock and Annual Incentive Plan (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)

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 weighted-average grant date fair value of stock options issued during the six months ended June 30, 2024 and 2023, using a Black-Scholes Merton option-pricing model, was $13.64 and $10.46, respectively. The total fair value of stock options vested was $4 million for both the six months ended June 30, 2024 and 2023, respectively. Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of June 30, 2024 was $17.81. The total intrinsic value of stock options exercised was not material for the six months ended June 30, 2024 and 2023.

2024 Restricted Stock Units ("RSUs") Activity

A summary of our RSUs 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, 2023		11,520		$	23.06
Granted		5,314			26.49
Vested and released (1)		(2,859	)		23.89
Canceled		(907	)		24.31
Unvested RSUs outstanding as of June 30, 2024 (2)		13,068		$	24.19	$	233

(1)

(2)

RSUs are measured at fair value based on the quoted price of our common stock at the date of grant. We amortize the grant-date fair value of RSUs as stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. The total fair value of RSUs vested was $68 million and $71 million for the six months ended June 30, 2024 and 2023, respectively.

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

         
        PSUs (1)

        MSUs (2)

         
        Weighted

        Weighted

         
        Average

        Average

         
        Grant-

        Aggregate

        Grant-

        Aggregate

         
        Date Fair

        Intrinsic

        Date Fair

        Intrinsic

         
        Outstanding

        Value Per Share

        Value

        Outstanding

        Value Per Share

        Value

         
        (in thousands)

        (in millions)

        (in thousands)

        (in millions)

        Unvested and outstanding as of December 31, 2023

        519

        $18.45

        572

        $10.35

        Unvested and outstanding as of June 30, 2024

        937

        $23.17

        $17

        491

        $10.53

        $9

(1)

Represents PSUs awarded in February 2023 and March 2024. The February 2023 PSU awards provide for vesting in two equal annual installments on each of December 31, 2024 and December 31, 2025, if and to the extent the Company achieves pre-determined revenue and adjusted EBITDA metrics (each weighted 50%) established by the Compensation Committee and Section 16 Committee of its Board of Directors (jointly, the "Compensation Committees"). The March 2024 PSU awards provide for vesting in two equal annual installments on each of December 31, 2025 and December 31, 2026, if and to the extent the Company achieves pre-determined revenue and adjusted EBITDA metrics (each weighted 50%) established by the Compensation Committees. The estimated grant-date fair values per PSU were 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.

Total current income tax benefits associated with the exercise or settlement of Tripadvisor stock-based awards held by our employees was $4 million and $7 million during the three and six months ended June 30, 2024, respectively, and $3 million and $6 million during the three and six months ended June 30, 2023, respectively.

As of June 30, 2024, total unrecognized compensation cost related to stock-based awards, substantially RSUs, was $307 million, which the Company expects to recognize over a weighted-average period of 2.8 years.

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Numerator:

Weighted average shares used to compute Basic EPS

^[1]

$ 24

$ (35)

$ (49)

Denominator:

139,234

139,881

138,836

140,666

Weighted average effect of dilutive securities:

Stock-based awards (Note 10)

1,310

560

2026 Senior Notes (Note 6)

4,674

Weighted average shares used to compute Diluted EPS

145,218

145,115

138,836

140,666

Basic EPS

$ 0.17

$ (0.25)

$ (0.35)

Diluted EPS

$ 0.17

$ (0.25)

$ (0.35)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
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

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 12: EARNINGS PER SHARE

We compute basic earnings per share ("Basic EPS") by dividing net income (loss) by the weighted average number of common shares outstanding during the period. We compute diluted earnings per share ("Diluted EPS") by dividing net income (loss) by the sum of the weighted average number of common shares outstanding including the dilutive effect of stock-based awards as determined under the treasury stock method and of the 2026 Senior Notes using the if-converted method, as share settlement is presumed, under GAAP. In periods when we recognize a net loss, we exclude the impact of outstanding stock-based awards and the potential share settlement impact related to the 2026 Senior Notes from the Diluted EPS calculation as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, such as for the six months ended June 30, 2024 and 2023, 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.

Additionally, in periods when the 2026 Senior Notes are dilutive, interest expense, net of tax, is added back to net income (loss) (the “numerator”) to calculate Diluted EPS. The Capped Calls are excluded from the calculation of Diluted EPS, as they would be antidilutive. However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026 Senior Notes from the conversion price up to the cap price. As of June 30, 2024 and 2023, the market price of a share of our common stock did not exceed the $107.36 cap price.

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024			2023
	(shares in thousands and $ in millions, except per share amounts)
Numerator:
Net income (loss) (1)	$	24	$	24	$	(35	)	$	(49	)
Denominator:
Weighted average shares used to compute Basic EPS		139,234		139,881		138,836			140,666
Weighted average effect of dilutive securities:
Stock-based awards (Note 10)		1,310		560		—			—
2026 Senior Notes (Note 6)		4,674		4,674		—			—
Weighted average shares used to compute Diluted EPS		145,218		145,115		138,836			140,666
Basic EPS	$	0.17	$	0.17	$	(0.25	)	$	(0.35	)
Diluted EPS	$	0.17	$	0.17	$	(0.25	)	$	(0.35	)

(1)

Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material.

Potential common shares, consisting of outstanding stock options, RSUs, and those issuable under the 2026 Senior Notes, totaling approximately 13.5 million shares and 22.1 million shares for the three and six months ended June 30, 2024, respectively, and approximately 16.1 million shares and 22.4 million shares for the three and six months ended June 30, 2023, respectively, have been excluded from the Diluted EPS calculation because their effect would have been antidilutive. In addition, potential common shares from certain performance-based awards of approximately 1.5 million shares for both the three and six months ended June 30, 2024, respectively, and approximately 1.1 million shares for both the three and six months ended June 30, 2023, respectively, for which all

targets required to trigger vesting had not been achieved, were also excluded from the calculation of weighted average shares used to compute Diluted EPS.

The earnings per share amounts are the same for 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.

Earnings Per Share - Additional Information (Details) - Stock Options and RSUs shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024 shares	Jun. 30, 2023 shares	Jun. 30, 2024 shares	Jun. 30, 2023 shares
Performance-Based Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1.5	1.1	1.5	1.1
2026 Senior Notes \| Maximum
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Cap price			107.36	107.36
Antidilutive securities excluded from computation of earnings per share, amount	13.5	16.1	22.1	22.4

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

Total

Class B Common Stock

Common Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Treasury Stock

Beginning balance at Dec. 31, 2022

$ 861

$ 1,404

$ 261

$ (82)

$ (722)

Beginning balance, shares at Dec. 31, 2022

12,799,999

146,891,538

(18,844,614)

(49)

^[1]

(49)

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

1,751,107

(4,724,729)

Withholding taxes on net share settlements of equity awards

(75)

$ (75)

(12)

Ending balance at Jun. 30, 2023

781

1,445

212

(79)

$ (797)

Ending balance, shares at Jun. 30, 2023

12,799,999

148,642,645

(23,569,343)

Beginning balance at Mar. 31, 2023

808

1,420

188

(78)

$ (722)

Beginning balance, shares at Mar. 31, 2023

12,799,999

148,090,833

(18,844,614)

^[1]

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

$ (1)

(1)

551,812

(4,724,729)

Withholding taxes on net share settlements of equity awards

$ (75)

(3)

Ending balance at Jun. 30, 2023

781

1,445

212

(79)

$ (797)

Ending balance, shares at Jun. 30, 2023

12,799,999

148,642,645

(23,569,343)

Beginning balance at Dec. 31, 2023

$ 871

1,493

271

(71)

$ (822)

Beginning balance, shares at Dec. 31, 2023

124,881,494

12,799,999

149,775,361

(24,893,867)

$ (35)

^[1]

(35)

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

(7)

2,252,067

(1,366,385)

Withholding taxes on net share settlements of equity awards

(25)

$ (25)

(14)

Ending balance at Jun. 30, 2024

$ 857

1,546

236

(78)

$ (847)

Ending balance, shares at Jun. 30, 2024

125,767,176

12,799,999

152,027,428

(26,260,252)

Beginning balance at Mar. 31, 2024

$ 825

1,513

212

(78)

$ (822)

Beginning balance, shares at Mar. 31, 2024

12,799,999

151,237,501

(24,893,867)

^[1]

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

$ 0

789,927

(1,366,385)

Withholding taxes on net share settlements of equity awards

$ (25)

(4)

Ending balance at Jun. 30, 2024

$ 857

$ 1,546

$ 236

$ (78)

$ (847)

Ending balance, shares at Jun. 30, 2024

125,767,176

12,799,999

152,027,428

(26,260,252)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material

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

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

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Jun. 30, 2023

Mar. 31, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

(Provision) benefit for income taxes

$ 14

$ 20

$ 57

$ 78

Federal statutory rate

21.00%

Unrecognized tax accured interest liability

^[1]

$ 76

$ 153

Accrued penalties

Deferred income tax expense (benefit)

(9)

$ (9)

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

$ 55

Unrecognized tax benefits liability

$ 79

Income tax receivable

$ 0

IRS

Mutual Agreement Procedure | IRS

Federal tax payment

141

$ 113

Deferred income tax expense (benefit)

(4)

Estimated range of income tax expense inclusive of interest

$ 31

Estimated range of income tax expense inclusive of interest on settlement of 2014 to 2016 IRS audits assessment

$ 46

Minimum | Tax Years 2014 Through 2016

Estimated net cash inflow

Minimum | Tax Years 2012 Through 2016

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

Maximum | Tax Years 2014 Through 2016

Estimated net cash inflow

Maximum | Tax Years 2012 Through 2016

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

Accrued Liabilities

Unrecognized tax accured interest liability

$ 19

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

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2024
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2: SIGNIFICANT ACCOUNTING POLICIES There have been no material changes to our accounting policies since December 31, 2023, as described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our 2023 Annual Report. 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. We are currently considering our timing of adoption and are in the process of evaluating the impact of adopting this newly issued accounting rule on our consolidated financial statements and related disclosures. 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 will adopt this guidance with our Annual Report on Form 10-K for the year ended December 31, 2024. The Company is in the process of evaluating changes which may be required to support our future reportable segment disclosures in order to comply with this new guidance, including evaluation of internal reporting, operational processes, controls, and other areas. We will continue to provide updates related to the adoption of this new standard, as known.

Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2024 shares
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options withheld to satisfy withholding tax requirements	67,000

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.

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Debt - Summary of Outstanding Debt (Parenthetical) (Details) - Long-Term Debt	Jun. 30, 2024	Dec. 31, 2023
7.00% 2025 Senior Notes due 2025
Debt Instrument [Line Items]
Debt instrument, interest rate	7.00%	7.00%
0.25% Convertible 2026 Senior Notes due 2026
Debt Instrument [Line Items]
Debt instrument, interest rate	0.25%	0.25%

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.

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Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2024 shares
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs withheld to satisfy withholding tax requirements	620,000

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.

Investments, All Other Investments [Abstract]

Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Financial Instruments and Fair Value Measurements

NOTE 4: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

Cash, Cash Equivalents and Marketable Securities

As of June 30, 2024 and December 31, 2023, we had approximately $1.2 billion and $1.1 billion of cash and cash equivalents, respectively, which consisted of available on demand bank 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 June 30, 2024 or December 31, 2023, and there were no purchases or sales of any marketable securities during and for the three and six months ended June 30, 2024 and 2023.

The following table shows our cash and cash equivalents that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy, as well as their classification on our unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023:


	June 30, 2024						December 31, 2023
	Amortized Cost		Fair Value (1)		Cash and Cash Equivalents		Amortized Cost		Fair Value (1)		Cash and Cash Equivalents
	(in millions)
Cash	$	861	$	861	$	861	$	685	$	685	$	685
Level 1:
Money market funds		315		315		315		382		382		382
Total	$	1,176	$	1,176	$	1,176	$	1,067	$	1,067	$	1,067

(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 three and six months ended June 30, 2024 and 2023, our forward contracts were not designated as hedges and generally had maturities of less than 90 days. Our outstanding or unsettled forward contracts are carried at fair value on our unaudited condensed consolidated balance sheets as of both June 30, 2024 and December 31, 2023. We measure the fair value of 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 foreign currency forward contracts in other income (expense), net on our unaudited condensed consolidated statement of operations, which was not material during any of the periods presented.

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


	June 30, 2024		December 31, 2023
	(in millions)
Foreign currency exchange-forward contracts (1) (2)	$	33	$	9

(1)

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

(2)

The fair value of our outstanding derivatives as of June 30, 2024 and December 31, 2023, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the unaudited condensed consolidated balance sheets.

Counterparties to our outstanding forward contracts consist of major global financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. We do not use derivatives for trading or speculative purposes. We did not enter into any cash flow, fair value or net investment hedges as of June 30, 2024 or December 31, 2023.

Other Financial Assets and Liabilities

As of June 30, 2024 and December 31, 2023, financial instruments not measured at fair value on a recurring basis including accounts payable, accrued expenses and other current liabilities, and deferred merchant payables, were carried at cost on our unaudited condensed consolidated balance sheets, which approximates their fair values because of the short-term nature of these items. Accounts receivable, 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 unaudited condensed consolidated balance sheets 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:


	June 30, 2024		December 31, 2023
	(in millions)
Accounts receivable	$	227	$	177
Contract assets		26		15
Total	$	253	$	192

Accounts receivable are recognized when the right to consideration becomes unconditional, and are recorded net of an allowance for expected credit losses. We record accounts receivable at the invoiced amount. Our customer invoices are generally due from customers 30 days from the time of invoicing. 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. During the periods ended June 30, 2024 and December 31, 2023, there were no significant changes in contract assets 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 the 2025 Senior Notes and 2026 Senior Notes as of the dates presented, which are classified as long-term debt on our unaudited condensed consolidated balance sheets and are considered Level 2 fair value measurements. Refer to “Note 6: Debt” for additional information on the 2025 Senior Notes and 2026 Senior Notes.


	June 30, 2024		December 31, 2023
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		498		497
Fair value amount (2)		502		502

2026 Senior Notes
Aggregate principal amount	$	345	$	345
Carrying value amount (1)		343		342
Fair value amount (2)		314		304

(1)

Net of $2 million and $3 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively.

(2)

We estimate the fair value of the 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.

The Company did not have any assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs as of June 30, 2024 and December 31, 2023.

Risks and Concentrations

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

Financial instruments, which potentially subject us to concentration of credit risk, generally consist, at any point in time, of cash and cash equivalents, corporate debt securities, forward contracts, capped calls, and accounts receivable. We maintain cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits in the U.S. and similar 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.

Assets Measured at Fair Value on a Non-recurring Basis

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

The Company owns a 40% equity investment in Chelsea Investment Holding Company PTE Ltd., which is majority owned by Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited. The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence, but not control, over the investee. The carrying value of this minority investment was $29 million and $30 million as of June 30, 2024 and December 31, 2023, respectively, and is included in non-marketable investments on our unaudited condensed consolidated balance sheets. During both the six months ended June 30, 2024 and 2023, we recognized $1 million, representing our share of the investee’s net loss in other income (expenses), net within the unaudited condensed consolidated statements of operations. The Company evaluates this investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment based on Level 3 inputs, is recognized in earnings when an impairment is deemed to be other than temporary. During the three and six months ended June 30, 2024 and 2023, we did not record any impairment loss on this equity investment.

The Company maintains various commercial agreements with Chelsea Investment Holding Company PTE Ltd. and/or its subsidiaries. Transactions under these agreements are considered related-party transactions, and were not material during the three and six months ended June 30, 2024 and 2023.

Other Long-Term Assets

The Company holds collateralized notes (the “Notes Receivable”) issued by a privately held company with a total principal amount of $20 million. The Company has classified the Notes Receivable as held-to-maturity, as the Company has concluded it has the positive intent and ability to hold the Notes Receivable until maturity, with 50% due in eight years and the remaining 50% due 10 years from the issuance date of June 2020, or the date on which there is a change in control, whichever is earlier. As of both June 30, 2024 and December 31, 2023, the carrying value of the Notes Receivable was $9 million, net of accumulated allowance for credit losses, and is classified in other long-term assets, net on our unaudited condensed consolidated balance sheets at amortized cost. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether the Notes Receivable are impaired and monitor for changes to our allowance for credit losses.

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

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Jul. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Registrant Name	TRIPADVISOR, INC.
Trading Symbol	TRIP
Entity Central Index Key	0001526520
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity File Number	001-35362
Entity Tax Identification Number	80-0743202
Entity Address, Address Line One	400 1st Avenue
Entity Address, City or Town	Needham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02494
City Area Code	781
Local Phone Number	800-5000
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common stock
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Common Stock, Unclassified
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		125,837,794
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,799,999

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

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.

Debt - Two Thousand Twenty Six Senior Notes - Additional Information (Details) - 2026 Senior Notes - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Debt Instrument [Line Items]
Debt issuance costs, Percentage	0.40%	0.50%
Capped call transactions cost	$ 35

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.

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

^[1]

$ 497

$ 494

$ 892

$ 865

Depreciation and amortization

143

123

(21)

(42)

(34)

(25)

(61)

(48)

Restructuring and other related reorganization costs

(4)

^[2]

(14)

^[3]

(1)

Non-recurring income (expense)

(2)

^[4]

(3)

^[4]

(3)

^[5]

Operating income (loss)

Other income (expense), net

(1)

Income (loss) before income taxes

(Provision) benefit for income taxes

(14)

(20)

(57)

(78)

Net income (loss)

^[6]

(35)

(49)

Intersegment

Third-Party

Reportable Segments | Brand Tripadvisor

497

494

892

865

^[1],[7]

250

279

490

523

^[7]

161

168

Restructuring and other related reorganization costs

^[7]

^[2]

^[3]

^[7]

Reportable Segments | Viator

^[1],[8]

244

216

385

331

^[8]

(2)

(18)

(31)

Restructuring and other related reorganization costs

^[8]

^[2]

^[3]

^[8]

Reportable Segments | TheFork

^[1],[9]

^[9]

(4)

(14)

Restructuring and other related reorganization costs

^[9]

^[2]

^[3]

^[9]

(1)

Reportable Segments | Intersegment | Brand Tripadvisor

Reportable Segments | Intersegment | Viator

^[7]

Reportable Segments | Intersegment | TheFork

^[8]

Reportable Segments | Third-Party | Brand Tripadvisor

^[9]

Reportable Segments | Third-Party | Viator

^[7]

211

240

424

461

Reportable Segments | Third-Party | TheFork

^[8]

244

216

385

331

Corporate and Eliminations

^[9]

(39)

(66)

(62)

Depreciation and amortization

(21)

(42)

(34)

(25)

(61)

(48)

Restructuring and other related reorganization costs

(4)

^[2]

(14)

^[3]

Non-recurring income (expense)

(2)

^[4]

(3)

^[4]

(3)

^[5]

Corporate and Eliminations | Intersegment

Corporate and Eliminations | Third-Party

(39)

(66)

(62)

Revenue from Contract with Customer [Abstract]

$ 0

[1]	Our revenue is recognized primarily at a point in time for all reportable segments.
[2]	Represents a one-time charge of $4 million during the second quarter of 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations. This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while the liability for the three months ended June 30, 2024 and all prospective periods are and will be included within adjusted EBITDA, respectively.
[3]	Includes a one-time charge of $4 million during the second quarter of 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022, as noted above. In addition, this amount includes an estimated accrual for the potential settlement of a regulatory related matter of $10 million, expensed during the first quarter of 2024. Refer to "Note 9: Commitments and Contingencies" for further information. These costs are reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations.
[4]	The Company expensed certain transaction related costs of $2 million and $3 million during the three and six months ended June 30, 2024, respectively, to general and administrative expenses on our unaudited condensed consolidated statement of operations. The Company considers such costs to be non-recurring in nature.
[5]	The Company expensed $3 million of previously capitalized transaction related costs during the first quarter of 2023 to general and administrative expenses on our unaudited condensed consolidated statement of operations. The Company considers such costs to be non-recurring in nature
[6]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material
[7]	Corporate general and administrative personnel costs of $2 million and $4 million for the three and six months ended June 30, 2024, respectively, and $2 million and $3 million for the three and six months ended June 30, 2023, respectively, were allocated to the Viator and TheFork segments.
[8]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $1 million and $2 million for the three and six months ended June 30, 2024, respectively, and $1 million for both the three and six months ended June 30, 2023.
[9]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $1 million and $2 million for the three and six months ended June 30, 2024, respectively, and $1 million and $2 million for the three and six months ended June 30, 2023, respectively.

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents (Note 4)	$ 1,176	$ 1,067
Accounts receivable, net (allowance for expected credit losses of $25 and $21, respectively) (Note 4)	253	192
Income taxes receivable (Note 8)	45	0
Prepaid expenses and other current assets	65	38
Total current assets	1,539	1,297
Property and equipment, net of accumulated depreciation of $569 and $551, respectively	189	191
Operating lease right-of-use assets	19	15
Intangible assets, net of accumulated amortization of $204 and $208, respectively	39	43
Goodwill	822	829
Non-marketable investments (Note 4)	31	32
Deferred income taxes, net	95	86
Other long-term assets, net of allowance for credit losses of $10 and $10, respectively (Note 4)	45	44
TOTAL ASSETS	2,779	2,537
Current liabilities:
Accounts payable	39	28
Deferred merchant payables	444	237
Deferred revenue (Note 3)	86	49
Income taxes payable (Note 8)	43	6
Accrued expenses and other current liabilities (Note 5)	304	252
Total current liabilities	916	572
Long-term debt (Note 6)	841	839
Finance lease obligation, net of current portion	47	51
Operating lease liabilities, net of current portion	13	6
Deferred income taxes, net	1	1
Other long-term liabilities (Note 7)	104	197
Total Liabilities	1,922	1,666
Commitments and contingencies (Note 9)
Stockholders' equity: (Note 11)
Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0, respectively	0	0
Common stock	0	0
Additional paid-in capital	1,546	1,493
Retained earnings	236	271
Accumulated other comprehensive income (loss)	(78)	(71)
Treasury stock-common stock, at cost, 26,260,252 and 24,893,867 shares, respectively	(847)	(822)
Total Stockholders’ Equity	857	871
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	2,779	2,537
Class B Common Stock
Stockholders' equity: (Note 11)
Common stock	$ 0	$ 0

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		6 Months Ended
	Sep. 07, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule Of Capitalization Equity [Line Items]
Repurchase of shares of common stock authorized	$ 250
Repurchase Program, Period in Force	2 years
Repurchase of common stock, shares		1,366,385	4,724,729
Average price of shares repurchased, common stock		$ 18.28	$ 15.85
Aggregate cost of shares repurchased, common stock		$ 25	$ 75	$ 25	$ 75
Remaining authorized share repurchased amount		$ 200		$ 200

Revenue Recognition (Tables)

6 Months Ended

Jun. 30, 2024

Reconciliation of Disaggregated Revenue to Segment Revenue

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


	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
Major products/revenue sources (1):	(in millions)
Brand Tripadvisor:
Tripadvisor-branded hotels	$	150		$	174		$	309		$	343
Media and advertising		41			42			73			72
Tripadvisor experiences and dining (2)		48			50			84			83
Other		11			13			24			25
Total Brand Tripadvisor		250			279			490			523

Viator		244			216			385			331
TheFork		42			38			83			73
Intersegment eliminations (2)		(39	)		(39	)		(66	)		(62	)
Total Revenue	$	497		$	494		$	892		$	865

(1)

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

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

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9: COMMITMENTS AND CONTINGENCIES

As of June 30, 2024, there have been no material changes to our commitments and contingencies since December 31, 2023, except as discussed below. Refer to “Note 12: Commitments and Contingencies,” in the notes to our consolidated financial statements in Item 8 of our 2023 Annual Report.

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, except for certain known income tax matters discussed in “Note 8: Income Taxes.” 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.

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

As of June 30, 2024, we have an accrual in the amount of $10 million in accrued expenses and other current liabilities in our unaudited condensed consolidated balance sheet, as an estimated potential settlement of a regulatory related matter within our alternative accommodation rentals offering. This amount was accrued during the three months ended March 31, 2024, and is included in general and administrative expenses in our unaudited condensed consolidated statements of operations for the six months ended June 30, 2024. This accrual is based on our best estimate of probable loss; the ultimate resolution of this contingency may be greater or less than the liability recorded.

Other Long-Term Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Other Liabilities, Noncurrent [Abstract]

Schedule of Other Long-Term Liabilities

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


	June 30, 2024		December 31, 2023
	(in millions)
Unrecognized tax benefits (1)	$	76	$	153
Deferred gain on equity method investment (2)		24		25
Long-term income taxes payable (3)		—		15
Other		4		4
Total	$	104	$	197

(1)

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

(2)

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

(3)

Amount relates to the long-term portion of transition tax payable related to the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act"), which was reclassified to current income taxes payable on our unaudited condensed consolidated balance sheet during the second quarter of 2024, reflecting its anticipated payment within the next twelve months.

Segment Information - Additional Information (Details)	6 Months Ended
Segment Information - Additional Information (Details)	Jun. 30, 2024 Segment
Segment Reporting [Abstract]
Number of reportable segment	3

Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

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


	June 30, 2024						December 31, 2023
	Amortized Cost		Fair Value (1)		Cash and Cash Equivalents		Amortized Cost		Fair Value (1)		Cash and Cash Equivalents
	(in millions)
Cash	$	861	$	861	$	861	$	685	$	685	$	685
Level 1:
Money market funds		315		315		315		382		382		382
Total	$	1,176	$	1,176	$	1,176	$	1,067	$	1,067	$	1,067

(1)

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

Notional Principal Amounts of Outstanding Derivative Instruments

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


	June 30, 2024		December 31, 2023
	(in millions)
Foreign currency exchange-forward contracts (1) (2)	$	33	$	9

(1)

(2)

Schedule of Accounts Receivable, Allowance for Expected Credit Loss


	June 30, 2024		December 31, 2023
	(in millions)
Accounts receivable	$	227	$	177
Contract assets		26		15
Total	$	253	$	192

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


	June 30, 2024		December 31, 2023
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		498		497
Fair value amount (2)		502		502

2026 Senior Notes
Aggregate principal amount	$	345	$	345
Carrying value amount (1)		343		342
Fair value amount (2)		314		304

(1)

Net of $2 million and $3 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively.

(2)

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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Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jan. 01, 2024	Dec. 31, 2023	Jan. 01, 2023
Disaggregation Of Revenue [Line Items]
Deferred revenue	$ 86		$ 86		$ 49	$ 49	$ 44
Revenue recognized	10	$ 8	38	$ 36
Revenue refunded due to cancellation	$ 1	$ 1	$ 3	$ 3

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.

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

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

Jun. 30, 2024

Dec. 31, 2023

Cash and Cash Equivalents, Fair Value Disclosure

^[1]

$ 1,176

$ 1,067

Cash and cash equivalents, Amortized Cost

1,176

1,067

Cash [Member]

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

Cash, Amortized Cost

861

685

Cash Fair Value

^[1]

861

685

Cash equivalents, Fair Value

861

685

Level 1 | Money Market Funds [Member]

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

Amortized Cost

315

382

Cash equivalents, Fair Value

^[1]

315

382

Cash and Cash Equivalents, Fair Value Disclosure

$ 315

$ 382

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

Stock Based Awards and Other Equity Instruments (Tables)

6 Months Ended

Jun. 30, 2024

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

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


	Three months ended						Six months ended
	June 30,						June 30,
	2024			2023			2024			2023
	(in millions)						(in millions)
Total stock-based compensation expense	$	34		$	25		$	61		$	48
Income tax benefit from stock-based compensation		(7	)		(5	)		(12	)		(10	)
Total stock-based compensation expense, net of tax	$	27		$	20		$	49		$	38

Summary of Stock Option Activity

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


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding at December 31, 2023		3,927		$	35.56
Granted		42			25.50
Exercised (1)		(80	)		24.36
Canceled or expired		(234	)		48.13
Options outstanding at June 30, 2024		3,655		$	34.88		4.7	$	—
Exercisable as of June 30, 2024		2,900		$	37.90		3.8	$	—
Vested and expected to vest after June 30, 2024 (2)		3,655		$	34.88		4.7	$	—

(1)

(2)

Summary of RSU Activity

A summary of our RSUs 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, 2023		11,520		$	23.06
Granted		5,314			26.49
Vested and released (1)		(2,859	)		23.89
Canceled		(907	)		24.31
Unvested RSUs outstanding as of June 30, 2024 (2)		13,068		$	24.19	$	233

(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, 2023

        519

        $18.45

        572

        $10.35

        Unvested and outstanding as of June 30, 2024

        937

        $23.17

        $17

        491

        $10.53

        $9

(1)

(2)

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.

Segment Information - Summary of Segment Information (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
General and administrative	$ 56		$ 47		$ 112	$ 96
Estimated potential settlement of a regulatory matter					10
Canada digital service tax	4
Viator
Segment Reporting Information [Line Items]
General and administrative	1		1		2	1
TheFork
Segment Reporting Information [Line Items]
General and administrative	1		1		2	2
Brand Tripadvisor
Segment Reporting Information [Line Items]
General and administrative	2		$ 2		4	$ 3
General and Administrative
Segment Reporting Information [Line Items]
Transaction costs	$ 2				$ 3
Estimated potential settlement of a regulatory matter		$ 10
Capitalized Transaction Cost				$ 3

Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt

NOTE 6: DEBT

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


June 30, 2024	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
7.00% 2025 Senior Notes due 2025	$	500	$	(2	)	$	498
0.25% Convertible 2026 Senior Notes due 2026		345		(2	)		343
Total Long-Term Debt	$	845	$	(4	)	$	841

December 31, 2023	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
7.00% 2025 Senior Notes due 2025	$	500	$	(3	)	$	497
0.25% Convertible 2026 Senior Notes due 2026		345		(3	)		342
Total Long-Term Debt	$	845	$	(6	)	$	839

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 (the “Credit Agreement”), which, among other things, provides for a $500 million secured revolving credit facility (the “Credit Facility”). The Credit Facility has a maturity date of 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).

As of June 30, 2024 and December 31, 2023, we had no outstanding borrowings under the Credit Facility. The Credit Facility also includes $15 million of borrowing capacity available for letters of credit and $40 million for swing-line borrowings on same-day notice. As of June 30, 2024 and December 31, 2023, we had issued $3 million and $4 million, respectively, of undrawn standby letters of credit under the Credit Facility. For both the three and six months ended June 30, 2024 and 2023, total interest expense and commitment fees on our Credit Facility was not material. The Credit Agreement, among other things, requires us to maintain a maximum total net leverage ratio of 4.5 to 1.0 and contains certain customary affirmative and negative covenants and events of default, including a change of control.

On July 8, 2024, the Company entered into the First Amendment to its Credit Agreement (the “Amendment”). Among other things, the Amendment provides for a new $500 million term loan B credit facility maturing July 8, 2031, with an interest rate based on SOFR plus 2.75% (the “Term Loan B Facility”). On July 15, 2024, the Company used proceeds from the Term Loan B Facility, to fully redeem the $500 million of outstanding debt related to our 2025 Senior Notes. Refer to “Note 14: Subsequent Events” for more information about the Amendment and the Term Loan B Facility.

2025 Senior Notes

As of both June 30, 2024 and December 31, 2023, unpaid interest on the 2025 Senior Notes of $16 million was included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheets, and $9 million and $18 million was recorded as interest expense on our unaudited condensed consolidated statements of operations during both the three and six months ended June 30, 2024 and 2023, respectively.

On July 15, 2024, as noted above, the Company redeemed all $500 million aggregate principal amount of the Company’s outstanding 2025 Senior Notes. Refer to “Note 14: Subsequent Events” for more information about the redemption of the 2025 Senior Notes.

2026 Senior Notes

During the three and six months ended June 30, 2024 and 2023, our effective interest rate, including debt issuance costs, was approximately 0.40% and 0.50%, respectively, and total interest expense incurred from the 2026 Senior Notes was not material in any period. As of June 30, 2024 and December 31, 2023, unpaid interest on the 2026 Senior Notes was also not material.

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 at a cost of approximately $35 million.

The Capped Calls are considered indexed to our own stock and are considered equity classified under GAAP, and therefore included as a reduction to additional paid-in-capital within stockholders’ equity on the unaudited condensed consolidated balance sheets as of both June 30, 2024 and December 31, 2023. The Capped Calls are not accounted for as derivatives and their fair value is not remeasured each reporting period.

Refer to “Note 8: Debt” in the notes to consolidated financial statements in Item 8 of our 2023 Annual Report, for additional information pertaining to redemption, conversion, and repurchase features or terms regarding the Credit Facility, 2025 Senior Notes, 2026 Senior Notes or Capped Calls.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Income Taxes - Reconciliation of the (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax expense (benefit) at the federal statutory rate			$ 5	$ 6
State income taxes, net of effect of federal tax benefit			2	3
Unrecognized tax benefits and related interest			1	4
Stock-based compensation			4	6
Research tax credit			(2)	(1)
Change in valuation allowance			(2)	5
IRS audit settlement			45	31
Transfer pricing reserves adjustment			(4)	24
Other, net			8	0
Provision (benefit) for income taxes	$ 14	$ 20	$ 57	$ 78

Segment Information

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Information

NOTE 13: SEGMENT INFORMATION

We have three reportable segments: (1) Brand Tripadvisor; (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 service offerings; and (4) Other revenue – consisting of cruises, alternative accommodation rentals, flights, and rental cars revenue. The nature of the services provided and related revenue recognition policies are summarized by reportable segment in “Note 3: Revenue Recognition.”

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, including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted tax legislation; (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 three and six months ended June 30, 2024 and 2023 and include a reconciliation of adjusted EBITDA to Net income (loss). We record depreciation and amortization, stock-based compensation and other stock-settled obligations, goodwill, long-lived asset and intangible asset impairments, legal reserves and settlements, and 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.


	Three months ended June 30, 2024
	Brand Tripadvisor (1)		Viator (2)		TheFork (3)		Corporate & Eliminations			Total
	(in millions)
External revenue	$	211	$	244	$	42	$	—		$	497
Intersegment revenue		39		—		—		(39	)		—
Total Revenue	$	250	$	244	$	42	$	(39	)	$	497
Adjusted EBITDA		84		10		3		—			97
Depreciation and amortization								(21	)		(21	)
Stock-based compensation								(34	)		(34	)
Legal reserves and settlements (4)		—		—		—		(4	)		(4	)
Non-recurring income (expense) (5)								(2	)		(2	)
Operating income (loss)											36
Other income (expense), net											2
Income (loss) before income taxes											38
(Provision) benefit for income taxes											(14	)
Net income (loss)										$	24


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


	Six months ended June 30, 2024
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	424	$	385		$	83		$	—		$	892
Intersegment revenue		66		—			—			(66	)		—
Total Revenue	$	490	$	385		$	83		$	(66	)	$	892
Adjusted EBITDA		161		(18	)		—			—			143
Depreciation and amortization										(42	)		(42	)
Stock-based compensation										(61	)		(61	)
Legal reserves and settlements (6)		—		—			—			(14	)		(14	)
Restructuring and other related reorganization costs		—		—			(1	)		—			(1	)
Non-recurring income (expense) (5)										(3	)		(3	)
Operating income (loss)													22
Other income (expense), net													—
Income (loss) before income taxes													22
(Provision) benefit for income taxes													(57	)
Net income (loss)												$	(35	)


	Six months ended June 30, 2023
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	461	$	331		$	73		$	—		$	865
Intersegment revenue		62		—			—			(62	)		—
Total Revenue	$	523	$	331		$	73		$	(62	)	$	865
Adjusted EBITDA		168		(31	)		(14	)		—			123
Depreciation and amortization										(42	)		(42	)
Stock-based compensation										(48	)		(48	)
Non-recurring income (expense) (7)										(3	)		(3	)
Operating income (loss)													30
Other income (expense), net													(1	)
Income (loss) before income taxes													29
(Provision) benefit for income taxes													(78	)
Net income (loss)												$	(49	)

(1)

Corporate general and administrative personnel costs of $2 million and $4 million for the three and six months ended June 30, 2024, respectively, and $2 million and $3 million for the three and six months ended June 30, 2023, respectively, were allocated to the Viator and TheFork segments.

(2)

Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $1 million and $2 million for the three and six months ended June 30, 2024, respectively, and $1 million for both the three and six months ended June 30, 2023.

(3)

Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $1 million and $2 million for the three and six months ended June 30, 2024, respectively, and $1 million and $2 million for the three and six months ended June 30, 2023, respectively.

(4)

Represents a one-time charge of $4 million during the second quarter of 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022, reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations. This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while the liability for the three months ended June 30, 2024 and all prospective periods are and will be included within adjusted EBITDA, respectively.

(5)

The Company expensed certain transaction related costs of $2 million and $3 million during the three and six months ended June 30, 2024, respectively, to general and administrative expenses on our unaudited condensed consolidated statement of operations. The Company considers such costs to be non-recurring in nature.

(6)

Includes a one-time charge of $4 million during the second quarter of 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022, as noted above. In addition, this amount includes an estimated accrual for the potential settlement of a regulatory related matter of $10 million, expensed during the first quarter of 2024. Refer to "Note 9: Commitments and Contingencies" for further information. These costs are reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations.

(7)

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

Customer Concentrations

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

Product Information

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

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.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
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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) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Level 2 \| 2025 Senior Notes \| 2026 Senior Notes
Debt Instrument [Line Items]
Debt instrument, issuances costs	$ 2	$ 3

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.

Revenue from Contract with Customer [Abstract]

Subsequent Event

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

NOTE 14: SUBSEQUENT EVENT

On July 8, 2024, the Company entered into the Amendment to its Credit Facility with a group of lenders, initially entered into in June 2015 and, most recently, the Credit Agreement in June 2023 (as amended by the Amendment, the “Amended Credit Agreement”) and closed on the Term Loan B Facility. The Amendment provides for the new $500 million Term Loan B Facility maturing July 8, 2031, with an interest rate based on SOFR plus 2.75%. The Term Loan B Facility was offered at 99.75% of par and is required to be paid down at 1.00% of the aggregate principal amount per year. On July 15, 2024, proceeds from the Term Loan B Facility were used to redeem the $500 million aggregate principal amount of the Company’s outstanding 2025 Senior Notes. Any term not otherwise defined herein shall have the meaning ascribed to it in the Amended Credit Agreement.

The Amended Credit Agreement includes terms similar to those under the original Credit Agreement subject to certain changes and, among other things:

•

Implements the Term Loan B Facility;

•

Makes certain adjustments to the definition of “Consolidated EBITDA”;

•

Increases the Available Amount by the portion of excess cash flow and asset sale, casualty and condemnation mandatory prepayments declined by lenders under the Term Loan B Facility, which may be used to make restricted payments and investments;

•

Adds a separate dollar basket not to exceed the greater of $195 million and 50% of Consolidated EBITDA for capital leases and purchase money debt;

•

Adds a separate “ratio debt” basket for additional indebtedness up to 3.5 times pro forma Total Net Leverage Ratio, subject to certain customary limitations; and

•

Adds customary extension and modification and refinancing facility provisions.

The Amended Credit Agreement includes certain customary restrictions on the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, grant additional liens, and make investments, acquisitions, dispositions, distributions, and other payments, with certain exceptions as more specifically described in the Amended Credit Agreement. The Term Loan B Facility has no financial covenant.

The Amended Credit Agreement contains customary events of default and modifies the cross-default provision so that the Term Loan B Facility includes a customary cross-acceleration event of default with the revolving facility under the Amended Credit Agreement. If an event of default occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Amended Credit Agreement to be immediately due and payable and exercise their rights and remedies against the collateral. The obligations under the Amended Credit Agreement are secured by substantially all assets, whether personal, tangible or intangible, of the Company and the Subsidiary Loan Parties as granted under the Security Documents.

Refer to “Note 6: Debt” for further information.

Commitments And Contingencies - Additional Information (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Estimated potential settlement of a regulatory matter	$ 10

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	$ 1,176,000,000		$ 1,176,000,000		$ 1,067,000,000
Derivative instruments not designated as hedging instruments, description of terms			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 three and six months ended June 30, 2024 and 2023, our forward contracts were not designated as hedges and generally had maturities of less than 90 days.
Foreign currency exchange contracts maturity period, maximum	90 days	90 days	90 days	90 days
Earnings (losses) from equity method investment, net			$ (1,000,000)	$ (1,000,000)
Maturity of term deposits			90 days or less at the date of purchase, in each case, with
Short-term marketable securities outstanding	$ 0		$ 0		0
Long-term marketable securities outstanding	0		0		0
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		$ 20,000,000
Percentage of notes receivable due in 8 years			50.00%
Percentage of notes receivable due in 10 years			50.00%
Net of accumulated allowance for credit losses, Carrying value	$ 9,000,000		$ 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%		40.00%
Impairment loss on equity method investments	$ 0	$ 0	$ 0	$ 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	$ 29,000,000		$ 29,000,000		$ 30,000,000
Customer Concentration Risk \| Sales \| Booking
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Customer concentration risk			10.00%
Customer Concentration Risk \| Sales \| Expedia and Booking
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Customer concentration risk			25.00%

Revenue Recognition

6 Months Ended

Jun. 30, 2024

Revenue Recognition

NOTE 3: REVENUE RECOGNITION

There have been no material changes to our principal revenue streams, revenue recognition policies, performance obligations, description of and timing of services, or customer payment terms since December 31, 2023, as described under “Note 2: Significant Accounting Policies” in the notes to consolidated financial statements in Item 8 of our 2023 Annual Report. There was no significant revenue recognized in the three and six months ended June 30, 2024 and 2023, related to performance obligations satisfied in prior periods. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year. The Company expects to complete its performance obligations within one year from the initial transaction date. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved.

Disaggregation of Revenue

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


	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
Major products/revenue sources (1):	(in millions)
Brand Tripadvisor:
Tripadvisor-branded hotels	$	150		$	174		$	309		$	343
Media and advertising		41			42			73			72
Tripadvisor experiences and dining (2)		48			50			84			83
Other		11			13			24			25
Total Brand Tripadvisor		250			279			490			523

Viator		244			216			385			331
TheFork		42			38			83			73
Intersegment eliminations (2)		(39	)		(39	)		(66	)		(62	)
Total Revenue	$	497		$	494		$	892		$	865

(1)

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

(2)

Deferred Revenue

Contract liabilities generally include payments received in advance of performance under the contract and are realized as revenue as the performance obligation to the customer is satisfied, which we present as deferred revenue on our consolidated balance sheet, including amounts that are refundable. As of January 1, 2024, we had $49 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $10 million and $38 million was recognized as revenue during the three and six months ended June 30, 2024, respectively. During the three and six months ended June 30, 2024, refunds due to cancellations by travelers were $1 million and $3 million, respectively. As of January 1, 2023, we had $44 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $8 million and $36 million was recognized as revenue during the three and six months ended June 30, 2023, respectively. During the three and six months ended June 30, 2023, refunds due to cancellations by travelers were $1 million and $3 million, respectively. 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.

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

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Intersegment Eliminations

^[1]

$ 497

$ 494

$ 892

$ 865

Brand Tripadvisor | Reportable Segments

^[1],[2]

(39)

(66)

(62)

Viator | Reportable Segments

^[1],[3]

250

279

490

523

TheFork | Reportable Segments

^[1],[4]

244

216

385

331

Tripadvisor-Branded Hotels | Brand Tripadvisor | Reportable Segments

^[1],[5]

Media and advertising | Brand Tripadvisor | Reportable Segments

^[1]

150

174

309

343

Trip Advisor Experiences And Dining | Brand Tripadvisor | Reportable Segments

^[1]

Other | Brand Tripadvisor | Reportable Segments

^[1],[2]

^[1]

$ 11

$ 13

$ 24

$ 25

[1]	Our revenue is recognized primarily at a point in time for all reportable 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. See “Note 13: Segment Information” for a discussion of intersegment revenue for all periods presented.
[3]	Corporate general and administrative personnel costs of $2 million and $4 million for the three and six months ended June 30, 2024, respectively, and $2 million and $3 million for the three and six months ended June 30, 2023, respectively, were allocated to the Viator and TheFork segments.
[4]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $1 million and $2 million for the three and six months ended June 30, 2024, respectively, and $1 million for both the three and six months ended June 30, 2023.
[5]	Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $1 million and $2 million for the three and six months ended June 30, 2024, respectively, and $1 million and $2 million for the three and six months ended June 30, 2023, respectively.

Subsequent Event - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions	Jul. 15, 2024	Jul. 08, 2024
Minimum
Subsequent Event [Line Items]
Max dollar basket under credit facility		$ 195
2025 Senior Notes
Subsequent Event [Line Items]
Senior notes redeemed	$ 500
Term Loan B
Subsequent Event [Line Items]
Term Loan B Facility		$ 500
Debt Instrument, redemption percentage		99.75%
Debt instrument payment percent of principal amount per year		1.00%
Credit Facility
Subsequent Event [Line Items]
Percentage of EBITDA for capital leases and purchase money debt		50.00%
Description of ratio debt additional indebtedness		3.5 times pro forma Total Net Leverage Ratio
SOFR \| Term Loan B
Subsequent Event [Line Items]
Interest rate		2.75%

Basis of Presentation - Additional Information (Details) shares in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024 USD ($) Country VotePerShare Language Vote	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) Country VotePerShare Language Vote shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 Country Restaurant
Description Of Business And Basis Of Presentation [Line Items]
Number of languages supported worldwide on our website \| Country	40		40
Number of languages worldwide \| Language	20		20
Description of user-generated reviews and opinions across broad base of global travel-related businesses					Tripadvisor 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]
Number of Restaurants \| Restaurant					55,000
Number of countries related to The Fork operates \| Country					11
Liberty Tripadvisor Holdings, Inc.
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock \| shares			16.4
Percentage taken from outstanding shares of common stock			13.00%
Percentage of beneficially ownership of shares of common stock class B			21.00%
Right to voting			one vote per share
Vote per common stock share \| VotePerShare	1		1
Beneficially ownership of equity securities			57.00%
Related party transactions \| $	$ 0	$ 0	$ 0	$ 0
Liberty Tripadvisor Holdings, Inc. \| Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock \| shares			12.8
Percentage taken from outstanding shares of common stock			100.00%
Right to voting			ten votes per share
Vote per common stock share \| Vote	10		10

Accrued Expenses and Other Current Liabilities - Summary of Restructuring and Other Related Reorganization Costs (Details) $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Accrued liability as of December 31, 2023	$ 252
Charges	1
Accrued liability as of June 30, 2024	304
Restructuring And Other Related Reorganization Costs [Member]
Restructuring Cost and Reserve [Line Items]
Accrued liability as of December 31, 2023	13
Charges	1
Payments	(8)
Other	(1)
Accrued liability as of June 30, 2024	$ 5

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.

Reconciliation of Weighted Average Number of Common Shares Outstanding

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-based compensation:
Stock-based compensation	$ 34	$ 25	$ 61	$ 48
Cost of revenue
Stock-based compensation:
Stock-based compensation	0	0	1	1
Selling and Marketing
Stock-based compensation:
Stock-based compensation	6	4	11	8
Technology and Content
Stock-based compensation:
Stock-based compensation	13	10	25	20
General and Administrative
Stock-based compensation:
Stock-based compensation	$ 15	$ 11	$ 24	$ 19

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Allowance for credit losses	$ 25	$ 21
Property and equipment, net, accumulated depreciation	569	551
Intangible assets, accumulated amortization	204	208
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	152,027,428	149,775,361
Common stock, shares outstanding	125,767,176	124,881,494
Treasury stock, shares	26,260,252	24,893,867
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

Basis of Presentation

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

NOTE 1: BASIS OF PRESENTATION

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

Description of Business

The Tripadvisor Group operates as a family of brands with a purpose of connecting people to experiences worth sharing. The Company's vision is to be the world’s most trusted source for travel and experiences. The Company operates across three reportable segments: Brand Tripadvisor, 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. Brand Tripadvisor 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. As of December 31, 2023, Brand 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 operators around the globe. Viator's online marketplace is comprehensive, connecting travelers to bookable tours, activities and attractions—consisting of over 350,000 experiences from more than 55,000 operators as of December 31, 2023.

TheFork provides an online marketplace that enables diners to discover and book online reservations at approximately 55,000 restaurants in 11 countries, as of December 31, 2023, across the U.K. and western and central Europe.

Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. We prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC (the "2023 Annual Report"). The unaudited condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP.

As of June 30, 2024, Liberty Tripadvisor Holdings, Inc. (“LTRIP”) beneficially owned approximately 16.4 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute 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 LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own approximately 21% of the outstanding common stock. Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially own equity securities representing approximately 57% of our voting power. We had no related party transactions with LTRIP during each of the three and six months ended June 30, 2024 and 2023.

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 have seen 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.

Accounting Estimates

We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements is accounting for income taxes. Refer to “Note 8: Income Taxes” for information regarding our significant income tax estimates.

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.

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. We prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, previously filed with the SEC (the "2023 Annual Report"). The unaudited condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP. As of June 30, 2024, Liberty Tripadvisor Holdings, Inc. (“LTRIP”) beneficially owned approximately 16.4 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute 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 LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own approximately 21% of the outstanding common stock. Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially own equity securities representing approximately 57% of our voting power. We had no related party transactions with LTRIP during each of the three and six months ended June 30, 2024 and 2023.
Risks and Uncertainties	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 have seen 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.
Accounting Estimates	Accounting Estimates We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements is accounting for income taxes. Refer to “Note 8: Income Taxes” for information regarding our significant income tax estimates.
Seasonality	Seasonality Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points. In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital; while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, such as significant shifts in our business mix, adverse economic conditions, public health-related events, as well as other factors.
Significant Accounting Policies	There have been no material changes to our accounting policies since December 31, 2023, as described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our 2023 Annual Report.
New Accounting Pronouncements Not Yet Adopted	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. We are currently considering our timing of adoption and are in the process of evaluating the impact of adopting this newly issued accounting rule on our consolidated financial statements and related disclosures. 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 will adopt this guidance with our Annual Report on Form 10-K for the year ended December 31, 2024. The Company is in the process of evaluating changes which may be required to support our future reportable segment disclosures in order to comply with this new guidance, including evaluation of internal reporting, operational processes, controls, and other areas. We will continue to provide updates related to the adoption of this new standard, as known.

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024			2023
	(shares in thousands and $ in millions, except per share amounts)
Numerator:
Net income (loss) (1)	$	24	$	24	$	(35	)	$	(49	)
Denominator:
Weighted average shares used to compute Basic EPS		139,234		139,881		138,836			140,666
Weighted average effect of dilutive securities:
Stock-based awards (Note 10)		1,310		560		—			—
2026 Senior Notes (Note 6)		4,674		4,674		—			—
Weighted average shares used to compute Diluted EPS		145,218		145,115		138,836			140,666
Basic EPS	$	0.17	$	0.17	$	(0.25	)	$	(0.35	)
Diluted EPS	$	0.17	$	0.17	$	(0.25	)	$	(0.35	)

Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material.

Financial Instruments and Fair Value Measurements - Schedule of Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Accounts receivable	$ 227	$ 177
Contract assets	26	15
Total	$ 253	$ 192

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

NOTE 5: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	June 30, 2024		December 31, 2023
	(in millions)
Accrued salary, bonus, and other employee-related benefits	$	53	$	70
Accrued marketing costs		125		67
Interest payable (1)		17		17
Finance lease liability - current portion		6		6
Operating lease liabilities - current portion		7		10
Restructuring and other related reorganization costs (2)		5		13
Non-income taxes payable (3)		17		16
Accrued legal contingencies (4)		10		—
Other		64		53
Total	$	304	$	252

(1)

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

(2)

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. We expect the majority of remaining unpaid costs as of June 30, 2024 to be disbursed during 2024.

The following table summarizes our restructuring and other related reorganization costs for the six months ended June 30, 2024:


	Carrying Value
	(in millions)
Accrued liability as of December 31, 2023	$	13
Charges		1
Payments		(8	)
Other		(1	)
Accrued liability as of June 30, 2024	$	5

(3)

Amount relates primarily to digital service taxes.

(4)

Refer to "Note 9: Commitments and Contingencies" for further information.

Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Capitalized stock based compensation as website development costs	$ 3	$ 3	$ 6	$ 5
Income tax benefits from exercise or settlement of stock-based awards	4	$ 3	7	6
Unrecognized compensation expense	$ 307		$ 307
Weighted average period remaining (in years)			2 years 9 months 18 days
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			4 years
Weighted Average Grant-Date Fair Value Per Share, Granted			$ 26.49
Total fair value of RSUs vested			$ 68	$ 71
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value			$ 13.64	$ 10.46
Vesting period			4 years
Closing stock price	$ 17.81		$ 17.81
Total intrinsic value			$ 0	$ 0
Term of stock options, granted			10 years
Total fair value of stock options vested			$ 4	$ 4

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders' Equity

NOTE 11: STOCKHOLDERS’ EQUITY

On September 7, 2023, our Board of Directors authorized the repurchase of $250 million in shares of our common stock under a 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 June 30, 2024, we repurchased 1,366,385 shares of our outstanding common stock at an average price of $18.28 per share, exclusive of fees and commissions, or $25 million in the aggregate. As of June 30, 2024, the Company had $200 million remaining available to repurchase shares of its common stock under this share repurchase program. During the three months ended June 30, 2023, we repurchased 4,724,729 shares of our outstanding common stock at an average price of $15.85 per share, exclusive of fees and commissions, or $75 million in the aggregate, which completed a previous share repurchase program.

For the three and six months ended June 30, 2024 and 2023, any excise tax on share repurchases was not material.

The entire disclosure for equity.

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

3 Months Ended

6 Months Ended

Jul. 15, 2024

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

Unpaid interest in accrued expenses and other current liabilities

^[1]

$ 17

Interest expense

$ 11

$ 22

2025 Senior Notes

Unpaid interest in accrued expenses and other current liabilities

$ 16

Interest expense

$ 9

$ 18

$ 9

$ 18

2025 Senior Notes | Subsequent Event

Debt instrument, aggregate principal amount

$ 500

Senior notes redemption date

Jul. 15, 2024

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

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.

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

Reconciliation of the (Benefit) Provision for Income Taxes

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]


	Six months ended June 30,
	2024			2023
	(in millions)
Income tax expense (benefit) at the federal statutory rate	$	5		$	6
State income taxes, net of effect of federal tax benefit		2			3
Unrecognized tax benefits and related interest		1			4
Stock-based compensation		4			6
Research tax credit		(2	)		(1	)
Change in valuation allowance		(2	)		5
IRS audit settlement		45			31
Transfer pricing reserves adjustment		(4	)		24
Other, net		8			—
Provision (benefit) for income taxes	$	57		$	78

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

Jun. 30, 2024

Dec. 31, 2023

Level 2 | 2025 Senior Notes

Carrying value amount

$ 841

$ 839

Aggregate principal amount

500

Carrying value amount

^[1]

498

497

Fair value amount

^[2]

502

Level 2 | 2026 Senior Notes

Aggregate principal amount

345

Carrying value amount

^[1]

343

342

Fair value amount

^[2]

$ 314

$ 304

[1]	Net of $2 million and $3 million of unamortized debt issuance costs as of June 30, 2024 and December 31, 2023, respectively.
[2]	We estimate the fair value of the 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.

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
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-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
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-Paragraph 10
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-URI https://asc.fasb.org/1943274/2147482907/825-10-50-10

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.

Summary of Outstanding Debt

Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

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


June 30, 2024	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
7.00% 2025 Senior Notes due 2025	$	500	$	(2	)	$	498
0.25% Convertible 2026 Senior Notes due 2026		345		(2	)		343
Total Long-Term Debt	$	845	$	(4	)	$	841

December 31, 2023	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
7.00% 2025 Senior Notes due 2025	$	500	$	(3	)	$	497
0.25% Convertible 2026 Senior Notes due 2026		345		(3	)		342
Total Long-Term Debt	$	845	$	(6	)	$	839

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Net income (loss)	$ (35)	$ (49)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	42	42
Stock-based compensation expense (Note 10)	61	48
Deferred income tax expense (benefit)	(9)	(9)
Other, net	8	3
Changes in operating assets and liabilities, net:
Accounts receivable, net, prepaid expenses and other assets	(90)	(40)
Accounts payable, accrued expenses and other liabilities	65	33
Deferred merchant payables	212	230
Income tax receivables/payables, net	(100)	(61)
Deferred revenue	36	43
Net cash provided by (used in) operating activities	190	240
Investing activities:
Capital expenditures, including capitalized website development	(31)	(31)
Net cash provided by (used in) investing activities	(31)	(31)
Financing activities:
Repurchase of common stock (Note 11)	(25)	(75)
Payment of financing costs related to Credit Facility	0	(3)
Payment of withholding taxes on net share settlements of equity awards	(14)	(12)
Payments of finance lease obligation	(4)	(3)
Net cash provided by (used in) financing activities	(43)	(93)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7)	4
Net increase (decrease) in cash, cash equivalents and restricted cash	109	120
Cash, cash equivalents and restricted cash at beginning of period	1,067	1,021
Cash, cash equivalents and restricted cash at end of period	1,176	1,141
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for income taxes, net of refunds	165	149
Cash paid during the period for interest	$ 20	$ 20

Segment Information (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Summary of Segment Information

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


	Three months ended June 30, 2024
	Brand Tripadvisor (1)		Viator (2)		TheFork (3)		Corporate & Eliminations			Total
	(in millions)
External revenue	$	211	$	244	$	42	$	—		$	497
Intersegment revenue		39		—		—		(39	)		—
Total Revenue	$	250	$	244	$	42	$	(39	)	$	497
Adjusted EBITDA		84		10		3		—			97
Depreciation and amortization								(21	)		(21	)
Stock-based compensation								(34	)		(34	)
Legal reserves and settlements (4)		—		—		—		(4	)		(4	)
Non-recurring income (expense) (5)								(2	)		(2	)
Operating income (loss)											36
Other income (expense), net											2
Income (loss) before income taxes											38
(Provision) benefit for income taxes											(14	)
Net income (loss)										$	24


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


	Six months ended June 30, 2024
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	424	$	385		$	83		$	—		$	892
Intersegment revenue		66		—			—			(66	)		—
Total Revenue	$	490	$	385		$	83		$	(66	)	$	892
Adjusted EBITDA		161		(18	)		—			—			143
Depreciation and amortization										(42	)		(42	)
Stock-based compensation										(61	)		(61	)
Legal reserves and settlements (6)		—		—			—			(14	)		(14	)
Restructuring and other related reorganization costs		—		—			(1	)		—			(1	)
Non-recurring income (expense) (5)										(3	)		(3	)
Operating income (loss)													22
Other income (expense), net													—
Income (loss) before income taxes													22
(Provision) benefit for income taxes													(57	)
Net income (loss)												$	(35	)


	Six months ended June 30, 2023
	Brand Tripadvisor (1)		Viator (2)			TheFork (3)			Corporate & Eliminations			Total
	(in millions)
External revenue	$	461	$	331		$	73		$	—		$	865
Intersegment revenue		62		—			—			(62	)		—
Total Revenue	$	523	$	331		$	73		$	(62	)	$	865
Adjusted EBITDA		168		(31	)		(14	)		—			123
Depreciation and amortization										(42	)		(42	)
Stock-based compensation										(48	)		(48	)
Non-recurring income (expense) (7)										(3	)		(3	)
Operating income (loss)													30
Other income (expense), net													(1	)
Income (loss) before income taxes													29
(Provision) benefit for income taxes													(78	)
Net income (loss)												$	(49	)

(1)

(2)

(3)

Includes allocated corporate general and administrative personnel costs from our Brand Tripadvisor segment of $1 million and $2 million for the three and six months ended June 30, 2024, respectively, and $1 million and $2 million for the three and six months ended June 30, 2023, respectively.

(4)

(5)

(6)

(7)

Other Long-Term Liabilities

6 Months Ended

Jun. 30, 2024

Other Liabilities, Noncurrent [Abstract]

Other Long-Term Liabilities

NOTE 7: OTHER LONG-TERM LIABILITIES

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


	June 30, 2024		December 31, 2023
	(in millions)
Unrecognized tax benefits (1)	$	76	$	153
Deferred gain on equity method investment (2)		24		25
Long-term income taxes payable (3)		—		15
Other		4		4
Total	$	104	$	197

(1)

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

(2)

(3)

Stock Based Awards and Other Equity Instruments - Summary of Activity for PSUs and MSUs (Parenthetical) (Details)	6 Months Ended
	Jun. 30, 2024
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

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.

Options Outstanding, Beginning balance | shares

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

6 Months Ended

Jun. 30, 2024

USD ($)

$ / shares

Options Outstanding

3,927

Options Outstanding, Granted | shares

Options Outstanding, Exercised | shares

(80)

^[1]

Options Outstanding, Cancelled or expired | shares

(234)

Options Outstanding, Ending balance | shares

3,655

Options Outstanding, Exercisable | shares

2,900

Options Outstanding, Vested and expected to vest | shares

3,655

^[2]

Weighted Average Exercise Price per share

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

$ 35.56

Options Granted, Weighted Average Exercise Price | $ / shares

25.5

Options Exercised, Weighted Average Exercise Price | $ / shares

24.36

^[1]

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

48.13

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

34.88

Options Exercisable, Weighted Average Exercise Price | $ / shares

37.9

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

$ 34.88

^[2]

Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value

Options Outstanding, Weighted Average Remaining Contractual Life

4 years 8 months 12 days

Options Exercisable, Weighted Average Remaining Contractual Life

3 years 9 months 18 days

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

4 years 8 months 12 days

^[2]

Options Outstanding, Aggregate Intrinsic Value | $

$ 0

Options Exercisable, Aggregate Intrinsic Value | $

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

$ 0

^[2]

[1]

[2]

Debt - Summary of Outstanding Debt (Details) - Long-Term Debt - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Outstanding Principal Amount	$ 845	$ 845
Unamortized Debt Issuance Costs	(4)	(6)
Carrying Value	841	839
7.00% 2025 Senior Notes due 2025
Debt Instrument [Line Items]
Outstanding Principal Amount	500	500
Unamortized Debt Issuance Costs	(2)	(3)
Carrying Value	498	497
0.25% Convertible 2026 Senior Notes due 2026
Debt Instrument [Line Items]
Outstanding Principal Amount	345	345
Unamortized Debt Issuance Costs	(2)	(3)
Carrying Value	$ 343	$ 342

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.

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

Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts

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

Jun. 30, 2024

Dec. 31, 2023

Derivatives Fair Value [Line Items]

Foreign currency exchange-forward contracts

^[1],[2]

$ 33

$ 9

[1]	Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.
[2]	The fair value of our outstanding derivatives as of June 30, 2024 and December 31, 2023, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the unaudited condensed consolidated balance sheets.

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

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:


	June 30, 2024		December 31, 2023
	(in millions)
Accrued salary, bonus, and other employee-related benefits	$	53	$	70
Accrued marketing costs		125		67
Interest payable (1)		17		17
Finance lease liability - current portion		6		6
Operating lease liabilities - current portion		7		10
Restructuring and other related reorganization costs (2)		5		13
Non-income taxes payable (3)		17		16
Accrued legal contingencies (4)		10		—
Other		64		53
Total	$	304	$	252

(1)

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

(2)

(3)

Amount relates primarily to digital service taxes.

(4)

Refer to "Note 9: Commitments and Contingencies" for further information.

Summary of Restructuring and Other Related Reorganization Costs

The following table summarizes our restructuring and other related reorganization costs for the six months ended June 30, 2024:


	Carrying Value
	(in millions)
Accrued liability as of December 31, 2023	$	13
Charges		1
Payments		(8	)
Other		(1	)
Accrued liability as of June 30, 2024	$	5

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

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Statement of Comprehensive Income [Abstract]

Other comprehensive income (loss), net of tax:

^[1]

$ 24

$ (35)

$ (49)

Foreign currency translation adjustments, net of tax

^[2]

(1)

(10)

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

^[2]

Total other comprehensive income (loss), net of tax

(1)

(7)

Comprehensive income (loss)

$ 24

$ 23

$ (42)

$ (46)

[1]	Interest expense, net of taxes, related to the 2026 Senior Notes which was included in the Diluted EPS calculation for both the three months ended June 30, 2024 and 2023 was not material
[2]	(1) Deferred income tax liabilities related to these amounts are not material.

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

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

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