Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 11, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | TRIPADVISOR, INC. | ||
Trading Symbol | TRIP | ||
Entity Central Index Key | 0001526520 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 1,915,177,508 | ||
Entity File Number | 001-35362 | ||
Entity Tax Identification Number | 80-0743202 | ||
Entity Address, Address Line One | 400 1st Avenue | ||
Entity Address, City or Town | Needham | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02494 | ||
City Area Code | 781 | ||
Local Phone Number | 800-5000 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common stock | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Boston, Massachusetts | ||
Documents Incorporated by Reference | Documents Incorporated by Reference The registrant intends to file a proxy statement pursuant to Regulation 14A not later than 120 days after the close of the fiscal year ended December 31, 2022. Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Common Stock, Unclassified | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 128,164,615 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,799,999 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | ||||
Revenue | [1] | $ 1,492 | $ 902 | $ 604 |
Costs and expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization as shown separately below)) | 116 | 74 | 55 | |
Selling and marketing | 784 | 469 | 316 | |
Technology and content | 222 | 212 | 220 | |
General and administrative | 172 | 167 | 173 | |
Depreciation and amortization | 97 | 111 | 125 | |
Impairment of goodwill | 0 | 0 | 3 | |
Restructuring and other related reorganization costs (Note 1) | 0 | 0 | 41 | |
Total costs and expenses: | 1,391 | 1,033 | 933 | |
Operating income (loss) | 101 | (131) | (329) | |
Other income (expense): | ||||
Interest expense | (44) | (45) | (35) | |
Interest income | 15 | 1 | 3 | |
Other income (expense), net (Note 17) | (5) | (10) | (8) | |
Total other income (expense), net | (34) | (54) | (40) | |
Income (loss) before income taxes | 67 | (185) | (369) | |
(Provision) benefit for income taxes (Note 11) | (47) | 37 | 80 | |
Net income (loss) | $ 20 | $ (148) | $ (289) | |
Earnings (loss) per share attributable to common stockholders (Note 16): | ||||
Basic | $ 0.14 | $ (1.08) | $ (2.14) | |
Diluted | $ 0.14 | $ (1.08) | $ (2.14) | |
Numerator used to compute net income (loss) per share attributable to common stockholders (Note 16): | ||||
Basic | $ 20 | $ (148) | $ (289) | |
Diluted | $ 21 | $ (148) | $ (289) | |
Weighted average common shares outstanding (Note 16): | ||||
Basic | 139,923 | 137,234 | 134,858 | |
Diluted | 145,670 | 137,234 | 134,858 | |
[1] Our revenue is recognized primarily at a point in time for all reported segments. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation: | |||
Stock-based compensation | $ 88 | $ 120 | $ 109 |
Cost of Revenue | |||
Stock-based compensation: | |||
Stock-based compensation | 1 | 1 | 1 |
Selling and Marketing | |||
Stock-based compensation: | |||
Stock-based compensation | 12 | 16 | 16 |
Technology and Content | |||
Stock-based compensation: | |||
Stock-based compensation | 36 | 46 | 44 |
General and Administrative | |||
Stock-based compensation: | |||
Stock-based compensation | $ 39 | $ 57 | $ 48 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 20 | $ (148) | $ (289) | |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax | [1] | (27) | (24) | 28 |
Reclassification adjustments included in net income (loss), net of tax | 1 | 2 | 1 | |
Total other comprehensive income (loss), net of tax | (26) | (22) | 29 | |
Comprehensive income (loss) | $ (6) | $ (170) | $ (260) | |
[1] Deferred income tax liabilities related to these amounts are not material. Refer to “Note 11: Income Taxes ” for further information. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents (Note 4) | $ 1,021 | $ 723 |
Accounts receivable and contract assets, net of allowance for credit losses of $28 and $28, respectively (Note 2, Note 3) | 205 | 142 |
Income taxes receivable (Note 11) | 0 | 49 |
Prepaid expenses and other current assets | 44 | 26 |
Total current assets | 1,270 | 940 |
Property and equipment, net (Note 5, Note 6) | 194 | 215 |
Operating lease right-of-use assets (Note 6) | 27 | 42 |
Intangible assets, net (Note 7) | 51 | 65 |
Goodwill (Note 7) | 822 | 843 |
Non-marketable investments (Note 4) | 34 | 36 |
Deferred income taxes, net (Note 11) | 78 | 54 |
Other long-term assets, net of allowance for credit losses of $10 and $10, respectively | 93 | 94 |
TOTAL ASSETS | 2,569 | 2,289 |
Current liabilities: | ||
Accounts payable | 39 | 27 |
Deferred merchant payables (Note 2) | 203 | 113 |
Deferred revenue (Note 3) | 44 | 36 |
Accrued expenses and other current liabilities (Note 8) | 247 | 181 |
Total current liabilities | 533 | 357 |
Long-term debt (Note 9) | 836 | 833 |
Finance lease obligation, net of current portion (Note 6) | 58 | 65 |
Operating lease liabilities, net of current portion (Note 6) | 15 | 29 |
Deferred income taxes, net (Note 11) | 1 | 1 |
Other long-term liabilities (Note 10) | 265 | 215 |
Total Liabilities | 1,708 | 1,500 |
Commitments and contingencies (Note 12) | ||
Stockholders equity: (Note 15) | ||
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 | 1,404 | 1,326 |
Retained earnings | 261 | 241 |
Accumulated other comprehensive income (loss) | (82) | (56) |
Treasury stock-common stock, at cost, 18,844,614 and 18,844,614 shares, respectively | (722) | (722) |
Total Stockholders’ Equity | 861 | 789 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 2,569 | 2,289 |
Class B Common Stock | ||
Stockholders equity: (Note 15) | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for credit losses | $ 28 | $ 28 |
Other long-term assets, allowance for credit losses | $ 10 | $ 10 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 146,891,538 | 144,656,649 |
Common stock, shares outstanding | 128,046,924 | 125,812,035 |
Treasury stock, shares | 18,844,614 | 18,844,614 |
Class B Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 12,799,999 | 12,799,999 |
Common stock, shares outstanding | 12,799,999 | 12,799,999 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment Revision of Prior Period, Adjustment | Class B Common Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment Revision of Prior Period, Adjustment | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance at Dec. 31, 2019 | $ 1,161 | $ 1,150 | $ 681 | $ (63) | $ (607) | ||||
Beginning balance, shares at Dec. 31, 2019 | 12,799,999 | 138,698,307 | (14,116,534) | ||||||
Net income (loss) | (289) | (289) | |||||||
Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2020 | $ (3) | $ (3) | |||||||
Other comprehensive income (loss), net of tax | 29 | 29 | |||||||
Issuance of common stock related to exercise of options and vesting of RSUs | 0 | 0 | |||||||
Issuance of common stock related to exercise of options and vesting of RSUs, shares | 2,076,914 | ||||||||
Repurchase of common stock (Note 16) | $ (115) | $ (115) | |||||||
Repurchase of common stock, shares | (4,707,450) | (4,707,450) | |||||||
Withholding taxes on net share settlements of equity awards | $ (21) | (21) | |||||||
Stock-based compensation (Note 15) | 124 | 124 | |||||||
Other, shares | (20,630) | ||||||||
Ending balance at Dec. 31, 2020 | 886 | 1,253 | 389 | (34) | $ (722) | ||||
Ending balance, shares at Dec. 31, 2020 | 12,799,999 | 140,775,221 | (18,844,614) | ||||||
Net income (loss) | (148) | (148) | |||||||
Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2021 | 241 | ||||||||
Other comprehensive income (loss), net of tax | (22) | (22) | |||||||
Issuance of common stock related to exercise of options and vesting of RSUs | $ 8 | 8 | |||||||
Issuance of common stock related to exercise of options and vesting of RSUs, shares | 3,881,428 | ||||||||
Repurchase of common stock, shares | 0 | ||||||||
Purchase of capped calls, net of tax of $9 million (Note 10) | $ (26) | (26) | |||||||
Withholding taxes on net share settlements of equity awards | (44) | (44) | |||||||
Stock-based compensation (Note 15) | 135 | 135 | |||||||
Ending balance at Dec. 31, 2021 | $ 789 | 1,326 | 241 | (56) | $ (722) | ||||
Ending balance, shares at Dec. 31, 2021 | 125,812,035 | 12,799,999 | 144,656,649 | (18,844,614) | |||||
Net income (loss) | $ 20 | 20 | |||||||
Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2022 | 261 | ||||||||
Other comprehensive income (loss), net of tax | (26) | (26) | |||||||
Issuance of common stock related to exercise of options and vesting of RSUs | $ 0 | 0 | |||||||
Issuance of common stock related to exercise of options and vesting of RSUs, shares | 2,234,889 | ||||||||
Repurchase of common stock, shares | 0 | ||||||||
Withholding taxes on net share settlements of equity awards | $ (20) | (20) | |||||||
Stock-based compensation (Note 15) | 98 | 98 | |||||||
Ending balance at Dec. 31, 2022 | $ 861 | $ 1,404 | $ 261 | $ (82) | $ (722) | ||||
Ending balance, shares at Dec. 31, 2022 | 128,046,924 | 12,799,999 | 146,891,538 | (18,844,614) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of tax from purchase of capped calls | $ 9 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating activities: | ||||
Net income (loss) | $ 20 | $ (148) | $ (289) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 97 | 111 | 125 | |
Stock-based compensation expense (Note 14) | 88 | 120 | 109 | |
Deferred income tax expense (benefit) (Note 11) | (19) | (44) | (1) | |
Provision for expected credit losses (Note 2) | 6 | 3 | 17 | |
Impairment of goodwill | 0 | 0 | 3 | |
Loss on sale/disposal of business (Note 17) | 0 | 0 | 6 | [1] |
Other, net | 7 | 19 | 11 | |
Changes in operating assets and liabilities, net of effects from acquisitions and other investments: | ||||
Accounts receivable and contract assets, prepaid expenses and other assets | (87) | (73) | 92 | |
Accounts payable, accrued expenses and other liabilities | 72 | 30 | (28) | |
Deferred merchant payables | 99 | 81 | (124) | |
Income tax receivables/payables, net | 107 | 1 | (81) | |
Deferred revenue | 10 | 8 | (34) | |
Net cash provided by (used in) operating activities | 400 | 108 | (194) | |
Investing activities: | ||||
Capital expenditures, including capitalized website development | (56) | (54) | (55) | |
Acquisitions and other investments, net of cash acquired | 0 | 0 | (4) | |
Other investing activities, net | 4 | 0 | 3 | |
Net cash provided by (used in) investing activities | (52) | (54) | (56) | |
Financing activities: | ||||
Repurchase of common stock (Note 15) | 0 | 0 | (115) | |
Purchase of capped calls in connection with 2026 Senior Notes (Note 9) | 0 | (35) | 0 | |
Payments of financing costs for the issuance of Senior Notes (Note 9) | 0 | 0 | (10) | |
Proceeds from exercise of stock options (Note 14) | 0 | 8 | 0 | |
Payment of withholding taxes on net share settlements of equity awards | (20) | (44) | (21) | |
Payments of finance lease obligation and other financing activities, net (Note 6) | (7) | (6) | (6) | |
Net cash provided by (used in) financing activities | (27) | 263 | 341 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (23) | (12) | 8 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 298 | 305 | 99 | |
Cash, cash equivalents and restricted cash at beginning of period | 723 | 418 | 319 | |
Cash, cash equivalents and restricted cash at end of period | 1,021 | 723 | 418 | |
Supplemental disclosure of cash flow information: | ||||
Cash paid (received) during the period for income taxes, net of refunds | (40) | 5 | 3 | |
Cash paid during the period for interest | 40 | 43 | 13 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Stock-based compensation capitalized with internal-use software and website development costs (Note 14) | 10 | 13 | 15 | |
2026 Senior Notes | ||||
Financing activities: | ||||
Proceeds from issuance of Senior Notes, net of financing costs (Note 9) | 0 | 340 | 0 | |
2025 Senior Notes | ||||
Financing activities: | ||||
Proceeds from issuance of Senior Notes, net of financing costs (Note 9) | 0 | 0 | 500 | |
Credit Facility | ||||
Financing activities: | ||||
Proceeds from credit facility | 0 | 0 | 700 | |
Payment of financing costs related to Credit Facility (Note 9) | 0 | 0 | (7) | |
Payments to Credit Facility (Note 9) | $ 0 | $ 0 | $ 700 | |
[1] Related to loss on disposal on the sale of our SmarterTravel business during June 2020 . |
Organization and Business Descr
Organization and Business Description | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Business Description | NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor,” “Tripadvisor group,” “the Company,” “us,” “we” and “our” in these notes to the consolidated financial statements. On December 20, 2011, Expedia Group, Inc. (“Expedia”) completed a spin-off of Tripadvisor into a separate publicly traded Delaware corporation. We refer to this transaction as the “Spin-Off.” Tripadvisor’s common stock began trading on The Nasdaq as an independent public company on December 21, 2011, under the trading symbol “TRIP.” On December 11, 2012, Liberty Interactive Corporation, or Liberty, purchased an aggregate of approximately 4.8 million shares of common stock of Tripadvisor from Barry Diller, our former Chairman of the Board of Directors and Senior Executive, and certain of his affiliates. As a result, Liberty beneficially owned approximately 18.2 million shares of our common stock and 12.8 million shares of our Class B common stock. On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock held by Liberty was acquired by Liberty TripAdvisor Holdings, Inc., or LTRIP. Simultaneously, Liberty, LTRIP’s former parent company, distributed, by means of a dividend, to the holders of its Liberty Ventures common stock, Liberty’s entire equity interest in LTRIP. We refer to this transaction as the “Liberty Spin-Off”. As a result of the Liberty Spin-Off, effective August 27, 2014, LTRIP became a separate, publicly traded company holding 100 % of Liberty’s interest in Tripadvisor. As a result of these transactions, and as of December 31, 2022, 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 nearly 13 % of the outstanding shares of common stock and 100 % of the outstanding shares of Class B common stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own nearly 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 56 % of our voting power. Description of Business The Tripadvisor group operates as a family of brands with a purpose of connecting people to experiences worth sharing. Our vision is to be the world’s most trusted source for travel and experiences. The Company operates across three reportable segments: Tripadvisor Core, Viator, and TheFork. We leverage our brands, technology platforms, and capabilities to connect our large, global audience with partners by offering rich content, travel guidance products and services, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories. Tripadvisor Core’s purpose is to empower everyone to be a better traveler by serving as the world’s most trusted and essential travel guidance platform. The Tripadvisor brand offers travelers and experience seekers an online global platform for travelers to discover, generate, and share authentic user-generated content (“UGC”) in the form of ratings and reviews for destinations, points-of-interest (“POIs”), experiences, accommodations, restaurants, and cruises in over 40 countries and over 20 languages across the world. As of December 31, 2022, Tripadvisor offered more than 1 billion user-generated ratings and reviews on nearly 8 million experiences, accommodations, restaurants, airlines, and cruises. Viator enables travelers to discover and book iconic, unique and memorable experiences from experience operators around the globe. Our online marketplace is comprehensive, connecting travelers to bookable tours, activities and attractions—consisting of over 300,000 experiences from more than 50,000 operators as of December 31, 2022. TheFork provides an online marketplace that enables diners to discover and book online reservations at more than 55,000 restaurants in 12 countries, as of December 31, 2022, across the UK, western and central Europe, and Australia. Risks and Uncertainties In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and on March 11, 2020 was declared a global pandemic. COVID-19 caused material and adverse declines in consumer demand within the travel, hospitality, restaurant, and leisure industry. The pandemic’s proliferation, concurrent with travel bans, varying levels of governmental restrictions and mandates globally to limit the spread of the virus, dampened consumer demand for our products and services, and impacted consumer sentiment and discretionary spending patterns. Consequently, the COVID-19 pandemic adversely and materially affected our business, results of operations, liquidity and financial condition during the years ended December 31, 2021 and 2020. In 2022, we generally experienced a travel demand recovery fueled by the continued easing of government restrictions globally and increased consumer travel demand. During the year ended December 31, 2020, in response to the COVID-19 pandemic, we took several steps to further strengthen our financial position and balance sheet including but not limited to, restructuring activities, primarily by significantly reducing our ongoing operating expenses and headcount. During the year ended December 31, 2020, the Company incurred total restructuring and other related reorganization costs of $ 41 million which consisted of employee severance and related benefits. In addition, in order to maintain financial liquidity and flexibility during this time period, the Company (i) borrowed $ 700 million from our Credit Facility in the first quarter of 2020 (subsequently repaid during the third quarter of 2020); (ii) amended our Credit Agreement, which included short-term financial covenant relief and the extension of the maturity date from May 12, 2022 to May 12, 2024 ; and (iii) raised additional financing through the issuance of $ 500 million in Senior Notes by the Company in July 2020, all which are described in more detail in “Note 9: Debt ”. We may continue to be subject to risks and uncertainties related to the COVID-19 pandemic. We believe the travel, leisure, hospitality, and restaurant industries, and our financial results, would be adversely and materially affected upon a resurgence of existing COVID-19 variants (e.g., Delta, Omicron, and BA.5) or if new variants emerge, which result in reinstated travel bans and/or other government restrictions and mandates, all of which would likely negatively impact consumer demand, sentiment and discretionary spending patterns. Additionally, other distinct health-related events, political instability, geopolitical conflicts, acts of terrorism, fluctuations in currency values, changes in global economic conditions, including the impact of a potential U.S. recession, and increased inflation, are examples of other events that could have a negative impact on the travel industry, and as a result, our financial results in the future. Seasonality Consumers' 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 . Certain factors may impact our typical seasonal fluctuations, which may include any significant shifts in our business mix or adverse economic conditions that could result in future seasonal patterns that are different from historical trends. For example, the negative impact to our business from COVID-19 materially affected our historical trends at varying levels during the years ended December 31, 2021 and 2020, while these trends significantly improved during the year ended December 31, 2022, resulting in increased revenues, and working capital and operating cash flow more akin to typical historical seasonality trends. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. Additionally, certain prior period amounts may have been reclassified for comparability with the current period presentation, none of which were material. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, or the results of our future operations and cash flows. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities, or at cost adjusted for observable price changes and impairments, as appropriate. Accounting Estimates We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimate underlying our consolidated financial statements is accounting for income taxes. Refer to our accounting policy for income taxes disclosed below and "Note 11: Income Taxes " for information regarding our significant income tax estimates. Revenue Recognition Refer to “Note 3: Revenue Recognition ” for a discussion about our revenue recognition policies and other financial disclosures. Cost of Revenue Cost of revenue consists of expenses that are directly related or closely correlated to revenue generation, including direct costs, such as credit card and other booking transaction payment fees, data center costs, costs associated with prepaid tour tickets, ad serving fees, flight search fees, and other transaction costs. In addition, cost of revenue includes personnel and overhead expenses, including salaries, benefits, stock-based compensation and bonuses for certain customer support personnel who are directly involved in revenue generation. Selling and Marketing Selling and marketing expenses consist of direct costs, including traffic generation costs from SEM and other online traffic acquisition costs, syndication costs and affiliate marketing commissions, social media costs, brand advertising (including television and other offline advertising), promotions and public relations. In addition, our selling and marketing expenses consist of indirect costs such as personnel and overhead expenses, including salaries, commissions, benefits, stock-based compensation, and bonuses for sales, sales support, customer support and marketing employees. Advertising costs We incur advertising costs, consisting of online advertising expense, primarily SEM and other online traffic costs, and offline advertising costs, including television, to promote our brands. We expense the costs associated with communicating the advertisements in the period in which the advertisement takes place. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. For the years ended December 31, 2022, 2021 and 2020, we recorded advertising expense of $ 572 million, $ 282 million, and $ 118 million, respectively, in selling and marketing expense on our consolidated statements of operations. We include prepaid advertising expenses in prepaid expenses and other current assets on our consolidated balance sheet, which was not material as of December 31, 2022 and 2021. Technology and Content Technology and content expenses consist primarily of personnel and overhead expenses, including salaries and benefits, stock-based compensation expense, and bonuses for salaried employees and contractors engaged in the design, development, testing, content support, and maintenance of our platform. Other costs include licensing, maintenance expense, computer supplies, telecom costs, content translation and localization costs, and consulting costs. General and Administrative General and administrative expenses consist primarily of personnel and related overhead costs, including personnel engaged in leadership, finance, legal, and human resources, as well as stock-based compensation expense for those same personnel. General and administrative costs also include professional service fees and other fees including audit, legal, tax and accounting, and other operating costs including bad debt expense, non-income taxes, such as sales, use, digital services, and other non-income related taxes. Stock-Based Compensation Stock Options. Our employee stock options generally consist of service based awards. The exercise price is equal to the market price of the underlying shares of our common stock at the date of grant. In this regard, when granting stock option awards, our practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of our common stock on the date of grant. Our stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. We amortize the grant-date fair value of our stock option grants as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. The estimated grant-date fair value of stock options is calculated using a Black-Scholes Merton option-pricing model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to fair value stock-based awards, which includes the risk-free rate of return, expected volatility, expected term, and expected dividend yield. Our risk-free interest rate is based on the yields currently available on zero-coupon U.S. Treasury issues, in effect at the time of the grant, whose remaining maturity period most closely approximates the stock option’s expected term assumption. Our expected volatility is calculated by equally weighting the historical volatility and implied volatility on our own common stock. Historical volatility is determined using actual daily price observations of our common stock price over a period equivalent to or approximate to the expected term of our stock option grants to date. Implied volatility represents the volatility calculated from the observed prices of our actively traded options on our common stock. When measuring implied volatility for a specific employee stock option grant, we generally rely on traded contracts with six month maturities or more and exercise prices approximately equal to the exercise price of the specific option grant. We estimate our expected term using historical exercise behavior and expected post-vest termination data. Our expected dividend yield is zero as we have not historically paid regular cash dividends on our common stock and do not expect to pay regular cash dividends for the foreseeable future. Restricted Stock Units. Restricted stock units (“RSUs”) are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests. RSUs are measured at fair value based on the quoted price of our common stock at the date of grant. We amortize the fair value of RSUs as stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. Performance-Based Awards. Performance-based stock options and RSUs vest upon achievement of certain company-based performance conditions and a requisite service period. On the date of grant, the fair value of a performance-based award is calculated using the same method as our service based stock options and RSUs described above. We then assess whether it is probable that the individual performance targets would be achieved. If assessed as probable, compensation expense will be recorded for these awards over the estimated performance period. At each reporting period, we reassess the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. Market-Based Awards . We issue market-based performance RSUs, or MSUs, which vest upon achievement of specified levels of market conditions. The fair value of our MSUs is estimated at the date of grant using a Monte-Carlo simulation model. The probabilities of the actual number of market-based performance units expected to vest and resultant actual number of shares of common stock expected to be awarded are reflected in the grant date fair values; therefore, the compensation expense for these awards will be recognized assuming the requisite service period is rendered and are not adjusted based on the actual number of awards that ultimately vest. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value. The Company accounts for forfeitures in the period in which they occur, rather than estimating expected forfeitures. Income Taxes We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted income tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. We classify deferred tax assets and liabilities as noncurrent on our consolidated balance sheet. We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination. Cash, Cash Equivalents, Restricted Cash and Marketable Securities Our cash consists of bank deposits held in global financial institutions. Our cash equivalents generally consist of highly liquid investments, generally including money market funds, available on demand cash deposits, term deposits, and marketable securities, with maturities of 90 days or less at the date of purchase. For all periods presented, our restricted cash, which primarily consists of escrowed security deposits, was not material and is included in prepaid expenses and other current assets on our consolidated balance sheet. We classify marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at the balance sheet date will be classified as short-term and marketable securities with maturities greater than 12 months from the balance sheet date will generally be classified as long-term. We classify marketable equity securities, limited by policy to money market funds and mutual funds, as either a cash equivalent, short-term or long-term based on the nature of each security and its availability for use in current operations. Our marketable securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Fair values are determined for each individual security in the investment portfolio. We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate the designations at each balance sheet date. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments. Realized gains and losses on the sale of marketable securities are determined by specific identification of each security’s cost basis. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration, liquidity, and duration management. The weighted average maturity of our total invested cash shall not exceed 18 months , and no security shall have a final maturity date greater than three years , according to our investment policy. We continually review any available-for-sale securities to determine whether their fair value is below their carrying value. If the fair value of an available-for-sale security is below their carrying value, and either we intend to sell the security or we will be required to sell before recovery, then the difference between fair value and carrying value is recognized as a loss in other income (expense), net on our consolidated statements of operations. If we do not intend to sell and we will not be required to sell before recovery, then we analyze whether a portion of the unrealized loss is the result of a credit loss. When a portion of the unrealized loss is the result of a credit loss, we recognize an allowance for credit losses on our consolidated balance sheet and a corresponding loss in other income (expense), net on our consolidated statements of operations. Any portion of the unrealized loss on the available-for-sale securities that is not attributable to a credit loss would be recognized as an unrealized loss in accumulated other comprehensive income (loss) within our consolidated statements of changes in stockholders’ equity. The Company's investment portfolio at any point in time may contain various investments, including, in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, overnight demand deposits, and money market funds. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of December 31, 2022 and 2021, the Company had no available-for-sale securities. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for credit losses. We record accounts receivable at the invoiced amount. Our customer invoices are generally due 30 days from the time of invoicing. The Company uses the “expected credit loss” methodology, allowed under GAAP, in estimating its allowance for credit losses. We apply the “expected credit loss” methodology by first assessing our historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and we have concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. We recognize a greater credit loss allowance on the accounts receivable due from those customers in the lower credit tranche, as determined by the Company. When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses. The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors. The following table presents the changes in our allowance for credit losses for the periods presented: December 31, 2022 2021 2020 (in millions) Allowance for credit losses: Balance, beginning of period $ 28 $ 33 $ 25 Provision charged to expense 6 3 17 Write-offs, net of recoveries and other ( 6 ) ( 8 ) ( 9 ) Balance, end of period $ 28 $ 28 $ 33 Property and Equipment We record property and equipment at cost, net of accumulated depreciation. We capitalize certain costs incurred during the application development stage related to the development of websites and internal use software when it is probable the project will be completed and the software will be used as intended. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. We expense costs related to the planning and post-implementation phases of website development as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized website development, office furniture and other equipment. We depreciate leasehold improvements using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease. Leases We lease office space in a number of countries around the world, generally under non-cancelable operating lease agreements. Our Headquarters Lease is our most significant office space lease and is accounted for as a finance lease under GAAP. The Company has also entered into data center and certain equipment leases, such as network equipment and other leases, which are not material to our consolidated financial statements. Refer to “Note 6: Leases ” for a discussion of our lease accounting policy and other required financial disclosures. Non-Marketable Equity Investments We account for non-marketable equity investments through which we exercise significant influence but do not have control over the investee under the equity method. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investment as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the investee. In the event we are unable to obtain accurate financial information from the investee in a timely manner, we record our share of earnings or losses of such equity investment on a lag. Non-marketable equity investments that are not accounted for under the equity method and that do not have a readily determinable fair value are accounted for under the measurement alternative, allowed under GAAP. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. We classify our non-marketable equity investments as long-term assets on our consolidated balance sheet as those investments do not have stated contractual maturity dates. On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to evaluate whether these investments are impaired. Qualitative factors considered include industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, we prepare a quantitative assessment of the fair value of our equity investments, which may include using both the market and income approaches which require judgment and the use of estimates, including discount rates, investee revenues and costs, and available comparable market data of private and public companies, among others. When our assessment indicates that an impairment exists, we measure our non-marketable equity investments at fair value. Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for such company’s securities. In addition, such investments are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or may never become profitable, may not be able to secure additional funding or their technologies, services or products may not be successfully developed or introduced into the market. Business Combinations We account for acquired businesses using the acquisition method of accounting which requires that tangible assets and identifiable intangible assets acquired and assumed liabilities be recorded at the date of acquisition at their respective fair values. Any excess purchase price over the estimated fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include but are not limited to future expected cash flows from customer and supplier relationships, acquired technology and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. Any changes to provisional amounts identified during the measurement period, calculated as if the accounting had been completed as of the acquisition date, are recognized in the consolidated financial statements in the reporting period in which the adjustment amounts are determined. Goodwill and Intangible Assets Goodwill We assess goodwill, which is not amortized, for impairment annually during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination in which such goodwill was generated as of the acquisition date. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company has the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In the evaluation of goodwill for impairment, we generally first perform a qualitative assessment to determine whether it is more likely than not (i.e., a likelihood of more than 50 %) that the estimated fair value of the reporting unit is less than the carrying amount. Periodically, we may choose to forgo the initial qualitative assessment and proceed directly to a quantitative analysis to assist in our annual evaluation. When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for an individual reporting unit in a given year is influenced by a number of factors, including, but not limited to the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments from the date of acquisition or to establish an updated baseline quantitative analysis, and other performance and market indicators. During a qualitative assessment, if we determine that it is not more likely than not that the implied fair value of the goodwill is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, the goodwill impairment is measured using the difference between the carrying value and the fair value of the reporting unit; however, any loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. In determining the estimated fair values of reporting units in a quantitative goodwill impairment test, we generally use a blend, of the following recognized valuation methods: the income approach (i.e. discounted cash flows model) and the market valuation approach, which we believe compensates for the inherent risks of using either model on a stand-alone basis. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: weighted average cost of capital; long-term rate of growth and profitability of the reporting unit; income tax rates and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison to comparable publicly traded firms in similar lines of business and other precedent transactions. Our significant estimates in the market valuation approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and/or income multiples in estimating the fair value of the reporting units. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. We believe that the estimated fair values assigned to our reporting units in impairment tests are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. The use of substantially different assumptions, estimates or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge. During the second quarter of 2022, subsequent to our annual impairment test in the fourth quarter of 2021, the composition of our reportable segments was changed, as discussed in “Note 19: Segment and Geographic Information .” Following the change in reportable segments, our new reporting units for the purposes of goodwill impairment testing are as follows: (1) Tripadvisor Core, (2) Viator (formerly Experiences), and (3) TheFork. The Tripadvisor Core reporting unit includes the operations of the following legacy reporting units (including the carrying value of their related goodwill): Hotels, Media & Platform, Rentals, Flights & Car, Cruises, and Tripadvisor Restaurants. As a result of this reporting unit change, we performed a qualitative assessment on our legacy reporting units prior to operationalizing the new segment reporting structure and determined that it was more likely than not that the fair value of all legacy reporting units was greater than the carrying value, which is consistent with our conclusion reached in the fourth |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 3: REVENUE RECOGNITION We generate all our revenue from contracts with customers. We recognize revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. When we act as an agent in the transaction, we recognize revenue for only our commission on the arrangement. We determine revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We have provided qualitative information about our performance obligations for our principal revenue streams discussed below. There was no significant revenue recognized in the years ended December 31, 2022, 2021 and 2020 related to performance obligations satisfied in prior periods, respectively. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year. The Company expects to complete its performance obligations within one year from the initial transaction date. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved. Our timing of services, invoicing and payments are discussed in more detail below and do not include a significant financing component. Our customer invoices are generally due 30 days from the time of invoicing. We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. Although the substantial majority of our contract costs have an amortization period of less than one year , we have determined contract costs arising from certain sales incentives have an amortization period in excess of one year given the high likelihood of contract renewal. Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2022 and 2021, there were $ 4 million of unamortized contract costs in other long-term assets on our consolidated balance sheet. We amortize these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling and marketing expense on our consolidated statements of operations during each of the years ended December 31, 2022, 2021 and 2020, was $ 1 million . We assess such asset for impairment when events or circumstances indicate that the carrying amount may not be recoverabl e. No impairments were recognized during the years ended December 31, 2022, 2021 and 2020. The recognition of revenue may require the application of judgment related to the determination of the performance obligations, the timing of when the performance obligations are satisfied and other areas. The determination of our performance obligations does not require significant judgment given that we generally do not provide multiple services to a customer in a transaction, and the point in which control is transferred to the customer is readily determinable. In instances where we recognize revenue over time, we generally have either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of our services. When an estimate for cancellations is included in the transaction price, we base our estimate on historical cancellation rates and current trends. Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing transaction, that are collected by us from a customer, are reported on a net basis, or in other words excluded from revenue on our consolidated financial statements. The application of our revenue recognition policies and a description of our principal activities, organized by reportable segment, from which we generate our revenue, are presented below. Tripadvisor Core Segment Tripadvisor-branded Hotels Revenue . Our largest source of Tripadvisor Core segment revenue is generated from click-based advertising on Tripadvisor-branded websites, which we refer to as our hotel meta (formerly referred to as hotel auction) revenue, which is primarily comprised of contextually-relevant booking links to our travel partners’ websites. Our click-based travel partners are predominantly online travel agencies, or OTAs, and hotels. Click-based advertising is generally priced on a cost-per-click, or “CPC” basis, with payments from travel partners determined by the number of travelers who click on a link multiplied by the CPC rate for each specific click. CPC rates are determined in a dynamic, competitive auction process, where the travel partner bids for rates and availability to be listed on our platform. When a CPC bid is submitted, the travel partner agrees to pay us the bid amount each time a traveler clicks on the link to that travel partner’s websites. Bids can be submitted periodically – as often as daily – on a property-by-property basis. We record click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner websites as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service. We also generate revenue from our cost-per-action, or “CPA” model, which consists of contextually-relevant booking links to our travel partners’ websites which are advertised on our platform. We earn a commission from our travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partners’ website, which results in a traveler stay. CPA revenue is billable only upon the completion of each traveler’s stay resulting from a hotel reservation. The travel partners provide the service to the travelers and we act as an agent under GAAP. Our performance obligation is complete at the time of the hotel reservation booking, and the commission earned is recognized upon booking, as we have no post-booking service obligations. We recognize this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends. Contract assets are recognized at the time of booking for commissions that are billable upon the completion of a traveler's stay. CPA revenue is generally billed to our travel partners monthly for traveler stays completed in that month. In addition, we offer business-to-business (“B2B”) solutions to hotels, including subscription-based advertising to hotels, owners of B&Bs, and other specialty lodging properties. Our performance obligation is generally to enable subscribers to advertise their businesses on our platform, as well as to manage and promote their website URL, email address, phone number, special offers and other information related to their business. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue initially on our consolidated balance sheet for the amount of prepayment in excess of revenue recognized, until the performance obligation is satisfied. To a lesser extent, we offer travel partners the opportunity to advertise and promote their business through hotel sponsored placements on our platform. This service is generally priced on a CPC basis, with payments from travel partners determined by the number of travelers who click on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids submitted as part of an auction by our travel partners. When a CPC bid is submitted, the travel partner agrees to pay us the bid amount each time a traveler clicks on a link to our travel partner’s websites. Bids may be submitted periodically – as often as daily – on a property-by-property basis. We record this click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner as our performance obligation is fulfilled at that time. Hotel sponsored placements revenue is generally billed to our travel partners monthly, consistent with the timing of the service. Tripadvisor-branded Display and Platform Revenue. We offer travel partners the ability to promote their brands through display-based advertising placements across our platform. Our display-based advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination marketing organizations. We also sell display-based advertising to OTAs and other travel related businesses, as well as advertisers from non-travel categories. Display-based advertising is sold predominantly on a cost per thousand impressions, or CPM, basis. The performance obligation in our display-based advertising arrangements is to display a number of advertising impressions on our platform and we recognize revenue for impressions as they are delivered. Services are generally billed monthly. We have applied the practical expedient to measure progress toward completion, as we have the right to invoice the customer in an amount that directly corresponds with the value to the customer of our performance to date, which is measured based on impressions delivered. Tripadvisor Experiences and Dining Revenue . We generate revenue from our experiences and restaurant service offerings on Tripadvisor-branded websites and mobile apps. Tripadvisor receives intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from experience bookings and, to a lesser extent, restaurant reservation bookings, on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which are eliminated on a consolidated basis. The performance obligations, timing of customer payments for our experiences and dining transactions, and methods of revenue recognition are consistent with the Viator and TheFork segments, as described below. In addition, Tripadvisor restaurant service offerings, or B2B restaurants offering, generate subscription fees for subscription-based advertising to our restaurant partners that allow restaurants to manage and promote their website URL, email address, phone number, special offers and other information related to their business, as well as access to certain online reservation management services, marketing analytic tools, and menu syndication services. As the performance obligation is to provide restaurants with access to these services over the subscription period, subscription fee revenue is recognized over the period of the subscription service on a straight-line basis as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue initially on our consolidated balance sheet for the amount of prepayment in excess of revenue recognized, until the performance obligation is satisfied. In addition, we offer restaurant partners the opportunity to advertise and promote their business through restaurant media advertising placements on our platform. This service is generally priced on a CPC basis, with payments from restaurant partners determined by the number of clicks by consumers on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for media advertising placements agreed to by our restaurant partners are based on a pre-determined contractual rate. We record this click-based advertising revenue as the click occurs and diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our restaurant partners monthly, consistent with the timing of the service. Other Revenue . We also offer travelers alternative accommodations rentals (formerly referred to as vacation rentals), cruises, flights, and rental cars solutions on our platforms which complement our end-to-end travel experience. Our alternative accommodation rentals offering provides information and services that allow travelers to research and book vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and cottages. Our alternative accommodation rentals offering primarily generates revenue by offering individual property owners and managers the ability to list their properties on our platform thereby connecting with travelers through a free-to-list, commission-based option. These properties are listed on our Tripadvisor-branded websites and mobile apps, and Tripadvisor's portfolio of travel media brands, including, www.flipkey.com, www.holidaylettings.co.uk, www.niumba.com, and www.vacationhomerentals.com. We earn commissions associated with rental transactions through our free-to-list model from both the traveler and the property owner or manager. We provide post-booking service to the travelers, property owners and managers until the time the rental commences, which is the time the performance obligation is completed. Revenue from transaction fees is recognized at the time that the rental commences. We act as an agent in the transactions, under GAAP, as we do not control any properties before the property owner provides the accommodation to the traveler and do not have inventory risk. We generally collect payment from the traveler at the time of booking, representing the amount due to the property owner or manager, as well as our commission. That portion of the payment representing our commission is recorded as deferred revenue on our consolidated balance sheet until revenue is recognized, and that portion of the payment representing the amount due to the property owner is recorded as a deferred merchant payable on our consolidated balance sheet until payment is made to the property owner after the completion of the rental. In addition, Other Revenue includes revenue generated from cruises, flights, and rental cars offerings on Tripadvisor-branded websites and mobile apps and Tripadvisor’s portfolio of brands, which primarily includes click-based advertising and display-based advertising revenue. The performance obligations, timing of customer payments for these offerings, and methods of revenue recognition are generally consistent with click-based advertising and display-based advertising revenue, as described above. Viator Segment We provide an online marketplace that allows travelers to research and book tours, activities and attractions in popular travel destinations across the globe through our stand-alone Viator-branded platform, which includes website, mobile web, and mobile app. Through Viator, we also power traveler bookings of tours, activities and attractions on behalf of third-party distribution partner websites, including the Tripadvisor platform as well as many of the world’s major OTA, airlines, hotels, online and offline travel agencies, and other prominent content and eCommerce brands. We work with local tour, activities, and experience operators (“operators”) to provide travelers (“customers”) the ability to book tours, activities and attractions (the “experience”) in destinations worldwide. We generate commissions for each booking transaction we facilitate through our online reservation system, in exchange for certain activities, including the use of the Company’s booking platform, post-booking customer support (24/7) until the time of the experience and payment processing activities as the merchant of record, which is the completion of the performance obligation. These activities are not distinct from each other and are not separate performance obligations. As a result, the Company’s single performance obligation is to facilitate an experience, which is complete upon the time the experience occurs, and when revenue is recognized. We do not control the experience or have inventory risk before the operator provides the experience to our customer and therefore act as agent for substantially all of these transactions under GAAP. We collect payment from the customer prior to the experience occurring, which includes both our commission and the amount due to the operator. We record our commissions as deferred revenue on our consolidated balance sheet when payment is received, including amounts which are refundable subject to cancellation, until the experience occurs when revenue is recognized. The amount due to the operator is recorded as a deferred merchant payable on our consolidated balance sheet until completion of the experience, after which payment is made to the operator. To a much lesser extent, we earn commissions from third-party distribution partners, in this case the customers, who display and promote on their websites the operator experiences available on our platform to generate bookings. In these transactions, we are not the merchant of record, and we generally invoice and receive commissions directly from the third-party distribution partners. Our performance obligation is to allow the third-party distribution partners to display and promote on their website experiences, offered by operators who utilize our platform, and we earn a commission when travelers book and complete an experience on the third-party distribution partner website. We do not control the service or have inventory risk, and therefore act as an agent for these transactions under GAAP. We receive payment prior to the experience date in the majority of these transactions and make payments to the operators after the experience is complete. Our performance obligation is complete, and revenue is recognized at the time of the booking, as we have no post-booking obligations to the customer. We recognize this revenue net of an estimate of the impact of cancellations, which is not material, using historical cancellation rates and current trends. Contract assets are recognized for commissions that are contractually billable contingent upon completion of the experience. TheFork Segment We provide information and services for consumers to research and book restaurants through our dedicated online restaurant reservations platform, TheFork. We primarily generate transaction fees (or per seated diner fees) that are paid by our restaurant customers for diners seated primarily from bookings through TheFork’s online reservation system. The transaction fee is recognized as revenue after the reservation is fulfilled, or as diners are seated by our restaurant customers. We invoice restaurants monthly for transaction fees. To a lesser extent, we also generate subscription fees for providing access to certain online reservation management services, marketing analytic tools, and menu syndication services. Our performance obligation is to provide restaurants with access to these services over the subscription period, which generally is one-month, and we recognize revenue once our performance obligation is met and invoice restaurants monthly for these subscription services. Practical Expedients and Exemptions We expense costs to obtain a contract as incurred, such as sales incentives, when the amortization period would have been one year or less. We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. 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 19: Segment and Geographic Information ” our business consists of three reportable segments – (1) Tripadvisor Core; (2) Viator; and (3) TheFork. A reconciliation of disaggregated revenue to reportable segment revenue is included below. Year ended December 31, 2022 2021 2020 Major products/revenue sources (1): (in millions) Tripadvisor Core Tripadvisor-branded hotels $ 650 $ 451 $ 292 Tripadvisor-branded display and platform 130 98 69 Tripadvisor experiences and dining (2) 134 70 65 Other 52 46 57 Total Tripadvisor Core 966 665 483 Viator 493 184 55 TheFork 126 85 86 Intersegment eliminations (2) ( 93 ) ( 32 ) ( 20 ) Total Revenue $ 1,492 $ 902 $ 604 (1) Our revenue is recognized primarily at a point in time for all reported segments. (2) Tripadvisor experiences and dining revenue within the Tripadvisor Core segment are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis. See “Note 19: Segment and Geographic Information ” for a discussion of intersegment revenue for all periods presented. Contract Balances The following table provides information about the opening and closing balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers (in millions): December 31, 2022 December 31, 2021 Accounts receivable $ 173 $ 105 Contract assets 32 37 Total $ 205 $ 142 Accounts receivable are recognized when the right to consideration becomes unconditional. 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 year ended December 31, 2021, bad debt expense recorded to our allowance for expected credit losses on accounts receivable and contract assets decreased by $ 14 million, when compared to the same period in 2020, primarily due to improved collection trends with our customers driven by the ongoing travel industry recovery from COVID-19 during that year. Contract liabilities generally include payments received in advance of performance under the contract, and are realized as revenue as the performance obligation to the customer is satisfied, which we present as deferred revenue on our consolidated balance sheet. As of January 1, 2022 and 2021, we had $ 36 million and $ 28 million, respectively, recorded as deferred revenue on our consolidated balance sheets, of which $ 34 million and $ 23 million, respectively, was recognized in revenue and $ 2 million and $ 4 million was refunded due to cancellations by travelers during the years ended December 31, 2022 and 2021, 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. There were no significant changes in contract assets or deferred revenue during the years ended December 31, 2022 and 2021 related to business combinations, impairments, cumulative catch-ups or other material adjustments. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments and Fair Value Measurements | NOTE 4: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Cash, Cash Equivalents and Marketable Securities As of December 31, 2022 and 2021, we had $ 1.0 billion and $ 723 million of cash and cash equivalents, respectively, which consisted of available on demand cash deposits and term deposits with maturities of 90 days or less at the date of purchase, in each case, with major global financial institutions. We had no outstanding investments classified as either short-term or long-term marketable securities as of December 31, 2022 and 2021, respectively, and there were no purchases or sales of any marketable securities during the years ended December 31, 2022, 2021 and 2020. The following table shows our cash equivalents, which are measured at fair value on a recurring basis and categorized using the fair value hierarchy, as well as their classification on our consolidated balance sheet as of December 31, 2022 (in millions): Amortized Cost Fair Value (1) Cash Equivalents Level 2: Term deposits $ 200 $ 200 $ 200 Total $ 200 $ 200 $ 200 (1) We did not have any unrealized gains and losses related to our cash equivalents. We had no material financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2021. We generally classify any existing cash equivalents and marketable securities within Level 1 and Level 2 as we value these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). The valuation technique we use to measure the fair value of money market funds is derived from quoted prices in active markets for identical assets or liabilities. Fair values for Level 2 investments are considered “Level 2” valuations because they are obtained from independent pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source. Derivative Financial Instruments We generally use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows for the Euro versus the U.S. Dollar. For the periods ended December 31, 2022, 2021 and 2020, respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days . Our outstanding or unsettled forward contracts were carried at fair value on our consolidated balance sheets at December 31, 2022 and 2021. We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets. We recognize any gain or loss resulting from the change in fair value of our forward contracts in other income (expense), net on our consolidated statement of operations. We recorded a net gain of $ 4 million, $ 2 million, and $ 1 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to our forward contracts. The following table shows the net notional principal amounts of our outstanding derivative instruments for the periods presented: December 31, 2022 December 31, 2021 (in millions) Foreign currency exchange-forward contracts (1)(2) $ 18 $ 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 December 31, 2022 and 2021, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the consolidated balance sheet. Other Financial Assets and Liabilities As of December 31, 2022 and 2021, financial instruments not measured at fair value on a recurring basis including accounts payable, accrued expenses and other current liabilities, and deferred merchant bookings, were carried at cost on our consolidated balance sheets, which approximates their fair values because of the short-term nature of these items. Accounts receivable and contract assets, on our consolidated balance sheets, as well as certain other financial assets, were measured at amortized cost and are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected. The following table shows the aggregate principal and fair value amount of our outstanding 2025 Senior Notes and 2026 Senior Notes as of the periods presented, which are classified as long-term debt on our consolidated balance sheets, and considered Level 2 fair value measurements. Refer to “Note 9: Debt ” for additional information related to our 2025 Senior Notes and 2026 Senior Notes. December 31, 2022 December 31, 2021 (in millions) 2025 Senior Notes Aggregate principal amount $ 500 $ 500 Carrying value amount (1) 495 493 Fair value amount (2) 498 531 2026 Senior Notes Aggregate principal amount $ 345 $ 345 Carrying value amount (3) 341 340 Fair value amount (2) 281 305 (1) Net of $ 5 million and $ 7 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. (2) We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source. (3) Net of $ 4 million and $ 5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. The Company did no t have any assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs at both December 31, 2022 and 2021. Assets Measured at Fair Value on a Non-recurring Basis Non-Marketable Investments Equity Securities Accounted for under the Equity Method In November 2019, the Company and Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited, entered into an agreement to combine certain assets in China through the creation of a new entity, Chelsea Investment Holding Company PTE, Ltd. Tripadvisor contributed a portion of its business in China, including a long-term exclusive brand and content license and other assets, in return for a 40 % equity investment in Chelsea Investment Holding Company PTE Ltd. This investment resulted in the Company recording an initial equity method investment of $ 41 million and a $ 39 million deferred income liability attributable to the brand and content license in the fourth quarter of 2019. The Company expects to earn the deferred income ratably over a 15-year period, congruent with the initial term of the brand and content license, and recorded in other income (expense), net on the consolidated statement of operations. The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence over, but not control, the investee. The carrying value of this minority investment was $ 32 million and $ 34 million as of December 31, 2022 and 2021, respectively, and is included in non-marketable investments on our consolidated balance sheets. During the years ended December 31, 2022, 2021 and 2020, we recognized $ 2 million, $ 3 million and $ 3 million, respectively, representing our share of the investee’s net loss in other income (expenses), net within the consolidated statements of operations. The Company evaluates this investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment based on Level 3 inputs, is recognized in earnings when an impairment is deemed to be other than temporary. Due to ongoing operating losses, primarily due to the ongoing negative impact of COVID-19 in China, we performed a qualitative assessment to evaluate whether this equity investment is impaired as of December 31, 2022. During the years ended December 31, 2022, 2021 and 2020, respectively, we did no t record any impairment loss on this equity investment. The remaining deferred income liability of $ 31 million is presented in accrued expenses and other current liabilities and other long-term liabilities on our consolidated balance sheet of $ 3 million and $ 28 million, respectively, as of December 31, 2022. During the year ended December 31, 2020, the Company entered into various commercial agreements with Chelsea Investment Holding Company PTE Ltd. and/or its subsidiaries. Transactions under these agreements with the equity method investee are considered related-party transactions, and were not material for the years ended December 31, 2022, 2021 and 2020, respectively. Other Equity Investments We also hold a minority investment in equity securities of a privately-held company, which is at an early stage of development and does not have a readily determinable fair value. As of both December 31, 2022 and 2021, the total carrying value of this investment was $ 2 million, and included in non-marketable investments on our consolidated balance sheets. Our policy is to measure this equity investment at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer such observable price changes may include instances where the investee issues equity securities to new investors, thus creating a new indicator of fair value, as an example. On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to evaluate whether this investment is impaired and monitor for any observable price changes. During the years ended December 31, 2022, 2021 and 2020, we did no t record any impairment loss on this equity investment or note any observable price change indicators. Other Long-Term Assets In June 2020, the Company was issued collateralized notes (the “Notes Receivable”) with a total principal amount of $ 20 million from a privately-held company, in exchange for an existing equity investment held in the investee by the Company, and other-long term receivables, net, which the Company held due from the same investee. The Company has classified the Notes Receivable as held-to-maturity, as the Company has concluded it has the positive intent and ability to hold the Notes Receivable until maturity, with 50 % due in five years and remaining 50 % due in 10 years from issuance date. The Company recorded a $ 5 million and $ 3 million allowance for credit losses under GAAP during the years ended December 31, 2021 and 2020, respectively, in other income (expense), net on the consolidated statement of operations, related to the Notes Receivable. As of both December 31, 2022 and 2021, the carrying value of the Notes Receivable was $ 9 million, net of accumulated allowance for credit losses, and is classified in other long-term assets, net on our consolidated balance sheet at amortized cost. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether the Notes Receivable are impaired and monitor for changes to our allowance for credit losses. Other non-financial assets, such as property and equipment, goodwill, intangible assets, and operating lease right-of-use assets are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements, if necessary, are based predominately on Level 3 inputs. Refer to “Note 5: Property and Equipment, Net ”, “Note 6: Leases ” and “Note 7: Goodwill and Intangibles Assets, Net ” for additional information regarding those assets. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 5: PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following for the periods presented: December 31, 2022 December 31, 2021 (in millions) Capitalized website development $ 445 $ 416 Finance lease right-of-use asset (Note 6) 114 114 Leasehold improvements 46 48 Computer equipment and purchased software 82 77 Furniture, office equipment and other 19 20 706 675 Less: accumulated depreciation ( 512 ) ( 460 ) Total $ 194 $ 215 As of December 31, 2022 and 2021, the carrying value of our capitalized website development costs, net of accumulated amortization, was $ 91 million and $ 97 million, respectively. For the years ended December 31, 2022, 2021 and 2020, we capitalized $ 56 million, $ 55 million and $ 63 million, respectively, related to website development costs. For the years ended December 31, 2022, 2021 and 2020, we recorded amortization of capitalized website development costs o f $ 61 m illion, $ 64 million and $ 67 million, respectively, which is included in depreciation expense on our consolidated statements of operations for those years. During the year ended December 31, 2022, we retired and subsequently disposed of certain capitalized website development projects, which were no longer in use and fully depreciated, with a total cost of $ 22 million. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | NOTE 6: LEASES We determine whether a contract is or contains a lease at inception of a contract. We define a lease as a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. Control over the use of the identified asset means that we have both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. Our lease contracts contain both lease and non-lease components which we combine as a single component under our accounting policy by asset class, except for office space leases and certain other leases, such as colocation data center leases, which we account separately for the lease and non-lease components. For leases which the consideration in the contract is allocated to lease and non-lease components, we base it on each component’s relative standalone price. We determine standalone prices for the lease components based on the prices for which other lessors lease similar assets on a standalone basis. We determine standalone prices for the non-lease component based on the prices that third-party suppliers charge for services for similar assets on a standalone basis. If observable standalone prices are not readily available, we estimate the standalone prices based on other available observable information. However, for certain categories of equipment leases, such as network equipment and others, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases that have similar characteristics, we apply a portfolio approach to effectively account for operating lease right-of-use ROU assets and operating lease liabilities. The Company uses its estimated incremental borrowing rate as the discount rate in measuring the present value of our lease payments given the rate implicit in our leases is not typically readily determinable. Given we do not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments, and in economic environments where the leased asset is located. We use the portfolio approach to determine the discount rate for leases with similar characteristics or when the Company is reasonably certain that doing so would not materially affect the accounting for those leases to which a single discount rate is applied. We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance under GAAP. If we continue to be the deemed owner, for accounting purposes, the facilities are accounted for as finance obligations. Finance Leases Finance lease ROU assets and finance lease liabilities are recognized at the lease commencement date or the date the lessor makes the leased asset available for use. Finance lease ROU assets are generally amortized on a straight-line basis over the lease term, and the carrying amount of finance lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable, and (2) reduced to reflect lease payments made during the period. Amortization expense for finance lease ROU assets and interest accretion on finance lease liabilities are recorded to depreciation and interest expense, respectively, in our consolidated statement of operations. We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts (the “Headquarters Lease”). The Headquarters Lease has an expiration date of December 2030 , with an option to extend the lease term for two consecutive terms of five years each. Our Headquarters Lease is accounted for as a finance lease. Operating Leases Our office space leases, exclusive of our Headquarters Lease, are operating leases, which we lease an aggregate of approximately 400,000 square feet at approximately 30 locations across North America, Europe, Asia Pacific and South America, in cities such as New York, London, Sydney, Barcelona, Buenos Aires and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the latest expiring in July 2027 . Operating lease ROU assets and liabilities are recognized at lease commencement date, or the date the lessor makes the leased asset available for use, based on the present value of lease payments over the lease term using the Company’s estimated incremental borrowing rate. ROU assets associated with operating leases comprise the initial lease liability, and are then adjusted for any prepaid or deferred rent payments, unamortized initial direct costs, and lease incentives received. Amortization expense for operating lease ROU assets and interest accretion on operating lease liabilities are recognized as a single operating lease cost in our consolidated statement of operations, which results effectively in recognition of rent expense on a straight-line basis over the lease period. The carrying amount of operating lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable; and (2) reduced to reflect lease payments made during the period. We present the combination of both the amortization of operating lease ROU assets and the change in the operating lease liabilities in the same line item within the adjustments to reconcile net income (loss) to net cash provided by operating activities in our consolidated statement of cash flows. Lease incentives are recognized as reductions of rental expense on a straight-line basis over the term of the lease. Certain of our operating leases include options to extend the lease terms for up to 6 years and/or terminate the leases within 1 year , which we include in our lease term if we are reasonably certain to exercise these options. Payments under our operating leases are primarily fixed, however, certain of our operating lease agreements include rental payments which are adjusted periodically for inflation. We recognize these costs as variable lease costs on our consolidated statement of operations, which were not material during the years ended December 31, 2022, 2021 and 2020. In addition, our short-term lease costs were not material in any period presented. We also establish assets and liabilities at the present value of estimated future costs to return certain of our leased facilities to their original condition to satisfy any asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs and are included in other long-term liabilities on our consolidated balance sheet. Our asset retirement obligations were not material as of both December 31, 2022 and 2021. Operating and finance lease assets and liabilities are included on our consolidated balance sheet as follows for the periods presented: December 31, December 31, Presentation on Consolidated Balance Sheet 2022 2021 (in millions) Noncurrent Lease Assets: Finance lease Property and equipment, net $ 76 $ 86 Operating lease Operating lease right-of-use-assets 27 42 Total lease assets $ 103 $ 128 Current Lease Liabilities: Finance lease Accrued expenses and other current liabilities $ 6 $ 6 Operating lease Accrued expenses and other current liabilities 14 20 Total current lease liabilities 20 26 Noncurrent Lease Liabilities: Finance lease Finance lease liability, net of current portion 58 65 Operating lease Operating lease liabilities, net of current portion 15 29 Total noncurrent lease liabilities 73 94 Total lease liabilities $ 93 $ 120 As of December 31, 2022, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations for us. The components of lease expense were as follows for the periods presented: Year ended December 31, 2022 2021 2020 (in millions) Operating lease cost (1) $ 19 $ 21 $ 28 Finance lease cost: Amortization of right-of-use assets (2) $ 10 $ 10 $ 10 Interest on lease liabilities (3) 3 4 4 Total finance lease cost $ 13 $ 14 $ 14 Sublease income (1) ( 9 ) ( 5 ) ( 3 ) Total lease cost, net $ 23 $ 30 $ 39 (1) Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations. (2) Amount is included in depreciation expense in our consolidated statements of operations. (3) Amount is included in interest expense in our consolidated statements of operations. Additional information related to our leases is as follows for the periods presented: Year ended December 31, 2022 2021 2020 Supplemental Cash Flows Information: (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 22 $ 25 $ 26 Operating cash outflows from finance lease 3 3 4 Financing cash outflows from finance lease 6 6 6 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 2 $ 6 $ 4 Year ended December 31, 2022 2021 Weighted-average remaining lease term: Operating leases 2.5 years 3.0 years Finance lease 8.0 years 9.0 years Weighted-average discount rate: Operating leases 3.7 % 3.7 % Finance lease 4.5 % 4.5 % Future lease payments under non-cancelable leases as of December 31, 2022 were as follows: Year Ending December 31, Operating Leases Finance Lease (in millions) 2023 $ 15 $ 9 2024 9 9 2025 3 10 2026 2 10 2027 1 10 Thereafter — 28 Total future lease payments 30 76 Less imputed interest ( 1 ) ( 12 ) Total lease liabilities $ 29 $ 64 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The following table summarizes our goodwill activity by reportable segment for the periods presented: Hotels, Media & Platform Experiences & Dining Other (2) Tripadvisor Core Viator TheFork Total (in millions) Balance as of December 31, 2020 $ 407 $ 362 $ 93 $ — $ — $ — $ 862 Foreign currency translation adjustments — ( 18 ) ( 1 ) — — — ( 19 ) Balance as of December 31, 2021 $ 407 $ 344 $ 92 $ — $ — $ — $ 843 Foreign currency translation adjustments — ( 18 ) ( 5 ) — ( 1 ) 3 ( 21 ) Allocation to new segments (1) ( 407 ) ( 326 ) ( 87 ) 599 120 101 — Balance as of December 31, 2022 $ — $ — $ — $ 599 $ 119 $ 104 $ 822 (1) Refer to “Note 19: Segment and Geographic Information ” for information regarding our reportable segment changes in the second quarter of 2022. (2) Other consists of the combination of Rentals, Flights & Car, and Cruises, and did not previously constitute a reportable segment. There were no goodwill impairment charges recognized on our consolidated statements of operations during the years ended December 31, 2022 and 2021, respectively. Refer to “Note 2: Significant Accounting Policies ” for discussion regarding the Company’s 2022 interim and annual goodwill impairment assessments. During 2020, the Company recognized a goodwill impairment charge of $ 3 million, which represented all goodwill previously allocated to our former Tripadvisor China reporting unit. This impairment was driven by strategic operating decisions made by the Company. As of both December 31, 2022 and 2021, accumulated goodwill impairment losses totaled $ 3 million, which was associated with the Tripadvisor Core segment as of December 31, 2022 and Other as of December 31, 2021. Intangibles Intangible assets, acquired in business combinations and recorded at fair value on the date of purchase, consisted of the following for the periods presented: December 31, 2022 2021 (in millions) Intangible assets with definite lives $ 219 $ 237 Less: accumulated amortization ( 198 ) ( 202 ) Intangible assets with definite lives, net 21 35 Intangible assets with indefinite lives 30 30 Total $ 51 $ 65 Amortization expense for definite-lived intangible assets was $ 13 million, $ 20 million, and $ 26 million, for the years ended December 31, 2022, 2021 and 2020, respectively. Our indefinite-lived intangible assets relate to trade names and trademarks for the Tripadvisor brand. During the Company's annual indefinite-lived intangible impairment test during the fourth quarter of 2022, a qualitative assessment was performed. As part of our qualitative assessment we considered, amongst other factors, the amount of excess fair value of our trade names and trademarks to the carrying value of those same assets, changes in estimates, and valuation input assumptions, since our previous quantitative analysis. After considering these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative assessment, we determined that it was more likely than not that our indefinite-lived intangible assets were no t impaired as of December 31, 2022. There were no impairment charges recognized to our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 related to our intangible assets. The following table presents the components of our intangible assets with definite lives for the periods presented: December 31, 2022 December 31, 2021 Weighted Average Gross Net Gross Net Remaining Life Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount (in millions) (in millions) Trade names and trademarks 1.7 $ 47 $ ( 40 ) $ 7 $ 55 $ ( 43 ) $ 12 Customer lists and supplier relationships 4.7 95 ( 87 ) 8 99 ( 87 ) 12 Subscriber relationships 3.3 34 ( 33 ) 1 40 ( 36 ) 4 Technology and other 2.5 43 ( 38 ) 5 43 ( 36 ) 7 Total 3.2 $ 219 $ ( 198 ) $ 21 $ 237 $ ( 202 ) $ 35 Our definite-lived intangible assets are being amortized on a straight-line basis. The straight-line method of amortization is currently our best estimate, or approximates to date, the distribution of the economic use of these intangible assets. The estimated amortization expense for intangible assets with definite lives for each of the next five years, and the expense thereafter, assuming no subsequent impairment of the underlying assets or change in estimate of remaining lives, is expected to be as follows (in millions): 2023 $ 9 2024 6 2025 3 2026 2 2027 1 2028 and thereafter — Total $ 21 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 8: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following for the periods presented: December 31, 2022 December 31, 2021 (in millions) Accrued salary, bonus, and other employee-related benefits $ 65 $ 58 Accrued marketing costs 68 27 Interest payable (1) 17 16 Current income taxes payable (2) 16 3 Finance lease liability - current portion (3) 6 6 Operating lease liabilities - current portion (3) 14 20 Other 61 51 Total $ 247 $ 181 (1) Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 9: Debt ” for further information. (2) Refer to “Note 11: Income Taxes ” for further information regarding our income tax liabilities. (3) Refer to “Note 6: Leases ” for further information regarding our lease obligations. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9: DEBT The Company’s outstanding debt consisted of the following for the periods presented: December 31, 2022 Outstanding Principal Amount Unamortized Debt Issuance Costs Carrying Value (in millions) Long-Term Debt: 2025 Senior Notes $ 500 $ ( 5 ) $ 495 2026 Senior Notes 345 ( 4 ) 341 Total Long-Term Debt $ 845 $ ( 9 ) $ 836 December 31, 2021 Outstanding Principal Amount Unamortized Debt Issuance Costs Carrying Value (in millions) Long-Term Debt: 2025 Senior Notes $ 500 $ ( 7 ) $ 493 2026 Senior Notes 345 ( 5 ) 340 Total Long-Term Debt $ 845 $ ( 12 ) $ 833 Credit Facility We are party to a credit agreement with a group of lenders initially entered into in June 2015 (as amended, the “Credit Agreement”), which, among other things, provides for a $ 500 million secured revolving credit facility (the “Credit Facility”) with a maturity date of May 12, 2024 . The Company may borrow from the Credit Facility in U.S. dollars and Euros. In addition, the Credit Facility includes $ 15 million of borrowing capacity available for letters of credit and $ 40 million for Swing Line borrowings on same-day notice. As of December 31, 2022 and 2021, we had issued $ 4 million and $ 3 million, respectively, of undrawn standby letters of credit under the Credit Facility. The Credit Facility, among other things, requires us to maintain a maximum leverage ratio and contains certain customary affirmative covenants and events of default, including a change of control. We amended the Credit Facility during 2020 to, among other things: suspend the leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring the Company to maintain $ 150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity), until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $ 200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”). The Company remained in the Leverage Covenant Holiday as of December 31, 2022. Based on the Company’s existing leverage ratio, any outstanding or future borrowings under the Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25 % to 2.00 % with a London Inter-Bank Offered Rate (“LIBO rate”) floor of 1.00 % per annum; or (ii) the Alternate Base Rate Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum , and (c) the Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00 % ; in addition to an applicable margin ranging from 0.25 % to 1.00 %. In addition, based on the Company’s existing leverage ratio , we are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.15 % to 0.30 % as of December 31, 2022, on the daily unused portion of the Credit Facility for each fiscal quarter during the Leverage Covenant Holiday and in connection with the issuance of letters of credit. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the Credit Facility. During the first quarter of 2020, the Company borrowed $ 700 million under the Credit Facility. These funds were drawn down as a precautionary measure to reinforce the Company’s liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from COVID-19. The Company repaid these borrowings in full during July 2020. For the years ended December 31, 2022, 2021 and 2020, we recorded total interest expense and commitment fees on the Credit Facility of $ 1 million, $ 3 million and $ 10 million , respectively, to interest expense on our consolidated statements of operations. In connection with the amendments to our Credit Facility in 2020, we incurred additional lender fees and debt financing costs totaling $ 7 million, which were capitalized as deferred financing costs and recorded to other long-term assets on the consolidated balance sheet, while $ 2 million of previously deferred financing costs related to the Credit Facility were immediately recognized to interest expense on our consolidated statement of operations for the year ended December 31, 2020. As of December 31, 2022 and 2021, the Company had $ 2 million and $ 4 million, respectively, remaining in deferred financing costs in connection with the Credit Facility. These costs will be amortized over the remaining term of the Credit Facility, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations. There is no specific repayment date prior to the maturity date for any borrowings under the Credit Agreement. We may voluntarily repay any outstanding borrowing under the Credit Facility at any time without premium or penalty, other than customary breakage costs with respect to Eurocurrency loans. Additionally, the Company believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, we classify any borrowings under this facility as long-term debt. The Credit Agreement contains a number of covenants that, among other things, restrict our ability to incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The Credit Agreement also limits the Company from repurchasing shares of its common stock and paying dividends, among other restrictions, during the Leverage Covenant Holiday. In addition, to secure the obligations under the Credit Agreement, the Company and certain subsidiaries have granted security interests and liens in and on substantially all of their assets as well as pledged shares of certain of the Company’s subsidiaries. The Credit Agreement also contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the Credit Facility. As of December 31, 2022 and 2021, we were in compliance with our covenants. 2025 Senior Notes On July 9, 2020 , the Company completed the sale of $ 500 million aggregate principal amount of 7.0 % Senior Notes due 2025 (the “2025 Senior Notes”), pursuant to a purchase agreement, dated July 7, 2020 , among the Company, the guarantors party thereto and the initial purchasers party thereto in a private offering to qualified institutional buyers. The 2025 Senior Notes were issued pursuant to an indenture, dated July 9, 2020 (the “2025 Indenture”), among the Company, the guarantors and the trustee. The 2025 Indenture provides, among other things, that interest is payable on the 2025 Senior Notes semiannually on January 15 and July 15 of each year, which began on January 15, 2021 , and continue until their maturity date of July 15, 2025 . The 2025 Senior Notes are senior unsecured obligations of the Company and are guaranteed by certain of the Company’s domestic subsidiaries . The Company has the option to redeem all or a portion of the 2025 Senior Notes at any time on or after July 15, 2022 at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the 2025 Indenture), the Company will be required to make an offer to purchase the 2025 Senior Notes at a price equal to 101 % of the aggregate principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. These features have been evaluated as embedded derivatives under GAAP; however, the Company has concluded they do not meet the requirements to be accounted for separately. As of both December 31, 2022 and 2021, unpaid interest on our 2025 Senior Notes totaled approximately $ 16 million and was included in accrued expenses and other current liabilities on our consolidated balance sheets, an d $ 35 million, $ 35 million and $ 17 m illion was recorded as interest expense on our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. In the third quarter of 2020, the Company used all proceeds from the 2025 Senior Notes to repay a portion of our Credit Facility outstanding borrowings. The 2025 Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, restrict the ability of the Company and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; create restrictions affecting the ability of restricted subsidiaries to make distributions, loans or advances or transfer assets to the Company or the restricted subsidiaries; enter into certain transactions with the Company’s affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of the Company’s assets. 2026 Senior Notes On March 25, 2021, we entered into a purchase agreement for the sale of $ 300 million aggregate principal amount of 0.25 % Convertible 2026 Senior Notes due 2026 (the “2026 Senior Notes”) in a private offering to qualified institutional buyers. The 2026 Senior Notes included an over-allotment option that provided the initial purchasers of the 2026 Senior Notes with the option to purchase an additional $ 45 million aggregate principal amount of the 2026 Senior Notes; such over-allotment option was fully exercised. In connection with the issuance of the 2026 Senior Notes, the Company entered into an Indenture, dated March 25, 2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee. The terms of the 2026 Senior Notes are governed by the 2026 Indenture. The 2026 Senior Notes mature on April 1, 2026 , unless earlier converted, redeemed or repurchased. The 2026 Senior Notes are senior unsecured obligations of the Company, although guaranteed by certain of the Company’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year, which began on October 1, 2021 . As of December 31, 2022 and 2021, unpaid interest on our 2026 Senior Notes was not material. The 2026 Senior Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice . In addition, calling any such note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. The 2026 Senior Notes are unconditionally guaranteed, on a joint and several basis, by the guarantors on a senior, unsecured basis. The 2026 Senior Notes are our general senior unsecured obligations and rank equally in right of payment with all of our existing and future senior indebtedness, and senior in right of payment to all of our future subordinated indebtedness. The 2026 Senior Notes will be effectively subordinated to any of our existing and future secured indebtedness, including borrowings under the Credit Facility, to the extent of the value of the assets securing such indebtedness. Holders may convert their 2026 Senior Notes at any time prior to the close of business on the business day immediately preceding January 1, 2026, in multiples of $ 1,000 principal amount, only under the following conditions and circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of 2026 Senior Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events as described in the 2026 Indenture. In addition, holders may convert their 2026 Senior Notes, in multiples of $ 1,000 principal amount, at their option at any time beginning on or after January 1, 2026, and prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the 2026 Senior Notes, without regard to the foregoing circumstances. The initial conversion rate for the 2026 Senior Notes is 13.5483 shares of common stock per $ 1,000 principal amount of 2026 Senior Notes, which is equivalent to an initial conversion price of approximately $ 73.81 per share of common stock, or approximately 4.7 million shares of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the 2026 Indenture. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock. The Company accounts for the 2026 Senior Notes as a liability measured at its amortized cost, and no other features of the 2026 Senior Notes are bifurcated and recognized as a derivative . The proceeds from the issuance of the 2026 Senior Notes were approximately $ 340 million, net of debt issuance costs of $ 5 million comprised primarily of the initial purchasers’ discount, and the Company used a portion of the proceeds from the 2026 Senior Notes to enter into capped call transactions, as discussed below. T he Company intends to use the remainder of the proceeds from this offering for general corporate purposes, which may include repayment of debt, including the partial redemption and/or purchase of our 2025 Senior Notes prior to maturity. The debt issuance costs will be amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations. During the years ended December 31, 2022 and 2021, our effective interest rate on our 2026 Senior Notes, including debt issuance costs, was approxi mately 0.47 % and 0.53 %, respectively, and $ 1 million was recorded as interest expense on our consolidated statements of operations for both the years ended December 31, 2022 and 2021. The 2026 Senior Notes are unsecured and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or restrictions on the issuance or repurchase of securities by the Company. Capped Call Transactions In connection with the issuance of the 2026 Senior Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Senior Notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”) at a cost of approximately $ 35 million. The Capped Calls are separate transactions entered into by the Company with each of the Option Counterparties, and are not part of the terms of the 2026 Senior Notes and therefore will not affect any noteholder’s rights under the 2026 Senior Notes. Noteholders will not have any rights with respect to the Capped Calls. The Capped Calls cover, subject to anti-dilution adjustments, substantially similar to those applicable to the conversion rate of the 2026 Senior Notes, the number of shares of common stock initially underlying the 2026 Senior Notes, or up to approximately 4.7 million shares of our common stock. The Capped Calls are expected generally to reduce potential dilution to the common stock upon any conversion of 2026 Senior Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2026 Senior Notes, as the case may be, with such reduction and/or offset subject to a cap. The strike price of the Capped Calls is $ 73.81 , while the cap price of the Capped Calls will initially be $ 107.36 per share of our common stock, which represents a premium of 100 % over the close price of our common stock of $ 53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls. The Capped Calls are considered indexed to our own stock and are considered equity classified under GAAP, and included as a reduction to additional paid-in-capital within stockholders’ equity on our consolidated balance sheets as of both December 31, 2022 and 2021. The Capped Calls are not accounted for as derivatives and their fair value is not remeasured each reporting period. In addition, upon entering into the Capped Calls we recorded an associated deferred tax asset of $ 9 million, as we made an income tax election allowable under the IRS regulations in order to recover the cost of the Capped Calls as interest expense for income tax purposes only over the term of the 2026 Senior Notes. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Other Long-Term Liabilities | NOTE 10: OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following for the periods presented: December 31, 2022 December 31, 2021 (in millions) Unrecognized tax benefits (1) $ 204 $ 177 Deferred gain on equity method investment (2) 28 31 Long-term income taxes payable (3) 27 2 Other 6 5 Total $ 265 $ 215 (1) Refer to “Note 11: Income Taxes ” for information regarding our unrecognized tax benefits. Amounts include accrued interest related to this liability . (2) Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 4: Financial Instruments and Fair Value Measurements ” for additional information . (3) Amount relates to the long-term portion of transition tax payable related to the 2017 Tax Act. Refer to “Note 11: Income Taxes ,” for additional information. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 11: INCOME TAXES The following table presents a summary of our domestic and foreign income (loss) before income taxes for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Domestic $ 37 $ ( 127 ) $ ( 262 ) Foreign 30 ( 58 ) ( 107 ) Income (loss) before income taxes $ 67 $ ( 185 ) $ ( 369 ) The components of our provision (benefit) for income taxes consisted of the following for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Current income tax expense (benefit): Federal $ 37 $ 6 $ ( 73 ) State 3 ( 1 ) ( 3 ) Foreign 26 2 ( 3 ) Current income tax expense (benefit) 66 7 ( 79 ) Deferred income tax expense (benefit): Federal ( 19 ) ( 21 ) 13 State 1 ( 5 ) ( 10 ) Foreign ( 1 ) ( 18 ) ( 4 ) Deferred income tax expense (benefit) ( 19 ) ( 44 ) ( 1 ) Provision (benefit) for income taxes $ 47 $ ( 37 ) $ ( 80 ) The significant components of our deferred tax assets and deferred tax liabilities consisted of the following for the periods presented: December 31, 2022 2021 (in millions) Deferred tax assets: Stock-based compensation $ 28 $ 31 Net operating loss carryforwards 83 102 Provision for accrued expenses 6 4 Lease financing obligation 17 20 Foreign advertising spend 14 15 Tax credit carryforward 7 12 Capitalized research expenses (1) 39 — Interest carryforward 53 71 Other 19 15 Total deferred tax assets $ 266 $ 270 Less: valuation allowance ( 114 ) ( 123 ) Net deferred tax assets $ 152 $ 147 Deferred tax liabilities: Intangible assets $ ( 48 ) $ ( 51 ) Property and equipment ( 6 ) ( 22 ) Prepaid expenses ( 4 ) ( 3 ) Building - corporate headquarters ( 16 ) ( 17 ) Other ( 1 ) ( 1 ) Total deferred tax liabilities $ ( 75 ) $ ( 94 ) Net deferred tax asset (liability) $ 77 $ 53 (1) As required by the 2017 tax Cuts and Jobs Act, effective January 1, 2022, our research and development expenditures were capitalized and amortized, which resulted in a deferred tax asset. At December 31, 2022, we had federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $ 2 million, $ 97 million, and $ 306 million, respectively. U.S. federal NOLs of $ 2 million expire at various times starting from 2029 . State NOLs of $ 13 million may be carried forward indefinitely, while the remaining state NOLs of $ 84 million expire at various times starting from 2024 . Foreign NOLs of $ 302 million may be carried forward indefinitely, while the remaining foreign NOLs of $ 4 million expire at various times starting from 2023 . As of December 31, 2022, we had a valuation allowance of approximately $ 114 million rela ted to certain NOL carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit will not be realized. This amount represented a decrease of $ 9 million, as compared to the balance as of December 31, 2021. The decrease was primarily related to a change in a deferred tax asset in our U.K. subsidiaries. Except for such foreign deferred tax assets, discussed above, we expect to realize all of our deferred tax assets. Due to the negative impact from COVID-19 in recent years and the continued risks and uncertainties that remain, in addition to economic uncertainty of a potential U.S. recession and global inflationary pressures, we will continue to monitor our financial performance to determine if the valuation allowance against our deferred tax assets may be necessary in the future. A reconciliation of the provision (benefit) for income taxes to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes is as follows for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Income tax expense at the federal statutory rate $ 14 $ ( 39 ) $ ( 77 ) Foreign rate differential (1) — ( 14 ) ( 9 ) State income taxes, net of effect of federal tax benefit 5 ( 2 ) ( 11 ) Unrecognized tax benefits and related interest 17 4 4 Rate differential on US NOL carryback (2) — — ( 23 ) Research tax credit ( 2 ) ( 7 ) ( 9 ) Stock-based compensation 11 ( 1 ) 14 Change in valuation allowance 5 8 25 Local income tax on intercompany transaction — — 1 Executive compensation 1 6 6 Other, net ( 4 ) 8 ( 1 ) Provision (benefit) for income taxes $ 47 $ ( 37 ) $ ( 80 ) (1) During 2021, we extinguished intercompany debt which resulted in a reduction of our overall foreign rate differential. (2) As a result of the CARES Act, an income tax benefit of $ 23 million was recorded during the year ended December 31, 2020 related to the income tax rate differential in tax years applicable to U.S. loss carryforwards that became eligible for carryback. The CARES Act allowed the Company to carryback our U.S. federal NOLs incurred in 2020, generating an expected U.S. federal tax benefit of $ 76 million, of which $ 64 million was refunded during the year ended December 31, 2022. The remaining refund of $ 12 million is included in income taxes payable on our consolidated balance sheet as of December 31, 2022 and is expected to be received during the year ending December 31, 2023. In addition, $ 25 million of this refund received was recorded to long-term taxes payable on our consolidated balance sheet as of December 31, 2022, which reflects future transition tax payments to be made by the Company related to the 2017 Tax Act. In addition, certain governments have passed legislation to assist businesses during the COVID-19 pandemic through loans, wage subsidies, wage tax relief or other financial aid. We participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme, as well as similar programs in other global jurisdictions. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other global jurisdictions, we also participated in programs where government assistance was in the form of wage subsidies and reductions in wage-related employer taxes paid by us. We recognize these government assistance benefits when there is a reasonable assurance of compliance with the conditions associated with the assistance and the amount is received. During the years ended December 31, 2022, 2021 and 2020, we recognized government grants and other assistance benefits of $ 12 million, $ 9 million and $ 12 million , respectively. These amounts are not income tax related and were recorded as a reduction of personnel and overhead costs within operating costs in the consolidated statements of operations. The Company does not expect any additional future benefits of this nature. Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and profits in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued which was not material as of December 31, 2022. As of December 31, 2022, $ 445 million of our cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested. For purposes of governing certain of the ongoing relationships between Tripadvisor and Expedia at and after the Spin-Off, and to provide for an orderly transition, Tripadvisor and Expedia entered into various agreements at the time of the Spin-Off, which Tripadvisor has satisfied its obligations. However, Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement. Under the Tax Sharing Agreement between Tripadvisor and Expedia, Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Spin-Off (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies) to the extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax sharing agreement, (ii) any acquisition of Tripadvisor equity securities or assets or those of a member of the Tripadvisor group, or (iii) any failure of the representations with respect to Tripadvisor or any member of our group to be true or any breach by Tripadvisor or any member of the Tripadvisor group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel. The full text of the Tax Sharing Agreement is incorporated by reference in this Annual Report on Form 10-K as Exhibit 10.2. By virtue of consolidated income tax returns previously filed with Expedia, we are currently under an IRS audit for the 2009, 2010 and short-period 2011 tax years. We are separately 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 questioning the timing and amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2009. As of December 31, 2022, no material assessments have resulted, except as noted below regarding our 2009, 2010, and 2011 IRS audit with Expedia, our 2014 through 2016 standalone IRS audit, and our 2012 through 2016 HM Revenue & Customs (“HMRC”) audit. In January 2017 and April 2019, as part of the IRS audit of Expedia, we received Notices of Proposed Adjustment from the IRS for the 2009, 2010, and 2011 tax years. Subsequently, in August 2020, we received Notices of Proposed Adjustment from the IRS for the 2014, 2015, and 2016 tax years. The statute of limitation of assessment for all years subject to the Notices of Proposed Adjustment outlined above remain open. 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, for the open tax years, in an estimated range of $ 85 million to $ 95 million at the close of the audit if the IRS prevails, which includes $ 20 million to $ 30 million related to the 2009 through 2011 pre Spin-Off tax y ears. The estimated ranges take into consideration competent authority relief and transition tax regulations and is exclusive of deferred tax consequences and interest expense, which would be significant. We disagree with the proposed adjustments, and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for the open years outlined above, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we would be subject to significant additional tax liabilities. We have previously requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for open tax years 2009 through 2011 and 2014 through 2016. We evaluated our transfer pricing reserves as of December 31, 2022, based on the facts and circumstances that existed as of the reporting date and consider them to be the Company’s best estimate as of December 31, 2022. In January 2023, we received a final notice regarding a MAP settlement for the 2009 through 2011 tax years, which we accepted in February 2023. In the first quarter of 2023, we will record additional income tax expense as a discrete item, inclusive of interest, in an estimated range of $ 25 million to $ 35 million specifically related to this settlement. This MAP settlement supersedes the Notices of Proposed Adjustment for 2009 through 2011 from the IRS, described above. We will review the impact of the acceptance of this settlement position to our transfer pricing income tax reserves for the subsequent tax years during the first quarter of 2023. Based on this new information received subsequent to year end, adjustments may occur, which could be material. In January 2021, we received from HMRC an issue closure notice relating to adjustments for 2012 through 2016 tax years. These proposed adjustments are related to certain transfer pricing ar rangements 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. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest and penalties) is as follows during the periods presented: December 31, 2022 2021 2020 (in millions) Balance, beginning of year $ 144 $ 144 $ 140 Increases to tax positions related to the current year 5 5 3 Increases to tax positions related to the prior year 29 1 1 Decreases due to lapsed statute of limitations ( 20 ) — — Decreases due to tax positions related to the prior year ( 1 ) — — Settlements during current year — ( 6 ) — Balance, end of year $ 157 $ 144 $ 144 As of December 31, 2022, we had $ 204 million of unrecognized tax benefits, inclusive of interest, which is classified as long-term and primarily included in other long-term liabilities on our consolidated balance sheet. The amount of unrecognized tax benefits, if recognized, would reduce income tax expense by $ 74 million, due to correlative adjustments in other tax jurisdictions. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statement of operations. As of December 31, 2022 and 2021, total gross interest accrued was $ 47 million and $ 39 million, respectively, and was recorded in unrecognized tax benefits in other long-term liabilities on the consolidated balance sheets. As a result of the impact of the IRS audit described above, we anticipate a material adjustment to these reserves in 2023. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12: COMMITMENTS AND CONTINGENCIES As of December 31, 2022, we have contractual obligations and commercial commitments that include expected interest payments on our 2026 Senior Notes and 2025 Senior Notes, expected commitment fees on our Credit Facility, and non-cancellable long-term purchase obligations, as summarized in the table below. The expected amounts and timing of payments discussed below were estimated based on information available to us as of December 31, 2022. By Period Total Less than 1 to 3 years 3 to 5 years More than (in millions) Expected interest payments on 2025 Senior Notes (1) $ 90 $ 35 $ 55 $ — $ — Expected interest payments on 2026 Senior Notes (2) 3 1 2 — — Expected commitment fee payments on Credit Facility (3) 3 2 1 — — Purchase obligations and other (4) 39 21 16 1 1 Total (5) $ 135 $ 59 $ 74 $ 1 $ 1 (1) Expected interest payments on our 2025 Senior Notes are based on a fixed interest rate of 7.0 %, as of December 31, 2022 and a ssumes that our existing debt is repaid at maturity. Refer to “Note 9: Debt ” for additional information on our 2025 Senior Notes. (2) Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25 %, as of December 31, 2022 and a ssumes that our existing debt is repaid at maturity. Refer to “Note 9: Debt ” for additional information on our 2026 Senior Notes. (3) Expected commitment fee payments are based on the daily unused portion of our Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2022; however, these variables could change significantly in the future. Refer to “Note 9: Debt ” for additional information on our Credit Facility. (4) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through approximately June 2029. These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations. (5) Excluded from the table was $ 4 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2022. Legal Proceedings In the ordinary course of business, we are party to legal, regulatory and administrative matters, including threats thereof, arising out of, or in connection with our operations. These matters may involve claims involving intellectual property rights (including privacy, alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition and consumer protection matters), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes. Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. We record the estimated loss in our consolidated statements of operations when (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material. We provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. We base accruals on the best information available at the time which can be highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business. However, the final outcome of these matters could vary significantly from our estimates. Finally, there may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which could have a material adverse effect on us. All legal fees incurred by the Company related to any regulatory and legal matters are expensed in the period incurred. Income and Non-Income Taxes We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and non-income tax matters. We have reserved for potential adjustments that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical tax provisions and accruals. The results of an audit could have a material effect on our financial position, results of operations, or cash flows in the period for which that determination is made. Refer to “Note 11: Income Taxes ” for further information on potential contingencies surrounding income taxes. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | NOTE 13: EMPLOYEE BENEFIT PLANS Retirement Savings Plan The Tripadvisor Retirement Savings Plan (the “401(k) Plan”), qualifies under Section 401(k) of the Internal Revenue Code. The 401(k) Plan allows participating employees, which includes most of our U.S. employees, to make contributions of a specified percentage of their eligible compensation. Participating employees may contribute up to 50 % of their eligible salary on a pre-tax basis, but not more than statutory limits. Employee-participants age 50 and over may also contribute an additional amount of their salary on a pre-tax tax basis up to the IRS Catch-Up Provision Limit (or “catch-up contributions”). Employees may also contribute into the 401(k) Plan on an after-tax basis up (or “Roth 401(k) contributions”) to an annual maximum of 10 %. The 401(k) Plan has an automatic enrollment feature at 6 % pre-tax. We match 50 % of the first 6 % of employee contributions to the plan for a maximum employer contribution of 3 % of a participant’s eligible earnings. The catch-up contributions are not eligible for employer matching contributions. The matching contributions portion of an employee’s account, vests after two years of service. Additionally, at the end of the 401(k) Plan year, we make a discretionary matching contribution to eligible participants. This additional discretionary matching employer contribution (or “true up”) is limited to match only contributions up to 3% of eligible compensation. We also have various defined contribution plans for our non-U.S. employees. Our contribution to the 401(k) Plan and our non-U.S. defined contribution plans which are recorded in our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were $ 11 million, $ 10 million, and $ 11 million, respectively. Deferred Compensation Plan for Non-Employee Directors The Company has a Deferred Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. The cash fund will be credited with interest at an annual rate equal to the weighted average prime or base lending rate of a financial institution selected in accordance with the terms of the Deferred Compensation Plan and applicable law. Upon termination of service as a director of Tripadvisor, a director will receive (i) with respect to share units, such number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election. Under the Deferred Compensation Plan, 100,000 shares of Tripadvisor common stock are available for issuance to non-employee directors. From the inception of the Deferred Compensation Plan through December 31, 2022, a total of 557 shares have been issued for such purpose. Executive Severance Plan and Summary Plan Description The Company also maintains its Executive Severance Plan and Summary Plan Description (the “Severance Plan”) which is applicable to certain employees of the Company and its subsidiaries. The Severance Plan formalizes and standardizes the Company’s severance practices for certain designated employees (each, a “Participant” and, collectively, the “Participants”). Participants covered by the Severance Plan generally will be eligible to receive severance benefits in the event of a termination by the Company without Cause or, under certain circumstances, by the Participant for Good Reason. The severance benefits differ if there is a termination of employment in connection with a Change in Control. The severance benefits provided pursuant to the Severance Plan are determined based on the job classification of the Participants (as reflected in internal job profile designations) and, in certain cases, their years of service with the Company. During the years ended December 31, 2022, 2021 and 2020, respectively, we recognized $ 1 million, $ 1 million and $ 5 million of expense under the Severance Plan on our consolidated statements of operations. |
Stock Based Awards and Other Eq
Stock Based Awards and Other Equity Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Awards and Other Equity Instruments | NOTE 14: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS Stock-based Compensation Expense The following table presents the amount of stock-based compensation expense related to stock-based awards, primarily stock options and RSUs, on our consolidated statements of operations during the periods presented: Year ended December 31, 2022 2021 2020 (in millions) Cost of revenue $ 1 $ 1 $ 1 Selling and marketing 12 16 16 Technology and content 36 46 44 General and administrative 39 57 48 Total stock-based compensation expense 88 120 109 Income tax benefit from stock-based compensation expense ( 18 ) ( 23 ) ( 23 ) Total stock-based compensation expense, net of tax effect $ 70 $ 97 $ 86 We capitalized $ 10 million, $ 13 million and $ 15 million of stock-based compensation expense as website development costs during the years ended December 31, 2022, 2021 and 2020, respectively. Stock and Incentive Plans On December 20, 2011, our 2011 Stock and Annual Incentive Plan (the “2011 Plan”) became effective and we filed a Registration Statement registering a total of 17,500,000 shares of our common stock, of which 17,400,000 shares were issuable in connection with grants of equity-based awards under our 2011 Plan and 100,000 shares were issuable under our Deferred Compensation Plan for Non-Employee Directors (refer to “Note 13: Employee Benefit Plans ” for information on our Deferred Compensation Plan for Non-Employee Directors). At our annual meeting of stockholders held on June 28, 2013, our stockholders approved an amendment to our 2011 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000 shares. On June 21, 2018, our stockholders approved the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and we filed a Registration Statement registering 6,000,000 shares plus the number of shares available for issuance (and not subject to outstanding awards) under the 2011 Plan. As of the effective date of the 2018 Plan, the Company ceased granting awards under the 2011 Plan. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to our directors, officers, employees and consultants. On June 8, 2021, our stockholders approved an amendment to the Company’s 2018 Plan to, among other things, increase the aggregate number of shares reserved and available for issuance under the 2018 Plan by 10,000,000 shares. The purpose of this amendment was to provide sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees and management with equity incentives. The foregoing summary of the material terms of the 2018 Plan is qualified in its entirety by reference to the 2018 Stock and Annual Incentive Plan and Amendment No. 1 incorporated herein by reference as Exhibit 10.4 and Exhibit 10.37, respectively, to this Annual Report on Form 10-K. As of December 31, 2022, the total number of shares reserved for future stock-based awards under the 2018 Plan was approximately 11 million shares. All shares of common stock issued in respect of the exercise of options, RSUs, or other equity awards have been issued from authorized, but unissued common stock. Stock Based Award Activity and Valuation 2022 Stock Option Activity A summary of our stock option activity, consisting of service-based non-qualified stock options, is presented below: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Per Contractual Intrinsic Outstanding Share Life Value (in thousands) (in years) (in millions) Options outstanding as of December 31, 2021 5,671 $ 47.03 Granted (1) 841 20.00 Exercised (2) ( 13 ) 24.94 Cancelled or expired ( 1,037 ) 44.06 Options outstanding as of December 31, 2022 5,462 $ 43.48 5.1 $ — Exercisable as of December 31, 2022 3,931 $ 49.19 3.6 $ — Vested and expected to vest after December 31, 2022 (3) 5,316 $ 43.93 5.0 $ — (1) Inclusive of approximately 516,000 stock options awarded to Matt Goldberg, our CEO, during July 2022. The estimated grant-date fair value per option, using a Black-Scholes option pricing model was $ 9.23 . These stock options shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . (2) Inclusive of approximately 10,000 stock options for the year ended December 31, 2022, which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. 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 2018 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. (3) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of December 31, 2022 was $ 17.98 . The total intrinsic value of stock options exercised for the year ended December 31, 2021 was $ 9 million, and for the years ended December 31, 2022 and 2020, was no t material. The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented: December 31, 2022 2021 2020 Risk free interest rate 3.07 % 0.83 % 1.15 % Expected term (in years) 5.42 5.45 5.30 Expected volatility 51.63 % 49.61 % 43.39 % Expected dividend yield — % — % — % Weighted-average grant date fair value $ 9.93 $ 18.40 $ 10.08 The total fair value of stock options vested for the years ended December 31, 2022, 2021 and 2020 were $ 16 million, $ 31 million, and $ 14 million, respectively. Cash received from stock option exercises for the year ended December 31, 2021 was $ 8 million, and for the years ended December 31, 2022 and 2020, was no t material. 2022 RSU Activity A summary of our restricted stock units (“RSUs”) activity, consisting primarily 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, 2021 5,786 $ 36.82 Granted (1) 7,059 25.42 Vested and released (2) ( 3,086 ) 35.60 Cancelled ( 1,187 ) 32.96 Unvested RSUs outstanding as of December 31, 2022 (3) 8,572 $ 28.41 $ 154 (1) Inclusive of approximately 258,000 RSUs awarded to our CEO during July 2022. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $ 18.47 . This service-based RSU award shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . (2) Inclusive of approximately 820,000 RSUs for the year ended December 31, 2022, 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 2018 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. (3) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. O n May 27, 2020 and July 15, 2020, the Compensation Committee of the Board of Directors, approved modifications to the Company’s annual RSU and stock option grants, respectively, issued to its employees in the first quart e r of 2020. Such modifications reduced the original grant-date vesting period from four years to two years . We estimate these modifications resulted in the acceleration and recognition of an additional $ 17 million of stock-based compensation expense during the year ended December 31, 2020, given the modified vesting term. There was no change to the original fair value of the impacted RSUs or stock options as a result of this modification. On December 31, 2021, the Section 16 Committee of our Board of Directors approved and granted to Stephen Kaufer, the Company’s CEO at the time, the following: (i) stock option to purchase 115,200 shares of common stock, 25 % of which vested and became exercisable on August 1, 2022, while the balance vests in quarterly installments over the following three years; with an estimated grant-date fair value per option of $ 12.59 , using a Black-Scholes option pricing model; (ii) stock option to purchase 110,026 shares of common stock, which will vest and become exercisable in full on August 1, 2024; with an estimated grant-date fair value per option of $ 13.18 , using a Black-Scholes option pricing model; and (iii) 106,382 RSUs, 25 % of which vested and settled on August 1, 2022, while the balance vests in quarterly installments over the following three years, with an estimated grant-date fair value of $ 27.26 per RSU, ba sed on the quoted price of our common stock on the date of grant. The estimated fair value of these awards totaled $ 6 million and was fully recognized as stock-based compensation expense to the consolidated statement of operations for the year ended December 31, 2021, given the Company concluded there was no substantive future requisite service condition for these awards that existed at grant date for GAAP purposes. During the year ended December 31, 2022, the Company reversed $3 million of this previously recorded stock-based compensation expense related to these awards as the Company concluded that certain awards scheduled to vest were no longer achievable as a result of new terms executed in Mr. Kaufer's Consulting Service Agreement entered into on May 3, 2022. The full text of this Consulting Service Agreement is incorporated by reference in this Annual Report on Form 10-K as Exhibit 10.45. A summary of our market-based RSUs (“MSUs”) activity is presented below: Weighted Average Grant- Aggregate MSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested MSUs outstanding as of December 31, 2021 120 $ 28.15 Granted (1) 592 10.00 Cancelled (2) ( 120 ) 28.15 Unvested MSUs outstanding as of December 31, 2022 592 $ 10.00 $ 12 (1) Inclusive of approximately 378,000 MSUs awarded to our CEO during July 2022. 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. These MSUs shall vest on July 1, 2025, with 25 % vesting if our stock price is equal to or greater than $ 35.00 but less than $ 45.00 , 50 % if our stock price is equal to or greater than $ 45.00 but less than $ 55.00 and 100 % if our stock price is equal to or greater than $ 55.00 , subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . All other MSU grants during the year, to various employees, contained similar vesting and performance conditions. (2) MSU cancellations primarily reflect performance targets not being attained by the end of the performance period. 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. Unrecognized Stock-Based Compensation A summary of our remaining unrecognized compensation expense and the weighted average remaining amortization period at December 31, 2022 related to our non-vested equity awards is presented below (in millions, except in years information): Stock Options RSUs/MSUs Unrecognized compensation expense $ 14 $ 197 Weighted average period remaining (in years) 2.8 2.8 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 15: STOCKHOLDERS’ EQUITY Preferred Stock In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par value per share, with terms determined by our Board of Directors, without further action by our stockholders. As of December 31, 2022, no preferred shares had been issued. Common Stock and Class B Common Stock Our authorized common stock consists of 1.6 billion shares of common stock with par value of $ 0.001 per share, and 400 million shares of Class B common stock with par value of $ 0.001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors. Common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share . Holders of Tripadvisor common stock, acting as a single class, are entitled to elect a number of directors equal to 25 % of the total number of directors, rounded up to the next whole number, which was three dire ctors as of December 31, 2022. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Tripadvisor the holders of both classes of common stock have equal rights to receive all the assets of Tripadvisor after the rights of the holders of the preferred stock have been satisfied. There were 146,891,538 and 128,046,924 shares of com mon stock issued and outstanding, respectively, and 12,799,999 shares of Class B common stock issued and outstanding at December 31, 2022. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) is comprised of accumulated foreign currency translation adjustments, as follows for the periods presented: December 31, 2022 December 31, 2021 (in millions) Cumulative foreign currency translation $ ( 82 ) $ ( 56 ) Accumulated other comprehensive income (loss) $ ( 82 ) $ ( 56 ) (1) Deferred income tax liabilities related to these amounts are not material. Treasury Stock On November 1, 2019, our Board of Directors authorized the repurchase of an additional $ 100 million in shares of our common stock under our existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $ 250 million. During the year ended December 31, 2020, we repurchased 4,707,450 shares of our outstanding common stock at an average share price of $ 24.32 per share, exclusive of fees and commissions, or $ 115 million in the aggregate. During the years ended December 31, 2022 and 2021, the Company did no t repurchase any shares of outstanding common stock under the share repurchase program. As of December 31, 2022, we had $ 75 million remaining available to repurchase shares of our common stock under this share repurchase program, with 18,844,614 shares of the Company’s common stock held in treasury with an aggregate cost of $ 722 million. Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase program discussed above in compliance with applicable legal requirements. While the Board of Directors has not suspended or terminated the share repurchase program, the terms of the Credit Agreement currently limit the Company from engaging in share repurchases during the Leverage Covenant Holiday and the terms of our 2025 Indenture also imposes certain limitations and restrictions on share repurchases. Refer to “Note 9: Debt ” for further information about our Credit Agreement and our 2025 Indenture. Dividends During the years ended December 31, 2022, 2021 and 2020, our Board of Directors did no t declare any dividends on our outstanding common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors. Our ability to pay dividends is also limited by the terms of our Credit Agreement during the Leverage Covenant Holiday and our 2025 Indenture. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 16: EARNINGS PER SHARE Basic Earnings Per Share Attributable to Common Stockholders We compute basic earnings per share, or Basic EPS, by dividing net income (loss) by the weighted average number of common shares outstanding during the period. We compute the weighted average number of common shares outstanding during the reporting period using the total of common stock and Class B common stock outstanding as of the last day of the previous year end reporting period plus the weighted average of any additional shares issued and outstanding less the weighted average of any common shares repurchased during the reporting period. Diluted Earnings Per Share Attributable to Common Stockholders Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method. We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of common and common equivalent shares outstanding during the period. We compute the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated above, (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily related to stock options and the vesting of restricted stock units using the treasury stock method, and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. Under the treasury stock method, the assumed proceeds calculation includes the actual proceeds to be received from the employee upon exercise of outstanding equity awards and the average unrecognized compensation cost during the period. The treasury stock method assumes that a company uses the proceeds from the exercise of an equity award to repurchase common stock at the average market price for the reporting period. In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period is also included in our weighted average number of shares outstanding used to calculate Diluted EPS using the if-converted method under GAAP, as share settlement is presumed. When the convertible notes are dilutive, interest expense, net of tax, is added back to net income attributable to common stockholders to calculate diluted net income per share. 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 December 31, 2022 and 2021, the market price of a share of our common stock did not exceed the $ 107.36 cap price. In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, such as for the years ended December 31, 2021 and 2020, 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. Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS (shares in thousands and dollars in millions, except per share amounts) for the periods presented: Year ended December 31, 2022 2021 2020 Numerator: Net income (loss) used to compute Basic EPS $ 20 $ ( 148 ) $ ( 289 ) Interest expense on 2026 Senior Notes, net of tax 1 — — Net income (loss) used to compute Diluted EPS $ 21 $ ( 148 ) $ ( 289 ) Denominator: Weighted average shares used to compute Basic EPS 139,923 137,234 134,858 Weighted average effect of dilutive securities: Stock options 4 — — RSUs/MSUs 1,069 — — 2026 Senior Notes (Note 9) 4,674 — — Weighted average shares used to compute Diluted EPS 145,670 137,234 134,858 Basic EPS $ 0.14 $ ( 1.08 ) $ ( 2.14 ) Diluted EPS $ 0.14 $ ( 1.08 ) $ ( 2.14 ) Potential common shares, consisting of outstanding stock options, RSUs, MSUs, and those issuable under the 2026 Senior Notes, totaling approximately 11.4 million, 16.1 million, and 13.7 million, for the years ended December 31, 2022, 2021 and 2020, respectively, have been excluded from the calculations of Diluted EPS because their effect would have been antidilutive. In addition, potential common shares of certain performance-based awards of approximately 0.3 mi llion, 0.1 million, and 0.2 million, for the years ended December 31, 2022, 2021 and 2020, respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. The earnings per share amounts are the same for 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 and MSUs 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. |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | NOTE 17: OTHER INCOME (EXPENSE), NET Other income (expense), net, consists of the following for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Foreign currency exchange gains (losses), net (1) $ ( 5 ) $ ( 4 ) $ 5 Earnings (losses) from equity investment, net ( 2 ) ( 3 ) ( 3 ) Loss on sale/disposal of business (2) — — ( 6 ) Other, net 2 ( 3 ) ( 4 ) Total $ ( 5 ) $ ( 10 ) $ ( 8 ) (1) Foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, partially offset by foreign currency forward contract gains and losses . (2) Related to loss on disposal on the sale of our SmarterTravel business during June 2020 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 18: RELATED PARTY TRANSACTIONS Relationship between Liberty TripAdvisor Holdings, Inc. and Tripadvisor LTRIP is a controlling stockholder of Tripadvisor. We consider LTRIP a related party. Refer to “Note 1: Organization and Business Description ”, which describes the evolution of our relationship with LTRIP, including LTRIP’s stock ownership of Tripadvisor and deemed voting power as of December 31, 2022. We had no related party transactions with LTRIP during the years ended December 31, 2022, 2021 and 2020. Relationship between Chelsea Investment Holding Company PTE Ltd. and Tripadvisor Refer to the discussion regarding our equity method investment in Chelsea Investment Holding Company PTD Ltd. in the section titled “Non-Marketable Investments” within “Note 4: Financial Instruments and Fair Value Measurements ” for a description of our relationship and existing commercial arrangements with Chelsea Investment Holding Company PTE Ltd and/or its subsidiaries. We had no material related party transactions with Chelsea Investment Holding Company PTE Ltd or its subsidiaries during the years ended December 31, 2022, 2021 and 2020. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | NOTE 19: SEGMENT AND GEOGRAPHIC INFORMATION In the second quarter of 2022, we revised our segment reporting structure. We now measure our business within three operating segments, which are also our reportable segments: (1) Tripadvisor Core; (2) Viator; and (3) TheFork. Our Tripadvisor Core segment includes the following revenue sources: (1) Tripadvisor-branded hotels – consisting of hotel meta revenue, primarily click-based advertising revenue, and hotel B2B revenue, which includes primarily subscription-based advertising and hotel sponsored placements revenue; (2) Tripadvisor-branded display and platform revenue – consisting primarily of display-based advertising revenue; (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 segments, 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 .” All prior period segment disclosure information has been reclassified to conform to the current reporting structure in this Form 10-K. These reclassifications had no effect on our consolidated financial statements in any period. Our segment profit measure (Adjusted EBITDA), including its definition, and other information provided to our CODM remain consistent with prior periods, except for certain segment expense allocations, which are described below. Our operating segments are determined based on how our 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 asset impairments; (6) legal reserves and settlements; (7) restructuring and other related reorganization costs; and (8) non-recurring expenses and income. Direct costs are included in the applicable operating segments, including certain corporate general and administrative personnel costs, which have been allocated to each segment. We base these allocations on time-spent analyses, headcount, and other allocation methods we believe are reasonable. We do not allocate certain shared expenses to our reportable segments, such as certain information system costs, technical infrastructure costs, and other costs supporting the Tripadvisor platform and operations, that we do not believe are a material driver of individual segment performance, which is consistent with the financial information viewed by our CODM. We include these expenses in our Tripadvisor Core segment. Our allocation methodology is periodically evaluated and may change. The following tables present our reportable segment information for the years ended December 31, 2022, 2021 and 2020 and includes a reconciliation of Adjusted EBITDA to Net income (loss). We record depreciation and amortization, stock-based compensation and other stock-settled obligations, goodwill, long-lived asset and intangible asset impairments, legal reserves and settlements, restructuring and other related reorganization costs, and other non-recurring expenses and income, net, which are excluded from segment operating performance, in Corporate and Eliminations. In addition, we do not report total assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segment performance. Accordingly, we do not regularly provide such information by segment to our CODM. Our segment disclosure includes intersegment revenues, which consist of affiliate marketing fees for services provided by our Tripadvisor Core segment to both our Viator and TheFork segments. These intersegment transactions are recorded by each segment at amounts that we believe approximate fair value as if the transactions were between third parties and, therefore, impact se gment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below. Year ended December 31, 2022 Tripadvisor Core (1) Viator (2) TheFork (3) Corporate & Total (in millions) External revenue $ 873 $ 493 $ 126 $ — $ 1,492 Intersegment revenue 93 — — ( 93 ) — Total Revenue $ 966 $ 493 $ 126 $ ( 93 ) $ 1,492 Adjusted EBITDA 345 ( 11 ) ( 39 ) — 295 Depreciation and amortization ( 97 ) ( 97 ) Stock-based compensation ( 88 ) ( 88 ) Legal reserves and settlements ( 1 ) ( 1 ) Non-recurring expenses (income) (4) ( 8 ) ( 8 ) Operating income (loss) 101 Other income (expense), net ( 34 ) Income (loss) before income taxes 67 (Provision) benefit for income taxes ( 47 ) Net income (loss) 20 Year ended December 31, 2021 Tripadvisor Core (1) Viator (2) TheFork (3) Corporate & Total (in millions) External revenue $ 633 $ 184 $ 85 $ — $ 902 Intersegment revenue 32 — — ( 32 ) — Total Revenue $ 665 $ 184 $ 85 $ ( 32 ) $ 902 Adjusted EBITDA 177 ( 31 ) ( 46 ) — 100 Depreciation and amortization ( 111 ) ( 111 ) Stock-based compensation ( 120 ) ( 120 ) Operating income (loss) ( 131 ) Other income (expense), net ( 54 ) Income (loss) before income taxes ( 185 ) (Provision) benefit for income taxes 37 Net income (loss) ( 148 ) Year ended December 31, 2020 Tripadvisor Core (1) Viator (2) TheFork (3) Corporate & Total (in millions) External revenue $ 463 $ 55 $ 86 $ — $ 604 Intersegment revenue 20 — — ( 20 ) — Total Revenue $ 483 $ 55 $ 86 $ ( 20 ) $ 604 Adjusted EBITDA 64 ( 72 ) ( 43 ) — ( 51 ) Depreciation and amortization ( 125 ) ( 125 ) Stock-based compensation ( 109 ) ( 109 ) Restructuring and other related reorganization costs ( 41 ) ( 41 ) Impairment of goodwill ( 3 ) ( 3 ) Operating income (loss) ( 329 ) Other income (expense), net ( 40 ) Income (loss) before income taxes ( 369 ) (Provision) benefit for income taxes 80 Net income (loss) ( 289 ) (1) Corporate general and administrative personnel cost s of $ 5 million, $ 6 million and $ 4 million for the years ended December 31, 2022, 2021 and 2020, respectively, were allocated to the Viator and TheFork segments. (2) Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $ 2 million, $ 3 million and $ 2 million for the years ended December 31, 2022, 2021 and 2020, respectively. (3) Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $ 3 million, $ 3 million and $ 2 million for the years ended December 31, 2022, 2021 and 2020, respectively . (4) The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud. This loss was recorded to general and administrative expenses on the consolidated statement of operations for December 31, 2022. The Company considers such costs to be non-recurring in nature. To the extent the Company recovers any losses in future periods related to this incident, the Company plans to reduce Adjusted EBITDA by the recovery amount in that same period. Product and Geographic Information Our revenue sources within our Tripadvisor Core segment, including Tripadvisor-branded hotels revenue, Tripadvisor-branded display and platform revenue, Tripadvisor experiences and dining revenue, and Other revenue; which along with the Viator and TheFork revenue sources, comprise our products. Refer to “Note 3: Revenue Recognition ” for our revenue by product. The Company measures its geographic revenue information based on the physical location of the Tripadvisor subsidiary which generates the revenue, which is consistent with our measurement of long-lived physical assets, or property and equipment, net. As such, this geographic classification does not necessarily align with where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider, experience operator or restaurant. The Company’s revenue based on geographic location consists of the following for the periods presented: Year ended December 31, 2022 2021 2020 (in millions) Revenue United States $ 905 $ 526 $ 302 United Kingdom 402 259 169 All other countries 185 117 133 Total revenue $ 1,492 $ 902 $ 604 The Company’s property and equipment, net for the United States and all other countries based on the geographic location of the assets consists of the following for the periods presented: December 31, 2022 2021 (in millions) Property and equipment, net United States $ 156 $ 178 All other countries 38 37 Total $ 194 $ 215 Customer Concentrations Refer to “Note 2: Significant Accounting Policies ” under the section entitled “Certain Risks and Concentrations” for information regarding our major customer concentrations. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Seasonality | Seasonality Consumers' 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 . Certain factors may impact our typical seasonal fluctuations, which may include any significant shifts in our business mix or adverse economic conditions that could result in future seasonal patterns that are different from historical trends. For example, the negative impact to our business from COVID-19 materially affected our historical trends at varying levels during the years ended December 31, 2021 and 2020, while these trends significantly improved during the year ended December 31, 2022, resulting in increased revenues, and working capital and operating cash flow more akin to typical historical seasonality trends. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. Additionally, certain prior period amounts may have been reclassified for comparability with the current period presentation, none of which were material. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, or the results of our future operations and cash flows. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities, or at cost adjusted for observable price changes and impairments, as appropriate. |
Accounting Estimates | Accounting Estimates We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimate underlying our consolidated financial statements is accounting for income taxes. Refer to our accounting policy for income taxes disclosed below and "Note 11: Income Taxes " for information regarding our significant income tax estimates. |
Revenue Recognition | Revenue Recognition Refer to “Note 3: Revenue Recognition ” for a discussion about our revenue recognition policies and other financial disclosures. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of expenses that are directly related or closely correlated to revenue generation, including direct costs, such as credit card and other booking transaction payment fees, data center costs, costs associated with prepaid tour tickets, ad serving fees, flight search fees, and other transaction costs. In addition, cost of revenue includes personnel and overhead expenses, including salaries, benefits, stock-based compensation and bonuses for certain customer support personnel who are directly involved in revenue generation. |
Selling and Marketing | Selling and Marketing Selling and marketing expenses consist of direct costs, including traffic generation costs from SEM and other online traffic acquisition costs, syndication costs and affiliate marketing commissions, social media costs, brand advertising (including television and other offline advertising), promotions and public relations. In addition, our selling and marketing expenses consist of indirect costs such as personnel and overhead expenses, including salaries, commissions, benefits, stock-based compensation, and bonuses for sales, sales support, customer support and marketing employees. Advertising costs We incur advertising costs, consisting of online advertising expense, primarily SEM and other online traffic costs, and offline advertising costs, including television, to promote our brands. We expense the costs associated with communicating the advertisements in the period in which the advertisement takes place. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. For the years ended December 31, 2022, 2021 and 2020, we recorded advertising expense of $ 572 million, $ 282 million, and $ 118 million, respectively, in selling and marketing expense on our consolidated statements of operations. We include prepaid advertising expenses in prepaid expenses and other current assets on our consolidated balance sheet, which was not material as of December 31, 2022 and 2021. |
Technology and Content | Technology and Content Technology and content expenses consist primarily of personnel and overhead expenses, including salaries and benefits, stock-based compensation expense, and bonuses for salaried employees and contractors engaged in the design, development, testing, content support, and maintenance of our platform. Other costs include licensing, maintenance expense, computer supplies, telecom costs, content translation and localization costs, and consulting costs. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of personnel and related overhead costs, including personnel engaged in leadership, finance, legal, and human resources, as well as stock-based compensation expense for those same personnel. General and administrative costs also include professional service fees and other fees including audit, legal, tax and accounting, and other operating costs including bad debt expense, non-income taxes, such as sales, use, digital services, and other non-income related taxes. |
Stock-Based Compensation | Stock-Based Compensation Stock Options. Our employee stock options generally consist of service based awards. The exercise price is equal to the market price of the underlying shares of our common stock at the date of grant. In this regard, when granting stock option awards, our practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of our common stock on the date of grant. Our stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. We amortize the grant-date fair value of our stock option grants as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. The estimated grant-date fair value of stock options is calculated using a Black-Scholes Merton option-pricing model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to fair value stock-based awards, which includes the risk-free rate of return, expected volatility, expected term, and expected dividend yield. Our risk-free interest rate is based on the yields currently available on zero-coupon U.S. Treasury issues, in effect at the time of the grant, whose remaining maturity period most closely approximates the stock option’s expected term assumption. Our expected volatility is calculated by equally weighting the historical volatility and implied volatility on our own common stock. Historical volatility is determined using actual daily price observations of our common stock price over a period equivalent to or approximate to the expected term of our stock option grants to date. Implied volatility represents the volatility calculated from the observed prices of our actively traded options on our common stock. When measuring implied volatility for a specific employee stock option grant, we generally rely on traded contracts with six month maturities or more and exercise prices approximately equal to the exercise price of the specific option grant. We estimate our expected term using historical exercise behavior and expected post-vest termination data. Our expected dividend yield is zero as we have not historically paid regular cash dividends on our common stock and do not expect to pay regular cash dividends for the foreseeable future. Restricted Stock Units. Restricted stock units (“RSUs”) are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests. RSUs are measured at fair value based on the quoted price of our common stock at the date of grant. We amortize the fair value of RSUs as stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. Performance-Based Awards. Performance-based stock options and RSUs vest upon achievement of certain company-based performance conditions and a requisite service period. On the date of grant, the fair value of a performance-based award is calculated using the same method as our service based stock options and RSUs described above. We then assess whether it is probable that the individual performance targets would be achieved. If assessed as probable, compensation expense will be recorded for these awards over the estimated performance period. At each reporting period, we reassess the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets. Market-Based Awards . We issue market-based performance RSUs, or MSUs, which vest upon achievement of specified levels of market conditions. The fair value of our MSUs is estimated at the date of grant using a Monte-Carlo simulation model. The probabilities of the actual number of market-based performance units expected to vest and resultant actual number of shares of common stock expected to be awarded are reflected in the grant date fair values; therefore, the compensation expense for these awards will be recognized assuming the requisite service period is rendered and are not adjusted based on the actual number of awards that ultimately vest. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value. The Company accounts for forfeitures in the period in which they occur, rather than estimating expected forfeitures. |
Income Taxes | Income Taxes We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted income tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. We classify deferred tax assets and liabilities as noncurrent on our consolidated balance sheet. We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination. |
Cash And Cash Equivalents Restricted Cash And Marketable Securities | Cash, Cash Equivalents, Restricted Cash and Marketable Securities Our cash consists of bank deposits held in global financial institutions. Our cash equivalents generally consist of highly liquid investments, generally including money market funds, available on demand cash deposits, term deposits, and marketable securities, with maturities of 90 days or less at the date of purchase. For all periods presented, our restricted cash, which primarily consists of escrowed security deposits, was not material and is included in prepaid expenses and other current assets on our consolidated balance sheet. We classify marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at the balance sheet date will be classified as short-term and marketable securities with maturities greater than 12 months from the balance sheet date will generally be classified as long-term. We classify marketable equity securities, limited by policy to money market funds and mutual funds, as either a cash equivalent, short-term or long-term based on the nature of each security and its availability for use in current operations. Our marketable securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Fair values are determined for each individual security in the investment portfolio. We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate the designations at each balance sheet date. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments. Realized gains and losses on the sale of marketable securities are determined by specific identification of each security’s cost basis. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration, liquidity, and duration management. The weighted average maturity of our total invested cash shall not exceed 18 months , and no security shall have a final maturity date greater than three years , according to our investment policy. We continually review any available-for-sale securities to determine whether their fair value is below their carrying value. If the fair value of an available-for-sale security is below their carrying value, and either we intend to sell the security or we will be required to sell before recovery, then the difference between fair value and carrying value is recognized as a loss in other income (expense), net on our consolidated statements of operations. If we do not intend to sell and we will not be required to sell before recovery, then we analyze whether a portion of the unrealized loss is the result of a credit loss. When a portion of the unrealized loss is the result of a credit loss, we recognize an allowance for credit losses on our consolidated balance sheet and a corresponding loss in other income (expense), net on our consolidated statements of operations. Any portion of the unrealized loss on the available-for-sale securities that is not attributable to a credit loss would be recognized as an unrealized loss in accumulated other comprehensive income (loss) within our consolidated statements of changes in stockholders’ equity. The Company's investment portfolio at any point in time may contain various investments, including, in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, overnight demand deposits, and money market funds. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of December 31, 2022 and 2021, the Company had no available-for-sale securities. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for credit losses. We record accounts receivable at the invoiced amount. Our customer invoices are generally due 30 days from the time of invoicing. The Company uses the “expected credit loss” methodology, allowed under GAAP, in estimating its allowance for credit losses. We apply the “expected credit loss” methodology by first assessing our historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and we have concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. We recognize a greater credit loss allowance on the accounts receivable due from those customers in the lower credit tranche, as determined by the Company. When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses. The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors. The following table presents the changes in our allowance for credit losses for the periods presented: December 31, 2022 2021 2020 (in millions) Allowance for credit losses: Balance, beginning of period $ 28 $ 33 $ 25 Provision charged to expense 6 3 17 Write-offs, net of recoveries and other ( 6 ) ( 8 ) ( 9 ) Balance, end of period $ 28 $ 28 $ 33 |
Property and Equipment | Property and Equipment We record property and equipment at cost, net of accumulated depreciation. We capitalize certain costs incurred during the application development stage related to the development of websites and internal use software when it is probable the project will be completed and the software will be used as intended. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. We expense costs related to the planning and post-implementation phases of website development as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized website development, office furniture and other equipment. We depreciate leasehold improvements using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease. |
Leases | Leases We lease office space in a number of countries around the world, generally under non-cancelable operating lease agreements. Our Headquarters Lease is our most significant office space lease and is accounted for as a finance lease under GAAP. The Company has also entered into data center and certain equipment leases, such as network equipment and other leases, which are not material to our consolidated financial statements. Refer to “Note 6: Leases ” for a discussion of our lease accounting policy and other required financial disclosures. |
Non-Marketable Equity Investments | Non-Marketable Equity Investments We account for non-marketable equity investments through which we exercise significant influence but do not have control over the investee under the equity method. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investment as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the investee. In the event we are unable to obtain accurate financial information from the investee in a timely manner, we record our share of earnings or losses of such equity investment on a lag. Non-marketable equity investments that are not accounted for under the equity method and that do not have a readily determinable fair value are accounted for under the measurement alternative, allowed under GAAP. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. We classify our non-marketable equity investments as long-term assets on our consolidated balance sheet as those investments do not have stated contractual maturity dates. On a quarterly basis, we perform a qualitative assessment considering impairment indicators, if any, to evaluate whether these investments are impaired. Qualitative factors considered include industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, we prepare a quantitative assessment of the fair value of our equity investments, which may include using both the market and income approaches which require judgment and the use of estimates, including discount rates, investee revenues and costs, and available comparable market data of private and public companies, among others. When our assessment indicates that an impairment exists, we measure our non-marketable equity investments at fair value. Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for such company’s securities. In addition, such investments are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or may never become profitable, may not be able to secure additional funding or their technologies, services or products may not be successfully developed or introduced into the market. |
Business Combinations | Business Combinations We account for acquired businesses using the acquisition method of accounting which requires that tangible assets and identifiable intangible assets acquired and assumed liabilities be recorded at the date of acquisition at their respective fair values. Any excess purchase price over the estimated fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include but are not limited to future expected cash flows from customer and supplier relationships, acquired technology and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. Any changes to provisional amounts identified during the measurement period, calculated as if the accounting had been completed as of the acquisition date, are recognized in the consolidated financial statements in the reporting period in which the adjustment amounts are determined. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill We assess goodwill, which is not amortized, for impairment annually during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination in which such goodwill was generated as of the acquisition date. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. The Company has the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In the evaluation of goodwill for impairment, we generally first perform a qualitative assessment to determine whether it is more likely than not (i.e., a likelihood of more than 50 %) that the estimated fair value of the reporting unit is less than the carrying amount. Periodically, we may choose to forgo the initial qualitative assessment and proceed directly to a quantitative analysis to assist in our annual evaluation. When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for an individual reporting unit in a given year is influenced by a number of factors, including, but not limited to the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments from the date of acquisition or to establish an updated baseline quantitative analysis, and other performance and market indicators. During a qualitative assessment, if we determine that it is not more likely than not that the implied fair value of the goodwill is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, the goodwill impairment is measured using the difference between the carrying value and the fair value of the reporting unit; however, any loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. In determining the estimated fair values of reporting units in a quantitative goodwill impairment test, we generally use a blend, of the following recognized valuation methods: the income approach (i.e. discounted cash flows model) and the market valuation approach, which we believe compensates for the inherent risks of using either model on a stand-alone basis. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: weighted average cost of capital; long-term rate of growth and profitability of the reporting unit; income tax rates and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison to comparable publicly traded firms in similar lines of business and other precedent transactions. Our significant estimates in the market valuation approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and/or income multiples in estimating the fair value of the reporting units. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. We believe that the estimated fair values assigned to our reporting units in impairment tests are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. The use of substantially different assumptions, estimates or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge. During the second quarter of 2022, subsequent to our annual impairment test in the fourth quarter of 2021, the composition of our reportable segments was changed, as discussed in “Note 19: Segment and Geographic Information .” Following the change in reportable segments, our new reporting units for the purposes of goodwill impairment testing are as follows: (1) Tripadvisor Core, (2) Viator (formerly Experiences), and (3) TheFork. The Tripadvisor Core reporting unit includes the operations of the following legacy reporting units (including the carrying value of their related goodwill): Hotels, Media & Platform, Rentals, Flights & Car, Cruises, and Tripadvisor Restaurants. As a result of this reporting unit change, we performed a qualitative assessment on our legacy reporting units prior to operationalizing the new segment reporting structure and determined that it was more likely than not that the fair value of all legacy reporting units was greater than the carrying value, which is consistent with our conclusion reached in the fourth quarter of 2021. We then performed a goodwill impairment test for each of the three new reporting units (Tripadvisor Core, Viator, and TheFork) upon the change in reportable segments using a quantitative assessment. We concluded the estimated fair values were significantly in excess of the carrying values for these reporting units, and therefore, no indications of impairment were identified as a result of these changes in the second quarter of 2022. During the Company's annual goodwill impairment test in the fourth quarter of 2022, a qualitative assessment was performed for all our reporting units. We determined that it was not more likely than not that the fair value of any reporting unit was less than its carrying value, and, accordingly, no impairment charges were recorded during the year ended December 31, 2022. As part of the qualitative assessment for our annual 2022 goodwill impairment analysis of our reporting units, the factors that we considered included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units during the second quarter of 2022, (i) changes in the regulatory environment, (j) changes in strategic outlook or organizational structure and leadership of the reporting units; and (k) other relevant factors, and how these factors might impact specific performance in future periods. Intangible Assets Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of our definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life. Intangible assets that have indefinite lives are not amortized and are tested for impairment annually during the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Similar to the qualitative assessment for goodwill, we may assess qualitative factors to determine if it is more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount. If we determine that it is not more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount, we compare the implied fair value of the indefinite-lived asset with its carrying amount. If the carrying amount of an individual indefinite-lived intangible asset exceeds its implied fair value, the individual asset's carrying value is written down by an amount equal to such excess. The assessment of qualitative factors is optional and at our discretion. We may bypass the qualitative assessment for any indefinite-lived intangible asset in any period and resume performing the qualitative assessment in any subsequent period. We base our quantitative measurement of fair value of indefinite-lived intangible assets, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate future revenues, the appropriate royalty rate and the weighted average cost of capital, however, such assumptions are inherently uncertain and actual results could differ from those estimates. The use of significantly different assumptions, estimates or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge. Impairment of Long-Lived Assets We periodically review the carrying amount of our definite-lived intangible assets and other long-term assets, including property and equipment, net and operating lease right-of-use assets, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. The Company’s impairment evaluation is performed at the asset group level or the lowest level for which identified cash flows are largely independent, which the Company has defined as the reporting unit level. If such facts indicate a potential impairment, we assess the recoverability of the asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset of the group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows, using an appropriate discount rate. Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their fair value and would be included in operating income (loss) on the consolidated statement of operations. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. We have not identified any circumstances that would warrant an impairment charge for any recorded definite-lived intangibles or other long-term assets on our consolidated balance sheets at December 31, 2022 or 2021. |
Deferred Merchant Payables | Deferred Merchant Payables In our experiences and rentals free-to-list offerings, we receive payment from travelers at the time of booking or prior to the experience date, and we record these amounts, net of our commissions, on our consolidated balance sheet as deferred merchant payables. We pay the operators, generally the third-party experience providers and vacation rental owners, after the travelers’ use. Therefore, we receive payment from the traveler prior to paying the operator and this operating cycle represents a working capital source or use of cash to us. Our deferred merchant payables balance was $ 203 million and $ 113 million at December 31, 2022 and 2021, respectively, on our consolidated balance sheets. The increase in our deferred merchant payables during the year ended December 31, 2022 was primarily due to increased consumer demand for travel industry related services, combined with the easing of government travel restrictions put in place due to COVID-19. |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses Our consolidated financial statements are reported in U.S. dollars. Certain of our subsidiaries outside of the U.S. use the local currency as their functional currency and not the U.S. dollar. Therefore assets and liabilities of our foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable reporting period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on our consolidated balance sheet. In addition, our subsidiaries also engage in transactions in currencies other than its functional currency. Transactions denominated in currencies other than the functional currency are recorded based on foreign currency exchange rates at the time such transactions arise. Subsequent changes in foreign currency exchange rates result in transaction gains and losses which are reflected in our consolidated statements of operations as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. Accordingly, we have recorded net foreign currency exchange losses of $ 5 million and $ 4 million for the years ended December 31, 2022 and 2021, respectively, and a net foreign currency exchange gain of $ 5 million for the year ended December 31, 2020, in other income (expense), net on our consolidated statements of operations. These amounts also include transaction gains and losses, both realized and unrealized from forward contracts. |
Derivative Financial Instruments | Derivative Financial Instruments We account for derivative instruments that do not qualify for hedge accounting as either assets or liabilities and carry them at fair value, with any subsequent adjustments to fair value recorded in other income (expense), net on our consolidated statements of operations. Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in foreign currency exchange rates reported in other income (expense), net on our consolidated statements of operations. In certain circumstances, we enter into forward contracts to reduce, to the extent practical, our potential exposure to the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not expected to be significant due to the short-term nature of the contracts, which to date, have typically had maturities at inception of 90 days or less. The net cash received or paid related to our derivative instruments are classified in other investing activities in our consolidated statements of cash flows. Counterparties to forward contracts consist of major international financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. We do not use derivatives for trading or speculative purposes. We did not enter into any cash flow, fair value or net investment hedges during the years ended December 31, 2022, 2021 or 2020. Refer to “Note 4: Financial Instruments and Fair Value Measurements ” for additional information on derivatives. |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We measure assets and liabilities at fair value based on the expected exit price, which is the amount that would be received on the sale of an asset or amount paid to transfer a liability, as the case may be, in an orderly transaction between market participants in the principal or most advantageous market in which we would transact. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability at the measurement date. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. GAAP provides the following hierarchical levels of inputs used to measure fair value: Level 1—Valuations are based on quoted market prices for identical assets and liabilities in active markets. Level 2—Valuations are based on observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations are based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Debt Issuance Costs | Debt Issuance Costs We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs using the effective interest rate method to interest expense over the term of the debt. We also defer costs we incur to enter into a credit facility or to amend our existing revolving credit facility, which are presented in the balance sheet as a long-term asset, and amortize these costs using the effective interest rate method to interest expense over the term of the credit facility. |
Certain Risks and Concentrations | Certain Risks and Concentrations Our business is subject to certain risks and concentrations, including a concentration related to dependence on our relationships with our customers. For the years ended December 31, 2022, 2021 and 2020 our two most significant travel partners, Expedia (and its subsidiaries) and Booking (and its subsidiaries), each accounted for 10 % or more of our consolidated revenue and together accounted for approximately 35 %, 34 % and 25 %, respectively, of our consolidated revenue, with nearly all of this revenue concentrated in our Tripadvisor Core segment. Additionally, our business is dependent on relationships with third-party service operators that we rely on to fulfill service obligations to our customers where the Company is the merchant of record, such as our experience providers and vacation rental owners. However, no one operator’s inventory resulted in more than 10 % of our revenue on a consolidated basis or at a reportable segment level in any period presented. Refer to “Note 3: Revenue Recognition ” and “Note 19: Segment and Geographic Information ” for information regarding concentrations related to geographic and product revenues, respectively. As of December 31, 2022 and 2021, Expedia accounted for approximately 19 % and 10 %, respectively, of our total accounts receivable and contract assets. Our overall credit risk related to accounts receivable is mitigated by the relatively short collection period. Financial instruments, which potentially subject us to concentration of credit risk, generally consist, at any point in time, of cash and cash equivalents, corporate debt securities, forward contracts, capped calls, and accounts receivable. We maintain cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits in the U.S. and similar programs outside the U.S. Our cash is generally composed of available on demand bank deposits or term deposits with major global financial institutions primarily denominated in U.S. dollars, and to a lesser extent Euros, British pounds, and Australian dollars. We may invest in highly-rated corporate debt securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. Our credit risk related to corporate debt securities is also mitigated by the relatively short maturity period required by our investment policy. Forward contracts and capped calls are transacted with major international financial institutions with high credit standings. Forward contracts, which, to date, have typically had maturities of less than 90 days , also mitigates risk. |
Contingent Liabilities | Contingent Liabilities Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statement of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. Significant judgment may be required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements. |
Treasury Stock | Treasury Stock Shares of our common stock repurchased are recorded at cost as treasury stock and result in the reduction of stockholders' equity on our consolidated balance sheet. We may reissue these treasury shares. When treasury shares are reissued, we use the average cost method for determining the cost of reissued shares. If the issuance price is higher than the cost, the excess of the issuance price over the cost is credited to additional paid-in-capital. If the issuance price is lower than the cost, the difference is first charged against any credit balance in additional paid-in-capital from the previous issuances of treasury stock and any remaining balance is charged to retained earnings. |
Earnings Per Share (“EPS”) | Earnings Per Share (“EPS”) Refer to “Note 16: Earnings Per Share ” for a discussion as to how we compute Basic EPS and Diluted EPS. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As of December 31, 2022, there are no recently issued accounting standards which are expected to have a material impact on the Company’s financial statements or disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Changes in Allowance for Credit Losses | The following table presents the changes in our allowance for credit losses for the periods presented: December 31, 2022 2021 2020 (in millions) Allowance for credit losses: Balance, beginning of period $ 28 $ 33 $ 25 Provision charged to expense 6 3 17 Write-offs, net of recoveries and other ( 6 ) ( 8 ) ( 9 ) Balance, end of period $ 28 $ 28 $ 33 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Reconciliation of Disaggregated Revenue to Segment Revenue | A reconciliation of disaggregated revenue to reportable segment revenue is included below. Year ended December 31, 2022 2021 2020 Major products/revenue sources (1): (in millions) Tripadvisor Core Tripadvisor-branded hotels $ 650 $ 451 $ 292 Tripadvisor-branded display and platform 130 98 69 Tripadvisor experiences and dining (2) 134 70 65 Other 52 46 57 Total Tripadvisor Core 966 665 483 Viator 493 184 55 TheFork 126 85 86 Intersegment eliminations (2) ( 93 ) ( 32 ) ( 20 ) Total Revenue $ 1,492 $ 902 $ 604 (1) Our revenue is recognized primarily at a point in time for all reported segments. (2) Tripadvisor experiences and dining revenue within the Tripadvisor Core segment are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis. See “Note 19: Segment and Geographic Information ” for a discussion of intersegment revenue for all periods presented. |
Summary of Balances of Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses, from Contracts with Customers | The following table provides information about the opening and closing balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers (in millions): December 31, 2022 December 31, 2021 Accounts receivable $ 173 $ 105 Contract assets 32 37 Total $ 205 $ 142 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash Equivalents Measured at Fair Value on a Recurring Basis | The following table shows our cash equivalents, which are measured at fair value on a recurring basis and categorized using the fair value hierarchy, as well as their classification on our consolidated balance sheet as of December 31, 2022 (in millions): Amortized Cost Fair Value (1) Cash Equivalents Level 2: Term deposits $ 200 $ 200 $ 200 Total $ 200 $ 200 $ 200 (1) We did not have any unrealized gains and losses related to our cash equivalents. |
Net Notional Principal Amounts of Outstanding Derivative Instruments | The following table shows the net notional principal amounts of our outstanding derivative instruments for the periods presented: December 31, 2022 December 31, 2021 (in millions) Foreign currency exchange-forward contracts (1)(2) $ 18 $ 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 December 31, 2022 and 2021, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the consolidated balance sheet. |
Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes | The following table shows the aggregate principal and fair value amount of our outstanding 2025 Senior Notes and 2026 Senior Notes as of the periods presented, which are classified as long-term debt on our consolidated balance sheets, and considered Level 2 fair value measurements. Refer to “Note 9: Debt ” for additional information related to our 2025 Senior Notes and 2026 Senior Notes. December 31, 2022 December 31, 2021 (in millions) 2025 Senior Notes Aggregate principal amount $ 500 $ 500 Carrying value amount (1) 495 493 Fair value amount (2) 498 531 2026 Senior Notes Aggregate principal amount $ 345 $ 345 Carrying value amount (3) 341 340 Fair value amount (2) 281 305 (1) Net of $ 5 million and $ 7 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. (2) We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source. (3) Net of $ 4 million and $ 5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Components of Property and Equipment, Net | Property and equipment, net consists of the following for the periods presented: December 31, 2022 December 31, 2021 (in millions) Capitalized website development $ 445 $ 416 Finance lease right-of-use asset (Note 6) 114 114 Leasehold improvements 46 48 Computer equipment and purchased software 82 77 Furniture, office equipment and other 19 20 706 675 Less: accumulated depreciation ( 512 ) ( 460 ) Total $ 194 $ 215 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating and Finance Lease Assets and Liabilities are Included on Consolidated Balance Sheet | Operating and finance lease assets and liabilities are included on our consolidated balance sheet as follows for the periods presented: December 31, December 31, Presentation on Consolidated Balance Sheet 2022 2021 (in millions) Noncurrent Lease Assets: Finance lease Property and equipment, net $ 76 $ 86 Operating lease Operating lease right-of-use-assets 27 42 Total lease assets $ 103 $ 128 Current Lease Liabilities: Finance lease Accrued expenses and other current liabilities $ 6 $ 6 Operating lease Accrued expenses and other current liabilities 14 20 Total current lease liabilities 20 26 Noncurrent Lease Liabilities: Finance lease Finance lease liability, net of current portion 58 65 Operating lease Operating lease liabilities, net of current portion 15 29 Total noncurrent lease liabilities 73 94 Total lease liabilities $ 93 $ 120 |
Components of Lease Expense | The components of lease expense were as follows for the periods presented: Year ended December 31, 2022 2021 2020 (in millions) Operating lease cost (1) $ 19 $ 21 $ 28 Finance lease cost: Amortization of right-of-use assets (2) $ 10 $ 10 $ 10 Interest on lease liabilities (3) 3 4 4 Total finance lease cost $ 13 $ 14 $ 14 Sublease income (1) ( 9 ) ( 5 ) ( 3 ) Total lease cost, net $ 23 $ 30 $ 39 (1) Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations. (2) Amount is included in depreciation expense in our consolidated statements of operations. (3) Amount is included in interest expense in our consolidated statements of operations. |
Additional Information Related to Leases | Additional information related to our leases is as follows for the periods presented: Year ended December 31, 2022 2021 2020 Supplemental Cash Flows Information: (in millions) Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 22 $ 25 $ 26 Operating cash outflows from finance lease 3 3 4 Financing cash outflows from finance lease 6 6 6 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 2 $ 6 $ 4 Year ended December 31, 2022 2021 Weighted-average remaining lease term: Operating leases 2.5 years 3.0 years Finance lease 8.0 years 9.0 years Weighted-average discount rate: Operating leases 3.7 % 3.7 % Finance lease 4.5 % 4.5 % |
Summary of Future Lease Payments Under Non-Cancellable Leases | Future lease payments under non-cancelable leases as of December 31, 2022 were as follows: Year Ending December 31, Operating Leases Finance Lease (in millions) 2023 $ 15 $ 9 2024 9 9 2025 3 10 2026 2 10 2027 1 10 Thereafter — 28 Total future lease payments 30 76 Less imputed interest ( 1 ) ( 12 ) Total lease liabilities $ 29 $ 64 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following table summarizes our goodwill activity by reportable segment for the periods presented: Hotels, Media & Platform Experiences & Dining Other (2) Tripadvisor Core Viator TheFork Total (in millions) Balance as of December 31, 2020 $ 407 $ 362 $ 93 $ — $ — $ — $ 862 Foreign currency translation adjustments — ( 18 ) ( 1 ) — — — ( 19 ) Balance as of December 31, 2021 $ 407 $ 344 $ 92 $ — $ — $ — $ 843 Foreign currency translation adjustments — ( 18 ) ( 5 ) — ( 1 ) 3 ( 21 ) Allocation to new segments (1) ( 407 ) ( 326 ) ( 87 ) 599 120 101 — Balance as of December 31, 2022 $ — $ — $ — $ 599 $ 119 $ 104 $ 822 (1) Refer to “Note 19: Segment and Geographic Information ” for information regarding our reportable segment changes in the second quarter of 2022. (2) Other consists of the combination of Rentals, Flights & Car, and Cruises, and did not previously constitute a reportable segment. There were no goodwill impairment charges recognized on our consolidated statements of operations during the years ended December 31, 2022 and 2021, respectively. Refer to “Note 2: Significant Accounting Policies ” for discussion regarding the Company’s 2022 interim and annual goodwill impairment assessments. During 2020, the Company recognized a goodwill impairment charge of $ 3 million, which represented all goodwill previously allocated to our former Tripadvisor China reporting unit. This impairment was driven by strategic operating decisions made by the Company. As of both December 31, 2022 and 2021, accumulated goodwill impairment losses totaled $ 3 million, which was associated with the Tripadvisor Core segment as of December 31, 2022 and Other as of December 31, 2021. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Intangibles Intangible assets, acquired in business combinations and recorded at fair value on the date of purchase, consisted of the following for the periods presented: December 31, 2022 2021 (in millions) Intangible assets with definite lives $ 219 $ 237 Less: accumulated amortization ( 198 ) ( 202 ) Intangible assets with definite lives, net 21 35 Intangible assets with indefinite lives 30 30 Total $ 51 $ 65 |
Components of Intangible Assets with Definite Lives | The following table presents the components of our intangible assets with definite lives for the periods presented: December 31, 2022 December 31, 2021 Weighted Average Gross Net Gross Net Remaining Life Carrying Accumulated Carrying Carrying Accumulated Carrying (in years) Amount Amortization Amount Amount Amortization Amount (in millions) (in millions) Trade names and trademarks 1.7 $ 47 $ ( 40 ) $ 7 $ 55 $ ( 43 ) $ 12 Customer lists and supplier relationships 4.7 95 ( 87 ) 8 99 ( 87 ) 12 Subscriber relationships 3.3 34 ( 33 ) 1 40 ( 36 ) 4 Technology and other 2.5 43 ( 38 ) 5 43 ( 36 ) 7 Total 3.2 $ 219 $ ( 198 ) $ 21 $ 237 $ ( 202 ) $ 35 |
Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives | Our definite-lived intangible assets are being amortized on a straight-line basis. The straight-line method of amortization is currently our best estimate, or approximates to date, the distribution of the economic use of these intangible assets. The estimated amortization expense for intangible assets with definite lives for each of the next five years, and the expense thereafter, assuming no subsequent impairment of the underlying assets or change in estimate of remaining lives, is expected to be as follows (in millions): 2023 $ 9 2024 6 2025 3 2026 2 2027 1 2028 and thereafter — Total $ 21 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Details of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following for the periods presented: December 31, 2022 December 31, 2021 (in millions) Accrued salary, bonus, and other employee-related benefits $ 65 $ 58 Accrued marketing costs 68 27 Interest payable (1) 17 16 Current income taxes payable (2) 16 3 Finance lease liability - current portion (3) 6 6 Operating lease liabilities - current portion (3) 14 20 Other 61 51 Total $ 247 $ 181 (1) Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 9: Debt ” for further information. (2) Refer to “Note 11: Income Taxes ” for further information regarding our income tax liabilities. (3) Refer to “Note 6: Leases ” for further information regarding our lease obligations. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The Company’s outstanding debt consisted of the following for the periods presented: December 31, 2022 Outstanding Principal Amount Unamortized Debt Issuance Costs Carrying Value (in millions) Long-Term Debt: 2025 Senior Notes $ 500 $ ( 5 ) $ 495 2026 Senior Notes 345 ( 4 ) 341 Total Long-Term Debt $ 845 $ ( 9 ) $ 836 December 31, 2021 Outstanding Principal Amount Unamortized Debt Issuance Costs Carrying Value (in millions) Long-Term Debt: 2025 Senior Notes $ 500 $ ( 7 ) $ 493 2026 Senior Notes 345 ( 5 ) 340 Total Long-Term Debt $ 845 $ ( 12 ) $ 833 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following for the periods presented: December 31, 2022 December 31, 2021 (in millions) Unrecognized tax benefits (1) $ 204 $ 177 Deferred gain on equity method investment (2) 28 31 Long-term income taxes payable (3) 27 2 Other 6 5 Total $ 265 $ 215 (1) Refer to “Note 11: Income Taxes ” for information regarding our unrecognized tax benefits. Amounts include accrued interest related to this liability . (2) Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 4: Financial Instruments and Fair Value Measurements ” for additional information . (3) Amount relates to the long-term portion of transition tax payable related to the 2017 Tax Act. Refer to “Note 11: Income Taxes ,” for additional information. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Our Domestic and Foreign Income (Loss) Before Income Taxes | The following table presents a summary of our domestic and foreign income (loss) before income taxes for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Domestic $ 37 $ ( 127 ) $ ( 262 ) Foreign 30 ( 58 ) ( 107 ) Income (loss) before income taxes $ 67 $ ( 185 ) $ ( 369 ) |
Summary of the Components of Our Provision (Benefit) for Income Taxes | The components of our provision (benefit) for income taxes consisted of the following for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Current income tax expense (benefit): Federal $ 37 $ 6 $ ( 73 ) State 3 ( 1 ) ( 3 ) Foreign 26 2 ( 3 ) Current income tax expense (benefit) 66 7 ( 79 ) Deferred income tax expense (benefit): Federal ( 19 ) ( 21 ) 13 State 1 ( 5 ) ( 10 ) Foreign ( 1 ) ( 18 ) ( 4 ) Deferred income tax expense (benefit) ( 19 ) ( 44 ) ( 1 ) Provision (benefit) for income taxes $ 47 $ ( 37 ) $ ( 80 ) |
Summary of Deferred Tax Assets and Deferred Tax Liabilities | The significant components of our deferred tax assets and deferred tax liabilities consisted of the following for the periods presented: December 31, 2022 2021 (in millions) Deferred tax assets: Stock-based compensation $ 28 $ 31 Net operating loss carryforwards 83 102 Provision for accrued expenses 6 4 Lease financing obligation 17 20 Foreign advertising spend 14 15 Tax credit carryforward 7 12 Capitalized research expenses (1) 39 — Interest carryforward 53 71 Other 19 15 Total deferred tax assets $ 266 $ 270 Less: valuation allowance ( 114 ) ( 123 ) Net deferred tax assets $ 152 $ 147 Deferred tax liabilities: Intangible assets $ ( 48 ) $ ( 51 ) Property and equipment ( 6 ) ( 22 ) Prepaid expenses ( 4 ) ( 3 ) Building - corporate headquarters ( 16 ) ( 17 ) Other ( 1 ) ( 1 ) Total deferred tax liabilities $ ( 75 ) $ ( 94 ) Net deferred tax asset (liability) $ 77 $ 53 (1) As required by the 2017 tax Cuts and Jobs Act, effective January 1, 2022, our research and development expenditures were capitalized and amortized, which resulted in a deferred tax asset. |
Reconciliation of the (Benefit) Provision for Income Taxes | A reconciliation of the provision (benefit) for income taxes to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes is as follows for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Income tax expense at the federal statutory rate $ 14 $ ( 39 ) $ ( 77 ) Foreign rate differential (1) — ( 14 ) ( 9 ) State income taxes, net of effect of federal tax benefit 5 ( 2 ) ( 11 ) Unrecognized tax benefits and related interest 17 4 4 Rate differential on US NOL carryback (2) — — ( 23 ) Research tax credit ( 2 ) ( 7 ) ( 9 ) Stock-based compensation 11 ( 1 ) 14 Change in valuation allowance 5 8 25 Local income tax on intercompany transaction — — 1 Executive compensation 1 6 6 Other, net ( 4 ) 8 ( 1 ) Provision (benefit) for income taxes $ 47 $ ( 37 ) $ ( 80 ) (1) During 2021, we extinguished intercompany debt which resulted in a reduction of our overall foreign rate differential. (2) As a result of the CARES Act, an income tax benefit of $ 23 million was recorded during the year ended December 31, 2020 related to the income tax rate differential in tax years applicable to U.S. loss carryforwards that became eligible for carryback. |
Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest and penalties) is as follows during the periods presented: December 31, 2022 2021 2020 (in millions) Balance, beginning of year $ 144 $ 144 $ 140 Increases to tax positions related to the current year 5 5 3 Increases to tax positions related to the prior year 29 1 1 Decreases due to lapsed statute of limitations ( 20 ) — — Decreases due to tax positions related to the prior year ( 1 ) — — Settlements during current year — ( 6 ) — Balance, end of year $ 157 $ 144 $ 144 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Material Contractual Obligations and Commercial Commitments | As of December 31, 2022, we have contractual obligations and commercial commitments that include expected interest payments on our 2026 Senior Notes and 2025 Senior Notes, expected commitment fees on our Credit Facility, and non-cancellable long-term purchase obligations, as summarized in the table below. The expected amounts and timing of payments discussed below were estimated based on information available to us as of December 31, 2022. By Period Total Less than 1 to 3 years 3 to 5 years More than (in millions) Expected interest payments on 2025 Senior Notes (1) $ 90 $ 35 $ 55 $ — $ — Expected interest payments on 2026 Senior Notes (2) 3 1 2 — — Expected commitment fee payments on Credit Facility (3) 3 2 1 — — Purchase obligations and other (4) 39 21 16 1 1 Total (5) $ 135 $ 59 $ 74 $ 1 $ 1 (1) Expected interest payments on our 2025 Senior Notes are based on a fixed interest rate of 7.0 %, as of December 31, 2022 and a ssumes that our existing debt is repaid at maturity. Refer to “Note 9: Debt ” for additional information on our 2025 Senior Notes. (2) Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25 %, as of December 31, 2022 and a ssumes that our existing debt is repaid at maturity. Refer to “Note 9: Debt ” for additional information on our 2026 Senior Notes. (3) Expected commitment fee payments are based on the daily unused portion of our Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2022; however, these variables could change significantly in the future. Refer to “Note 9: Debt ” for additional information on our Credit Facility. (4) Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through approximately June 2029. These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations. (5) Excluded from the table was $ 4 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2022. |
Stock Based Awards and Other _2
Stock Based Awards and Other Equity Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs | The following table presents the amount of stock-based compensation expense related to stock-based awards, primarily stock options and RSUs, on our consolidated statements of operations during the periods presented: Year ended December 31, 2022 2021 2020 (in millions) Cost of revenue $ 1 $ 1 $ 1 Selling and marketing 12 16 16 Technology and content 36 46 44 General and administrative 39 57 48 Total stock-based compensation expense 88 120 109 Income tax benefit from stock-based compensation expense ( 18 ) ( 23 ) ( 23 ) Total stock-based compensation expense, net of tax effect $ 70 $ 97 $ 86 |
Summary of Stock Option Activity | A summary of our stock option activity, consisting of service-based non-qualified stock options, is presented below: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Per Contractual Intrinsic Outstanding Share Life Value (in thousands) (in years) (in millions) Options outstanding as of December 31, 2021 5,671 $ 47.03 Granted (1) 841 20.00 Exercised (2) ( 13 ) 24.94 Cancelled or expired ( 1,037 ) 44.06 Options outstanding as of December 31, 2022 5,462 $ 43.48 5.1 $ — Exercisable as of December 31, 2022 3,931 $ 49.19 3.6 $ — Vested and expected to vest after December 31, 2022 (3) 5,316 $ 43.93 5.0 $ — (1) Inclusive of approximately 516,000 stock options awarded to Matt Goldberg, our CEO, during July 2022. The estimated grant-date fair value per option, using a Black-Scholes option pricing model was $ 9.23 . These stock options shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . (2) Inclusive of approximately 10,000 stock options for the year ended December 31, 2022, which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. 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 2018 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. (3) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. |
Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants | The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented: December 31, 2022 2021 2020 Risk free interest rate 3.07 % 0.83 % 1.15 % Expected term (in years) 5.42 5.45 5.30 Expected volatility 51.63 % 49.61 % 43.39 % Expected dividend yield — % — % — % Weighted-average grant date fair value $ 9.93 $ 18.40 $ 10.08 |
Summary of RSU Activity | A summary of our restricted stock units (“RSUs”) activity, consisting primarily 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, 2021 5,786 $ 36.82 Granted (1) 7,059 25.42 Vested and released (2) ( 3,086 ) 35.60 Cancelled ( 1,187 ) 32.96 Unvested RSUs outstanding as of December 31, 2022 (3) 8,572 $ 28.41 $ 154 (1) Inclusive of approximately 258,000 RSUs awarded to our CEO during July 2022. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $ 18.47 . This service-based RSU award shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . (2) Inclusive of approximately 820,000 RSUs for the year ended December 31, 2022, 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 2018 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. (3) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. |
Summary of Unrecognized Compensation Expense and Weighted Average Period Remaining | A summary of our remaining unrecognized compensation expense and the weighted average remaining amortization period at December 31, 2022 related to our non-vested equity awards is presented below (in millions, except in years information): Stock Options RSUs/MSUs Unrecognized compensation expense $ 14 $ 197 Weighted average period remaining (in years) 2.8 2.8 |
MSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of RSU Activity | A summary of our market-based RSUs (“MSUs”) activity is presented below: Weighted Average Grant- Aggregate MSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested MSUs outstanding as of December 31, 2021 120 $ 28.15 Granted (1) 592 10.00 Cancelled (2) ( 120 ) 28.15 Unvested MSUs outstanding as of December 31, 2022 592 $ 10.00 $ 12 (1) Inclusive of approximately 378,000 MSUs awarded to our CEO during July 2022. 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. These MSUs shall vest on July 1, 2025, with 25 % vesting if our stock price is equal to or greater than $ 35.00 but less than $ 45.00 , 50 % if our stock price is equal to or greater than $ 45.00 but less than $ 55.00 and 100 % if our stock price is equal to or greater than $ 55.00 , subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . All other MSU grants during the year, to various employees, contained similar vesting and performance conditions. MSU cancellations primarily reflect performance targets not being attained by the end of the performance period. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation Adjustments | Accumulated other comprehensive income (loss) is comprised of accumulated foreign currency translation adjustments, as follows for the periods presented: December 31, 2022 December 31, 2021 (in millions) Cumulative foreign currency translation $ ( 82 ) $ ( 56 ) Accumulated other comprehensive income (loss) $ ( 82 ) $ ( 56 ) (1) Deferred income tax liabilities related to these amounts are not material. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding | Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS (shares in thousands and dollars in millions, except per share amounts) for the periods presented: Year ended December 31, 2022 2021 2020 Numerator: Net income (loss) used to compute Basic EPS $ 20 $ ( 148 ) $ ( 289 ) Interest expense on 2026 Senior Notes, net of tax 1 — — Net income (loss) used to compute Diluted EPS $ 21 $ ( 148 ) $ ( 289 ) Denominator: Weighted average shares used to compute Basic EPS 139,923 137,234 134,858 Weighted average effect of dilutive securities: Stock options 4 — — RSUs/MSUs 1,069 — — 2026 Senior Notes (Note 9) 4,674 — — Weighted average shares used to compute Diluted EPS 145,670 137,234 134,858 Basic EPS $ 0.14 $ ( 1.08 ) $ ( 2.14 ) Diluted EPS $ 0.14 $ ( 1.08 ) $ ( 2.14 ) |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Summary of Other Income (Expense), Net | Other income (expense), net, consists of the following for the periods presented: Year Ended December 31, 2022 2021 2020 (in millions) Foreign currency exchange gains (losses), net (1) $ ( 5 ) $ ( 4 ) $ 5 Earnings (losses) from equity investment, net ( 2 ) ( 3 ) ( 3 ) Loss on sale/disposal of business (2) — — ( 6 ) Other, net 2 ( 3 ) ( 4 ) Total $ ( 5 ) $ ( 10 ) $ ( 8 ) (1) Foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, partially offset by foreign currency forward contract gains and losses . (2) Related to loss on disposal on the sale of our SmarterTravel business during June 2020 . |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The elimination of such intersegment transactions is included within Corporate and Eliminations in the table below. Year ended December 31, 2022 Tripadvisor Core (1) Viator (2) TheFork (3) Corporate & Total (in millions) External revenue $ 873 $ 493 $ 126 $ — $ 1,492 Intersegment revenue 93 — — ( 93 ) — Total Revenue $ 966 $ 493 $ 126 $ ( 93 ) $ 1,492 Adjusted EBITDA 345 ( 11 ) ( 39 ) — 295 Depreciation and amortization ( 97 ) ( 97 ) Stock-based compensation ( 88 ) ( 88 ) Legal reserves and settlements ( 1 ) ( 1 ) Non-recurring expenses (income) (4) ( 8 ) ( 8 ) Operating income (loss) 101 Other income (expense), net ( 34 ) Income (loss) before income taxes 67 (Provision) benefit for income taxes ( 47 ) Net income (loss) 20 Year ended December 31, 2021 Tripadvisor Core (1) Viator (2) TheFork (3) Corporate & Total (in millions) External revenue $ 633 $ 184 $ 85 $ — $ 902 Intersegment revenue 32 — — ( 32 ) — Total Revenue $ 665 $ 184 $ 85 $ ( 32 ) $ 902 Adjusted EBITDA 177 ( 31 ) ( 46 ) — 100 Depreciation and amortization ( 111 ) ( 111 ) Stock-based compensation ( 120 ) ( 120 ) Operating income (loss) ( 131 ) Other income (expense), net ( 54 ) Income (loss) before income taxes ( 185 ) (Provision) benefit for income taxes 37 Net income (loss) ( 148 ) Year ended December 31, 2020 Tripadvisor Core (1) Viator (2) TheFork (3) Corporate & Total (in millions) External revenue $ 463 $ 55 $ 86 $ — $ 604 Intersegment revenue 20 — — ( 20 ) — Total Revenue $ 483 $ 55 $ 86 $ ( 20 ) $ 604 Adjusted EBITDA 64 ( 72 ) ( 43 ) — ( 51 ) Depreciation and amortization ( 125 ) ( 125 ) Stock-based compensation ( 109 ) ( 109 ) Restructuring and other related reorganization costs ( 41 ) ( 41 ) Impairment of goodwill ( 3 ) ( 3 ) Operating income (loss) ( 329 ) Other income (expense), net ( 40 ) Income (loss) before income taxes ( 369 ) (Provision) benefit for income taxes 80 Net income (loss) ( 289 ) (1) Corporate general and administrative personnel cost s of $ 5 million, $ 6 million and $ 4 million for the years ended December 31, 2022, 2021 and 2020, respectively, were allocated to the Viator and TheFork segments. (2) Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $ 2 million, $ 3 million and $ 2 million for the years ended December 31, 2022, 2021 and 2020, respectively. (3) Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $ 3 million, $ 3 million and $ 2 million for the years ended December 31, 2022, 2021 and 2020, respectively . (4) The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud. This loss was recorded to general and administrative expenses on the consolidated statement of operations for December 31, 2022. The Company considers such costs to be non-recurring in nature. To the extent the Company recovers any losses in future periods related to this incident, the Company plans to reduce Adjusted EBITDA by the recovery amount in that same period. |
Summary of Revenue by Geographic Location | The Company’s revenue based on geographic location consists of the following for the periods presented: Year ended December 31, 2022 2021 2020 (in millions) Revenue United States $ 905 $ 526 $ 302 United Kingdom 402 259 169 All other countries 185 117 133 Total revenue $ 1,492 $ 902 $ 604 |
Property and Equipment, Net | The Company’s property and equipment, net for the United States and all other countries based on the geographic location of the assets consists of the following for the periods presented: December 31, 2022 2021 (in millions) Property and equipment, net United States $ 156 $ 178 All other countries 38 37 Total $ 194 $ 215 |
Organization and Business Des_2
Organization and Business Description - Additional Information (Details) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 Restaurant Country Vote VotePerShare Language | Dec. 11, 2012 shares | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) Restaurant Country Vote VotePerShare Language shares | Dec. 31, 2021 USD ($) VotePerShare | Dec. 31, 2020 USD ($) | Jul. 09, 2020 USD ($) | |
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Number of countries | Country | 40 | 40 | |||||
Number of languages worldwide | Language | 20 | 20 | |||||
Description of user-generated reviews and opinions across broad base of global travel-related businesses | Tripadvisor offered more than 1 billion user-generated ratings and reviews on nearly 8 million experiences, accommodations, restaurants, airlines, and cruises. | ||||||
Restructuring and other related reorganization costs | $ | $ 0 | $ 0 | $ 41 | ||||
TheFork | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
No of Restaurants | Restaurant | 55,000 | 55,000 | |||||
Number of countries related to The Fork operates | Country | 12 | 12 | |||||
Revolving Credit Facility | Credit Facility | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Amount borrowed | $ | $ 700 | ||||||
Credit facility, maturity date | May 12, 2024 | ||||||
Revolving Credit Facility | Credit Facility | Amended Credit Agreement On December 17th 2020 | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Credit facility, maturity date | May 12, 2022 | ||||||
Credit facility, extended maturity date | May 12, 2024 | ||||||
7.000% senior notes due July 15, 2025 | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Debt instrument, aggregate principal amount | $ | $ 500 | ||||||
Employee Severance and Related Benefits | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Restructuring and other related reorganization costs | $ | $ 41 | ||||||
Class B Common Stock | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Right to voting | 10 votes per share | ||||||
Vote per common stock share | VotePerShare | 10 | ||||||
Liberty | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Common stock purchased by Liberty | 4.8 | ||||||
Beneficially ownership of shares of common stock | 18.2 | ||||||
Beneficially ownership of shares of Common Stock Class B | 12.8 | ||||||
Percentage of interest held by related party | 100% | ||||||
LTRIP | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Beneficially ownership of shares of common stock | 16.4 | ||||||
Percentage taken from outstanding shares of common stock | 13% | ||||||
Percentage of beneficially ownership of shares of common stock class B | 21% | ||||||
Right to voting | one vote per share | ||||||
Vote per common stock share | VotePerShare | 1 | 1 | |||||
Beneficially ownership of equity securities | 56% | ||||||
LTRIP | Class B Common Stock | |||||||
Description Of Business And Basis Of Presentation [Line Items] | |||||||
Beneficially ownership of shares of common stock | 12.8 | ||||||
Percentage taken from outstanding shares of common stock | 100% | ||||||
Right to voting | ten votes per share | ||||||
Vote per common stock share | Vote | 10 | 10 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Subsidiary | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
Schedule Of Accounting Policies [Line Items] | ||||
Advertising expense | $ 572,000,000 | $ 282,000,000 | $ 118,000,000 | |
Expected dividend yield | 0% | 0% | 0% | |
Financial instruments including money market funds maturities period | 90 days | |||
Minimum maturities of short-term marketable securities | 90 days | |||
Maximum remaining maturity for short-term marketable securities | 12 months | |||
Maximum maturity period for marketable security | 3 years | |||
Weighted Average Maturity | 18 months | |||
Customer invoices due period | 30 days | |||
Minimum probability that the fair value of the reporting unit is less than the carrying amount | 50% | |||
Deferred merchant payables | $ 203,000,000 | $ 113,000,000 | ||
Minimum maturity at purchase date for a short term marketable security | 90 days | |||
Net foreign currency exchange gains/(losses) | [1] | $ (5,000,000) | (4,000,000) | $ 5,000,000 |
Foreign currency exchange contracts maturity period, maximum | 90 days | |||
Available for sale securities | $ 0 | $ 0 | ||
U.S. Treasury Securities | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Portfolio based securities loss expectation | 0 | |||
U.S. Government Agency Securities | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Portfolio based securities loss expectation | $ 0 | |||
Customer Concentration Risk | Sales [Member] | Expedia | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Customer concentration risk | 10% | 10% | 10% | |
Customer Concentration Risk | Sales [Member] | Booking | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Customer concentration risk | 10% | 10% | 10% | |
Customer Concentration Risk | Sales [Member] | Expedia and Booking | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Customer concentration risk | 35% | 34% | 25% | |
Customer Concentration Risk | Contract Assets [Member] | Expedia | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Customer concentration risk | 10% | |||
Customer Concentration Risk | Accounts Receivable [Member] | Expedia | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Customer concentration risk | 19% | |||
Minimum | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Depreciation over the estimated useful lives of assets | 3 years | |||
Maximum | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Depreciation over the estimated useful lives of assets | 5 years | |||
Stock Options | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Term of stock options, granted | 10 years | |||
Vesting period | 4 years | |||
Restricted Stock Units | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Vesting period | 4 years | |||
China | ||||
Schedule Of Accounting Policies [Line Items] | ||||
Number of operating subsidiaries | Subsidiary | 1 | |||
[1] Foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, partially offset by foreign currency forward contract gains and losses . |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Changes in Allowance for Credit Losses (Details) - Allowance for Doubtful Accounts - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance, beginning of period | $ 28 | $ 33 | $ 25 |
Provision charged to expense | 6 | 3 | 17 |
Write-offs, net of recoveries and other adjustments | (6) | (8) | (9) |
Balance, end of period | $ 28 | $ 28 | $ 33 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Jan. 01, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||
Customer invoices due period | 30 days | ||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | ||
Deferred revenue | 44,000,000 | 36,000,000 | $ 36,000,000 | $ 28,000,000 | |
Revenue recognized | 34,000,000 | 23,000,000 | |||
Revenue refunded due to cancellation | 2,000,000 | 4,000,000 | |||
COVID-19 Pandemic | |||||
Disaggregation Of Revenue [Line Items] | |||||
Decrease in allowance for expected uncollectible amounts of accounts receivable and contract assets | 14,000,000 | ||||
Selling and Marketing | |||||
Disaggregation Of Revenue [Line Items] | |||||
Amortization expense | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||
Maximum | |||||
Disaggregation Of Revenue [Line Items] | |||||
Capitalized contract cost, Amortization period | 1 year | ||||
Sales Incentive Program | Minimum | |||||
Disaggregation Of Revenue [Line Items] | |||||
Capitalized contract cost, Amortization period | 1 year | ||||
ASC 606 | |||||
Disaggregation Of Revenue [Line Items] | |||||
Customer invoices due period | 30 days | ||||
ASC 606 | Other Long-term Assets | |||||
Disaggregation Of Revenue [Line Items] | |||||
Unamortized contract costs | $ 4,000,000 | $ 4,000,000 |
Revenue Recognition - Additio_2
Revenue Recognition - Additional Information 1 (Details) | Dec. 31, 2022 |
ASC 606 | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Transaction price related to unsatisfied performance obligations expected period | 1 year |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Disaggregated Revenue to Segment Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1] | $ 1,492 | $ 902 | $ 604 |
IntersegmentEliminations | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1],[2] | (93) | (32) | (20) |
Tripadvisor Core | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1] | 966 | 665 | 483 |
Viator | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1] | 493 | 184 | 55 |
TheFork | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1] | 126 | 85 | 86 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1] | 52 | 46 | 57 |
Tripadvisor-Branded Hotels | Tripadvisor Core | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1] | 650 | 451 | 292 |
Tripadvisor-Branded Display and Platform | Tripadvisor Core | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1] | 130 | 98 | 69 |
TripAdvisor- Experiences and dining | Tripadvisor Core | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenue | [1],[2] | $ 134 | $ 70 | $ 65 |
[1] Our revenue is recognized primarily at a point in time for all reported segments. Tripadvisor experiences and dining revenue within the Tripadvisor Core segment are shown gross of intersegment (intercompany) revenue, which is eliminated on a consolidated basis. See “Note 19: Segment and Geographic Information ” for a discussion of intersegment revenue for all periods presented. |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Balances of Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses, from Contracts with Customers (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 173 | $ 105 |
Contract assets | 32 | 37 |
Total | $ 205 | $ 142 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Financial liabilities measured at fair value on a recurring basis | $ 0 | |||||
Cash and cash equivalents | $ 1,021,000,000 | 723,000,000 | ||||
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 periods ended December 31, 2022, 2021 and 2020, respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days. | |||||
Foreign currency exchange contracts maturity period, maximum | 90 days | |||||
Earnings (losses) from equity method investment, net | $ (2,000,000) | (3,000,000) | $ (3,000,000) | |||
Maturity of term deposits | 90 days or less at the date of purchase, in each case, with | |||||
Short-term marketable securities outstanding | $ 0 | 0 | ||||
Long-term marketable securities outstanding | 0 | 0 | ||||
Derivative Gain Loss On Derivative Net | $ 4,000,000 | $ 2,000,000 | $ 1,000,000 | |||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | |||
Deferred income liability | [1] | $ 28,000,000 | $ 31,000,000 | |||
Equity securities without readily determinable fair value | $ 2,000,000 | 2,000,000 | ||||
Other Long-Term Assets | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Redeemable noncontrolling interest, settlement amount | $ 20,000,000 | |||||
Percentage of notes receivable due in 5 years | 50% | |||||
Percentage of notes receivable due in 10 years | 50% | |||||
Allowance for credit loss under ASC 326 | 5,000,000 | $ 3,000,000 | ||||
Net of accumulated allowance for credit losses, Carrying value | $ 9,000,000 | 9,000,000 | ||||
Chelsea Investment Holding Company PTE, Ltd | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Equity method investment, ownership percentage | 40% | |||||
Equity method investments | $ 41,000,000 | |||||
Deferred income liability | $ 31,000,000 | $ 39,000,000 | ||||
Deferred gain recognition period | 15 years | |||||
Impairment loss on equity method investments | $ 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 | 32,000,000 | 34,000,000 | ||||
Chelsea Investment Holding Company PTE, Ltd | Accrued Expenses and Other Current Liabilities | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Deferred income liability | 3,000,000 | |||||
Chelsea Investment Holding Company PTE, Ltd | Other Long-term Liabilities | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Deferred income liability | 28,000,000 | |||||
Level 3 Unobservable Inputs | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Financial assets measured at fair value on a recurring basis | 0 | 0 | ||||
Financial liabilities measured at fair value on a recurring basis | 0 | $ 0 | ||||
Level 2 | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Cash and cash equivalents, consisted of bank deposits | [2] | $ 200,000,000 | ||||
[1] Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 4: Financial Instruments and Fair Value Measurements ” for additional information We did not have any unrealized gains and losses related to our cash equivalents. |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Schedule of Cash Equivalents Measured at Fair Value on a Recurring Basis (Details) - Level 2 $ in Millions | Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 200 | |
Cash Equivalents | 200 | [1] |
Term Deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized Cost | 200 | |
Cash Equivalents | $ 200 | [1] |
[1] We did not have any unrealized gains and losses related to our cash equivalents. |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Net Notional Principal Amounts of Outstanding Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency exchange-forward contracts | [1],[2] | $ 18 | $ 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. The fair value of our outstanding derivatives as of December 31, 2022 and 2021, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the consolidated balance sheet. |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements - Net Notional Principal Amounts of Outstanding Derivative Instruments (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Maximum maturity period of outstanding derivatives are not designated as hedging instruments | 90 days |
Financial Instruments and Fai_7
Financial Instruments and Fair Value Measurements - Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Carrying value amount | $ 836 | $ 833 | |
Level 2 | 2025 Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 500 | 500 | |
Carrying value amount | [1] | 495 | 493 |
Fair value amount | [2] | 498 | 531 |
Level 2 | 2026 Senior Notes | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 345 | 345 | |
Carrying value amount | [3] | 341 | 340 |
Fair value amount | [2] | $ 281 | $ 305 |
[1] Net of $ 5 million and $ 7 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source. Net of $ 4 million and $ 5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively. |
Financial Instruments and Fai_8
Financial Instruments and Fair Value Measurements - Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes (Parenthetical) (Details) - Level 2 - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, issuances costs | $ 5 | $ 7 |
2026 Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, issuances costs | $ 4 | $ 5 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 706 | $ 675 |
Less: accumulated depreciation | (512) | (460) |
Total | 194 | 215 |
Capitalized Website Development | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 445 | 416 |
Total | 91 | 97 |
Finance Lease Right-of-Use Asset | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 114 | 114 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 46 | 48 |
Computer Equipment and Purchased Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 82 | 77 |
Furniture, Office Equipment and Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 19 | $ 20 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | $ 194 | $ 215 | |
Capitalized Software and Website Development | |||
Property Plant And Equipment [Line Items] | |||
Disposed capitalized website development costs | 22 | ||
Capitalized Website Development | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | 91 | 97 | |
Depreciation of property and equipment, including amortization of internal-use website development | 61 | 64 | $ 67 |
Website Development | |||
Property Plant And Equipment [Line Items] | |||
Capitalized computer website development costs | $ 56 | $ 55 | $ 63 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended | ||
Jun. 30, 2013 | Dec. 31, 2022 ft² Location | Dec. 31, 2021 | |
Corporate HQ Building | |||
Lessee Lease Description [Line Items] | |||
Lease expiration date | Dec. 31, 2030 | ||
Corporate Headquarter Office Space | |||
Lessee Lease Description [Line Items] | |||
Lease expiration date | Dec. 31, 2030 | ||
Leased square footage of office space | 280,000 | ||
Extended lease term | 5 years | ||
North America and Europe and Asia Pacific | |||
Lessee Lease Description [Line Items] | |||
Leased area of office space | 400,000 | ||
Leased location | Location | 30 | ||
Lease expiration date | Jun. 30, 2027 | Jun. 30, 2027 | |
Accounting Standards Update 2016-02 | |||
Lessee Lease Description [Line Items] | |||
Operating leases options to extend lease terms | 6 years | ||
Operating lease, existence of option to extend | true | ||
Operating lease, existence of option to terminate | true | ||
Accounting Standards Update 2016-02 | Maximum | |||
Lessee Lease Description [Line Items] | |||
Lease expiration date | Jun. 30, 2027 | Jun. 30, 2027 | |
Operating lease, option to terminate | 1 year |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Assets and Liabilities are Included on Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncurrent Lease Assets: | |||
Finance lease | $ 76 | $ 86 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net (Note 5, Note 6) | Property and equipment, net (Note 5, Note 6) | |
Operating lease right-of-use assets (Note 6) | $ 27 | $ 42 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets (Note 6) | Operating lease right-of-use assets (Note 6) | |
Total noncurrent lease assets | $ 103 | $ 128 | |
Current Lease Liabilities: | |||
Finance lease | [1] | $ 6 | $ 6 |
Finance Lease Liability Current Statement Of Financial Position [Extensible List] | Accrued expenses and other current liabilities (Note 8) | Accrued expenses and other current liabilities (Note 8) | |
Operating lease | [1] | $ 14 | $ 20 |
Operating Lease Liability Current Statement Of Financial Position [Extensible List] | Accrued expenses and other current liabilities (Note 8) | Accrued expenses and other current liabilities (Note 8) | |
Current Lease Liabilities | $ 20 | $ 26 | |
Noncurrent Lease Liabilities: | |||
Finance lease obligation, net of current portion (Note 6) | $ 58 | $ 65 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance lease obligation, net of current portion (Note 6) | Finance lease obligation, net of current portion (Note 6) | |
Operating lease liabilities, net of current portion (Note 6) | $ 15 | $ 29 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities, net of current portion (Note 6) | Operating lease liabilities, net of current portion (Note 6) | |
Lease Liabilities Noncurrent | $ 73 | $ 94 | |
Finance Lease Liability | $ 93 | $ 120 | |
[1] Refer to “Note 6: Leases ” for further information regarding our lease obligations. |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Lease, Cost [Abstract] | ||||
Operating lease cost | [1] | $ 19 | $ 21 | $ 28 |
Finance lease cost: | ||||
Amortization of right-of-use assets | [2] | 10 | 10 | 10 |
Interest on lease liabilities | [3] | 3 | 4 | 4 |
Total finance lease cost | 13 | 14 | 14 | |
Sublease income | [1] | (9) | (5) | (3) |
Total lease cost, net | $ 23 | $ 30 | $ 39 | |
[1] Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations. Amount is included in depreciation expense in our consolidated statements of operations. Amount is included in interest expense in our consolidated statements of operations. |
Leases - Additional Informati_2
Leases - Additional Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 22 | $ 25 | $ 26 |
Operating cash outflows from finance lease | 3 | 3 | 4 |
Financing cash outflows from finance lease | 6 | 6 | 6 |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Operating leases | $ 2 | $ 6 | $ 4 |
Weighted-average remaining lease term: | |||
Weighted-average remaining lease term, Operating leases | 2 years 6 months | 3 years | |
Weighted-average remaining lease term, Finance lease | 8 years | 9 years | |
Weighted-average discount rate: | |||
Weighted-average discount rate, Operating leases | 3.70% | 3.70% | |
Weighted-average discount rate, Finance lease | 4.50% | 4.50% |
Leases - Summary of Future Leas
Leases - Summary of Future Lease Payments Under Non-Cancellable Leases (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Operating Lease Liabilities, Payments Due [Abstract] | |
2023 | $ 15 |
2024 | 9 |
2025 | 3 |
2026 | 2 |
2027 | 1 |
Thereafter | 0 |
Total future lease payments | 30 |
Less imputed interest | (1) |
Total lease liabilities | 29 |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2023 | 9 |
2024 | 9 |
2025 | 10 |
2026 | 10 |
2027 | 10 |
Thereafter | 28 |
Total future lease payments | 76 |
Less imputed interest | (12) |
Total lease liabilities | $ 64 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets [Line Items] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 3,000,000 |
Accumulated goodwill impairment losses | 3,000,000 | ||
Amortization expense | 13,000,000 | 20,000,000 | 26,000,000 |
Impairment of indefinite-lived intangible assets | 0 | 0 | 0 |
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Goodwill Activity by Reportable Segments (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Goodwill [Line Items] | ||||||
Beginning balance | $ 843 | $ 862 | ||||
Impairment | 0 | 0 | $ (3) | |||
Foreign currency translation adjustments | (21) | (19) | ||||
Ending balance | 822 | 843 | 862 | |||
Hotels, Media & Platform | ||||||
Goodwill [Line Items] | ||||||
Beginning balance | 407 | 407 | ||||
Allocation to new segments | [1] | (407) | ||||
Ending balance | 407 | 407 | ||||
Experiences & Dining Segment | ||||||
Goodwill [Line Items] | ||||||
Beginning balance | 344 | 362 | ||||
Allocation to new segments | [1] | (326) | ||||
Foreign currency translation adjustments | (18) | (18) | ||||
Ending balance | 344 | 362 | ||||
Other | ||||||
Goodwill [Line Items] | ||||||
Beginning balance | [2] | 92 | 93 | |||
Allocation to new segments | [1],[2] | (87) | ||||
Foreign currency translation adjustments | [2] | (5) | (1) | |||
Ending balance | $ 92 | [2] | $ 93 | [2] | ||
Tripadvisor Core | ||||||
Goodwill [Line Items] | ||||||
Allocation to new segments | [1] | 599 | ||||
Ending balance | 599 | |||||
Viator | ||||||
Goodwill [Line Items] | ||||||
Allocation to new segments | [1] | 120 | ||||
Foreign currency translation adjustments | (1) | |||||
Ending balance | 119 | |||||
TheFork | ||||||
Goodwill [Line Items] | ||||||
Allocation to new segments | [1] | 101 | ||||
Foreign currency translation adjustments | 3 | |||||
Ending balance | $ 104 | |||||
[1] Refer to “Note 19: Segment and Geographic Information ” for information regarding our reportable segment changes in the second quarter of 2022. Other consists of the combination of Rentals, Flights & Car, and Cruises, and did not previously constitute a reportable segment. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Intangible Assets Acquired in Business Combinations (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets with definite lives | $ 219 | $ 237 |
Less: accumulated amortization | (198) | (202) |
Intangible assets with definite lives, net | 21 | 35 |
Intangible assets with indefinite lives | 30 | 30 |
Total | $ 51 | $ 65 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 3 years 2 months 12 days | |
Gross Carrying Amount | $ 219 | $ 237 |
Accumulated Amortization | (198) | (202) |
Intangible assets with definite lives, net | $ 21 | 35 |
Trade Names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 1 year 8 months 12 days | |
Gross Carrying Amount | $ 47 | 55 |
Accumulated Amortization | (40) | (43) |
Intangible assets with definite lives, net | $ 7 | 12 |
Customer Lists and Supplier Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 4 years 8 months 12 days | |
Gross Carrying Amount | $ 95 | 99 |
Accumulated Amortization | (87) | (87) |
Intangible assets with definite lives, net | $ 8 | 12 |
Subscriber Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 3 years 3 months 18 days | |
Gross Carrying Amount | $ 34 | 40 |
Accumulated Amortization | (33) | (36) |
Intangible assets with definite lives, net | $ 1 | 4 |
Technology and Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 2 years 6 months | |
Gross Carrying Amount | $ 43 | 43 |
Accumulated Amortization | (38) | (36) |
Intangible assets with definite lives, net | $ 5 | $ 7 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 9 | |
2024 | 6 | |
2025 | 3 | |
2026 | 2 | |
2027 | 1 | |
2028 and thereafter | 0 | |
Intangible assets with definite lives, net | $ 21 | $ 35 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Accrued salary, bonus, and other employee-related benefits | $ 65 | $ 58 | |
Accrued marketing costs | 68 | 27 | |
Interest payable | [1] | 17 | 16 |
Current income taxes payable | [2] | 16 | 3 |
Finance lease obligation - current portion | [3] | 6 | 6 |
Operating lease liabilities - current portion | [3] | 14 | 20 |
Other | 61 | 51 | |
Total | $ 247 | $ 181 | |
[1] Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 9: Debt ” for further information. Refer to “Note 11: Income Taxes ” for further information regarding our income tax liabilities. Refer to “Note 6: Leases ” for further information regarding our lease obligations. |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Details) - Long-Term Debt - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Outstanding Principal Amount | $ 845 | $ 845 |
Unamortized Debt Issuance Costs | (9) | (12) |
Carrying Value | 836 | 833 |
2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Outstanding Principal Amount | 500 | 500 |
Unamortized Debt Issuance Costs | (5) | (7) |
Carrying Value | 495 | 493 |
2026 Senior Notes | ||
Debt Instrument [Line Items] | ||
Outstanding Principal Amount | 345 | 345 |
Unamortized Debt Issuance Costs | (4) | (5) |
Carrying Value | $ 341 | $ 340 |
Debt - Two Thousand Fifteen Cre
Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||||
Total interest and commitment fees | $ 44 | $ 45 | $ 35 | |||
Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Total interest and commitment fees | 1 | 3 | 10 | |||
Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity under Credit Facility | $ 500 | |||||
Credit facility, maturity date | May 12, 2024 | |||||
Line of Credit Facility, Interest Rate Description | borrowings under the Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to 2.00% with a London Inter-Bank Offered Rate (“LIBO rate”) floor of 1.00% per annum; or (ii) the Alternate Base Rate Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum, and (c) the Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%; in addition to an applicable margin ranging from 0.25% to 1.00%. In addition, based on the Company’s existing leverage ratio | |||||
Outstanding borrowings | $ 0 | 0 | ||||
Amount borrowed | $ 700 | |||||
Debt instrument, issuances costs | $ 2 | 4 | ||||
Credit Facility | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Floor Interest Rate | 1% | |||||
Credit Facility | Revolving Credit Facility | Adjusted LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Description of Variable Rate Basis | Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 1% | |||||
Credit Facility | Revolving Credit Facility | New York Fed Bank Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Debt Instrument, Description of Variable Rate Basis | effect on such day plus 1/2 of 1.00% per annum | |||||
Credit Facility | Revolving Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility Unused Capacity Commitment Fee Percentage | 0.15% | |||||
Credit Facility | Revolving Credit Facility | Minimum | ABR Spread | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.25% | |||||
Credit Facility | Revolving Credit Facility | Minimum | Eurocurrency Spread | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Credit Facility | Revolving Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility Unused Capacity Commitment Fee Percentage | 0.30% | |||||
Credit Facility | Revolving Credit Facility | Maximum | ABR Spread | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1% | |||||
Credit Facility | Revolving Credit Facility | Maximum | Eurocurrency Spread | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2% | |||||
Credit Facility | Revolving Credit Facility | Other Long Term Asset | ||||||
Debt Instrument [Line Items] | ||||||
Payments of financing costs for amendments to 2015 credit facility | 7 | |||||
Credit Facility | Revolving Credit Facility | Interest Expense | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, issuances costs | $ 2 | |||||
Credit Facility | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity under Credit Facility | $ 15 | |||||
Letters of credit outstanding amount | 4 | $ 3 | ||||
Credit Facility | Borrowings On Same Day Notice | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing capacity under Credit Facility | $ 40 | |||||
Credit Facility | Amended 2015 Credit Facility in May 2020 and December 2020 | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowings allowed excluding leverage ratio covenant | $ 200 | |||||
Minimum liquidity required | $ 150 | |||||
Credit Facility, description | We amended the Credit Facility during 2020 to, among other things: suspend the leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring the Company to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity), until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”). |
Debt - Two Thousand Twenty Five
Debt - Two Thousand Twenty Five Senior Notes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jul. 09, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||||
Unpaid interest in accrued expenses and other current liabilities | [1] | $ 17 | $ 16 | ||
Interest expense | $ 44 | 45 | $ 35 | ||
7.000% senior notes due July 15, 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, issuance date | Jul. 09, 2020 | ||||
Debt instrument, aggregate principal amount | $ 500 | ||||
Debt instrument, interest rate | 7% | 7% | |||
Debt Instrument, date of first required payment of interest | Jan. 15, 2021 | ||||
Debt Instrument, maturity date | Jul. 15, 2025 | ||||
Debt instruments purchase agreement date | Jul. 07, 2020 | ||||
Debt instrument, redemption, description | The Company has the option to redeem all or a portion of the 2025 Senior Notes at any time on or after July 15, 2022 at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any. | ||||
Debt instruments offer to purchase percentage of principal amount repurchased | 101% | ||||
Unpaid interest in accrued expenses and other current liabilities | $ 16 | 16 | |||
Interest expense | $ 35 | $ 35 | $ 17 | ||
[1] Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 9: Debt ” for further information. |
Debt - Two Thousand Twenty Six
Debt - Two Thousand Twenty Six Senior Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 12 Months Ended | ||||||
Mar. 25, 2021 USD ($) | Mar. 22, 2021 $ / shares | Dec. 31, 2022 USD ($) TradingDay $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2021 USD ($) | ||
Debt Instrument [Line Items] | |||||||
Capped call transactions cost | $ 0 | $ 35,000,000 | $ 0 | ||||
Deferred tax asset | 152,000,000 | 147,000,000 | |||||
Carrying value amount | 836,000,000 | 833,000,000 | |||||
Unpaid interest in accrued expenses and other current liabilities | [1] | 17,000,000 | 16,000,000 | ||||
Interest expense on 2026 Senior Notes, net of tax | $ 44,000,000 | $ 45,000,000 | $ 35,000,000 | ||||
Debt Instrument, Conversion, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, consecutive business days immediately following threshold consecutive trading days | TradingDay | 5 | ||||||
0.250% Senior Notes due April 1, 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, aggregate principal amount | $ 300,000,000 | ||||||
Debt instrument, interest rate | 0.25% | 0.25% | |||||
Debt issuance costs, Percentage | 0.47% | 0.53% | |||||
Debt Instrument, date of first required payment of interest | Oct. 01, 2021 | ||||||
Debt Instrument, maturity date | Apr. 01, 2026 | ||||||
Debt instruments purchase agreement date | Mar. 25, 2021 | ||||||
Debt instrument, frequency of interest payment | semiannually | ||||||
Debt instrument, redemption, description | The 2026 Senior Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice | ||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||||
Debt Instrument, convertible, threshold trading days | TradingDay | 20 | ||||||
Debt Instrument, convertible, threshold consecutive trading days | TradingDay | 30 | ||||||
Debt instrument, convertible, principal amount | $ 1,000 | ||||||
Debt instrument, initial conversion rate | 13.5483 | ||||||
Debt instrument, initial conversion price | $ / shares | $ 73.81 | ||||||
Debt Instrument Capped Call Cap Price | $ / shares | $ 107.36 | ||||||
Proceeds from debt, issuance costs | $ 340,000,000 | ||||||
Debt issuance costs | 5,000,000 | ||||||
Capped call transactions cost | $ 35,000,000 | ||||||
Debt instrument, convertible, capped call transactions, percentage of common stock sale price | 100% | ||||||
Share Price | $ / shares | $ 53.68 | ||||||
Deferred tax asset | $ 9,000,000 | ||||||
Common stock shares covered under capped call transaction | shares | 4.7 | ||||||
Interest expense on 2026 Senior Notes, net of tax | $ 1,000,000 | $ 1,000,000 | |||||
0.250% Senior Notes due April 1, 2026 | Over-allotment Option | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, aggregate principal amount | $ 45,000,000 | ||||||
0.250% Senior Notes due April 1, 2026 | Debt Instrument, Conversion, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||||
Debt Instrument, convertible, threshold trading days | TradingDay | 20 | ||||||
Debt Instrument, convertible, threshold consecutive trading days | TradingDay | 30 | ||||||
Debt instrument, conversion, description | during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | ||||||
0.250% Senior Notes due April 1, 2026 | Debt Instrument, Conversion, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 98% | ||||||
Debt Instrument, convertible, threshold consecutive trading days | TradingDay | 5 | ||||||
Debt instrument, convertible, principal amount | $ 1,000 | ||||||
0.250% Senior Notes due April 1, 2026 | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Common Stock Shares Covered Under Capped Call Transactions | $ 4,700,000 | ||||||
[1] Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 9: Debt ” for further information. |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Liabilities, Noncurrent [Abstract] | |||
Unrecognized tax benefits | [1] | $ 204 | $ 177 |
Deferred gain on equity method investment | [2] | 28 | 31 |
Long-term income taxes payable | [3] | 27 | 2 |
Other | 6 | 5 | |
Total other long term liabilities | $ 265 | $ 215 | |
[1] Refer to “Note 11: Income Taxes ” for information regarding our unrecognized tax benefits. Amounts include accrued interest related to this liability Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 4: Financial Instruments and Fair Value Measurements ” for additional information Amount relates to the long-term portion of transition tax payable related to the 2017 Tax Act. Refer to “Note 11: Income Taxes ,” for additional information. |
Income Taxes - Summary of Our D
Income Taxes - Summary of Our Domestic and Foreign Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 37 | $ (127) | $ (262) |
Foreign | 30 | (58) | (107) |
Income (loss) before income taxes | $ 67 | $ (185) | $ (369) |
Income Taxes - Summary of the C
Income Taxes - Summary of the Components of Our Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax expense (benefit): | |||
Federal | $ 37 | $ 6 | $ (73) |
State | 3 | (1) | (3) |
Foreign | 26 | 2 | (3) |
Current income tax expense (benefit) | 66 | 7 | (79) |
Deferred income tax expense (benefit): | |||
Federal | (19) | (21) | 13 |
State | 1 | (5) | (10) |
Foreign | (1) | (18) | (4) |
Deferred income tax expense (benefit) | (19) | (44) | (1) |
Provision (benefit) for income taxes | $ 47 | $ (37) | $ (80) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||||
Valuation allowance on deferred tax assets | $ 114 | $ 123 | |||
Increase related to additional foreign net operating losses | 9 | ||||
Expected tax refund | 12 | ||||
Cumulative undistributed foreign earnings not considered to be indefinitely reinvested | 445 | ||||
Unrecognized tax benefits | 157 | 144 | $ 144 | $ 140 | |
Unrecognized tax benefits inclusive of interest | 204 | ||||
Unrecognized tax benefits that would impact effective tax rate | 74 | ||||
Other Long-term Liabilities | |||||
Income Taxes [Line Items] | |||||
Total gross interest and penalties accrued | 47 | 39 | |||
COVID-19 Pandemic | |||||
Income Taxes [Line Items] | |||||
Government Grants And Other Assistance Benefits Recognized | 12 | $ 9 | $ 12 | ||
Minimum | HMRC | Tax Years 2012 Through 2016 | |||||
Income Taxes [Line Items] | |||||
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated | 25 | ||||
Minimum | Expedia | IRS | |||||
Income Taxes [Line Items] | |||||
Estimated range of increase in income tax expense for open tax years | 85 | ||||
Estimated range of increase in income tax expense pre spin off tax years | 20 | ||||
Minimum | MAP Consideration | IRS | Subsequent Event | |||||
Income Taxes [Line Items] | |||||
Estimated range of income tax expense Inclusive Of Interest | $ 25 | ||||
Maximum | HMRC | Tax Years 2012 Through 2016 | |||||
Income Taxes [Line Items] | |||||
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated | 35 | ||||
Maximum | Expedia | IRS | |||||
Income Taxes [Line Items] | |||||
Estimated range of increase in income tax expense for open tax years | 95 | ||||
Estimated range of increase in income tax expense pre spin off tax years | 30 | ||||
Maximum | MAP Consideration | IRS | Subsequent Event | |||||
Income Taxes [Line Items] | |||||
Estimated range of income tax expense Inclusive Of Interest | $ 35 | ||||
Singapore | |||||
Income Taxes [Line Items] | |||||
Expected tax refund | 64 | ||||
2017TaxActLongTermTaxesPayable | 25 | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards | 2 | ||||
NOLs carryforward, subject to expire | $ 2 | ||||
Expiration date of NOLs | starting from 2029 | ||||
Expected income tax expense (benefit) | $ 76 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards | 97 | ||||
NOLs subject to carryforward indefinitely | 13 | ||||
NOLs carryforward, subject to expire | $ 84 | ||||
Expiration date of NOLs | starting from 2024 | ||||
Foreign | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards | $ 306 | ||||
NOLs subject to carryforward indefinitely | 302 | ||||
NOLs carryforward, subject to expire | $ 4 | ||||
Expiration date of NOLs | starting from 2023 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets: | |||
Stock-based compensation | $ 28 | $ 31 | |
Net operating loss carryforwards | 83 | 102 | |
Provision for accrued expenses | 6 | 4 | |
Lease financing obligation | 17 | 20 | |
Foreign advertising spend | 14 | 15 | |
Tax credit carryforward | 7 | 12 | |
Capitalized research expenses | [1] | 39 | 0 |
Interest carryforward | 53 | 71 | |
Other | 19 | 15 | |
Total deferred tax assets | 266 | 270 | |
Less: valuation allowance | (114) | (123) | |
Net deferred tax assets | 152 | 147 | |
Deferred tax liabilities: | |||
Intangible assets | (48) | (51) | |
Property and equipment | (6) | (22) | |
Prepaid expenses | (4) | (3) | |
Building - corporate headquarters | (16) | (17) | |
Other | (1) | (1) | |
Total deferred tax liabilities | (75) | (94) | |
Net deferred tax asset (liability) | $ 77 | $ 53 | |
[1] As required by the 2017 tax Cuts and Jobs Act, effective January 1, 2022, our research and development expenditures were capitalized and amortized, which resulted in a deferred tax asset. |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax expense at the federal statutory rate | $ 14 | $ (39) | $ (77) |
Foreign rate differential | (14) | (9) | |
State income taxes, net of effect of federal tax benefit | 5 | (2) | (11) |
Unrecognized tax benefits and related interest | 17 | 4 | 4 |
Rate differential on US NOL carryback | (23) | ||
Research tax credit | (2) | (7) | (9) |
Stock-based compensation | 11 | (1) | 14 |
Change in valuation allowance | 5 | 8 | 25 |
Local income tax on intercompany transaction | 1 | ||
Executive compensation | 1 | 6 | 6 |
Other, net | (4) | 8 | (1) |
Provision (benefit) for income taxes | $ 47 | $ (37) | $ (80) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the (Benefit) Provision for Income Taxes (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
COVID-19 Pandemic | |
Income Taxes [Line Items] | |
Income tax expense (benefit) due to CARES Act | $ 23 |
Income Taxes - Reconciliation_3
Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Balance, beginning of year | $ 144 | $ 144 | $ 140 |
Increases to tax positions related to the current year | 5 | 5 | 3 |
Increases to tax positions related to the prior year | 29 | 1 | 1 |
Decreases due to lapsed statute of limitations | (20) | ||
Decreases due to tax positions related to the prior year | (1) | ||
Settlements during current year | (6) | ||
Balance, end of year | $ 157 | $ 144 | $ 144 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Material Contractual Obligations and Commercial Commitments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Mar. 25, 2021 | Jul. 09, 2020 |
Commitment And Contingencies [Line Items] | |||
Contractual Obligation, Total | $ 135 | ||
Contractual Obligation, Less than 1 year | 59 | ||
Contractual Obligation, 1 to 3 years | 74 | ||
Contractual Obligation, 3 to 5 years | 1 | ||
Contractual Obligation, More than 5 years | $ 1 | ||
7.000% senior notes due July 15, 2025 | |||
Commitment And Contingencies [Line Items] | |||
Debt instrument, interest rate | 7% | 7% | |
0.250% Senior Notes due April 1, 2026 | |||
Commitment And Contingencies [Line Items] | |||
Debt instrument, interest rate | 0.25% | 0.25% | |
Standby Letters of Credit | |||
Commitment And Contingencies [Line Items] | |||
Letters of credit outstanding amount | $ 4 | ||
Expected Interest Payments on 2025 Senior Notes | |||
Commitment And Contingencies [Line Items] | |||
Contractual Obligation, Total | 90 | ||
Contractual Obligation, Less than 1 year | 35 | ||
Contractual Obligation, 1 to 3 years | 55 | ||
Expected Interest Payments on 2026 Senior Notes | |||
Commitment And Contingencies [Line Items] | |||
Contractual Obligation, Total | 3 | ||
Contractual Obligation, Less than 1 year | 1 | ||
Contractual Obligation, 1 to 3 years | 2 | ||
Purchase obligations and other | |||
Commitment And Contingencies [Line Items] | |||
Contractual Obligation, Total | 39 | ||
Contractual Obligation, Less than 1 year | 21 | ||
Contractual Obligation, 1 to 3 years | 16 | ||
Contractual Obligation, 3 to 5 years | 1 | ||
Contractual Obligation, More than 5 years | 1 | ||
Expected Commitment Fee Payments on 2015 Credit Facility | |||
Commitment And Contingencies [Line Items] | |||
Contractual Obligation, Total | 3 | ||
Contractual Obligation, Less than 1 year | 2 | ||
Contractual Obligation, 1 to 3 years | $ 1 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Automatic enrollment feature pre-tax | 6% | ||
Maximum employer contribution | 50% | ||
Maximum employee contributions percentage to receive 50% matching | 6% | ||
Employer match, percent | 3% | ||
Contributions vested with the employees | 2 years | ||
Contributions to plans | $ 11 | $ 10 | $ 11 |
Severance expense | $ 1 | $ 1 | $ 5 |
Director | Deferred Compensation Plan | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Common stock reserved for issuance to non-employee directors | 100,000 | ||
Common stock shares issued to non-employee directors | 557 | ||
Maximum | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
No of installments for payments upon termination | Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election. | ||
Pre-tax basis | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Maximum annual employee contribution, percent | 50% | ||
After-tax basis | |||
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Maximum annual employee contribution, percent | 10% |
Stock Based Awards and Other _3
Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 88 | $ 120 | $ 109 |
Income tax benefit from stock-based compensation expense | (18) | (23) | (23) |
Total stock-based compensation expense, net of tax effect | 70 | 97 | 86 |
Cost of Revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1 | 1 | 1 |
Selling and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 12 | 16 | 16 |
Technology and Content | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 36 | 46 | 44 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 39 | $ 57 | $ 48 |
Stock Based Awards and Other _4
Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Jun. 08, 2021 | Jun. 28, 2013 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 21, 2018 | Dec. 20, 2011 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Capitalized stock based compensation as website development costs | $ 10 | $ 13 | $ 15 | ||||
Common shares registered for issuance under incentive plan | 17,500,000 | ||||||
Common stock share issuance under plan | 15,000,000 | ||||||
Cash received from stock option exercises | $ 0 | 8 | 0 | ||||
Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Closing stock price | $ 17.98 | ||||||
Total intrinsic value | $ 0 | 9 | 0 | ||||
2011 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares registered for issuance under incentive plan | 17,400,000 | ||||||
Deferred Compensation Plan for Non Employee Directors | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common shares registered for issuance under incentive plan | 100,000 | ||||||
2018 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock share issuance under plan | 10,000,000 | ||||||
Common stock share issuance under plan | 6,000,000 | ||||||
Number of shares reserved for future stock-based awards under plan | 11,000,000 | ||||||
2018 Plan | Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Total fair value of stock options vested | $ 16 | 31 | 14 | ||||
Cash received from stock option exercises | $ 0 | $ 8 | $ 0 |
Stock Based Awards and Other _5
Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) - Stock Options $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | ||
Options Outstanding | ||
Options Outstanding, Beginning balance | shares | 5,671 | |
Options Outstanding, Granted | shares | 841 | [1] |
Options Outstanding, Exercised | shares | (13) | [2] |
Options Outstanding, Cancelled or expired | shares | (1,037) | |
Options Outstanding, Ending balance | shares | 5,462 | |
Options Outstanding, Exercisable | shares | 3,931 | |
Options Outstanding, Vested and expected to vest | shares | 5,316 | [3] |
Weighted Average Exercise Price per share | ||
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 47.03 | |
Options Granted, Weighted Average Exercise Price | $ / shares | 20 | [1] |
Options Exercised, Weighted Average Exercise Price | $ / shares | 24.94 | [2] |
Options Cancelled or expired, Weighted Average Exercise Price | $ / shares | 44.06 | |
Options Outstanding, Weighted Average Exercise Price, Ending balance | $ / shares | 43.48 | |
Options Exercisable, Weighted Average Exercise Price | $ / shares | 49.19 | |
Options Vested and expected to vest, Weighted Average Exercise Price | $ / shares | $ 43.93 | [3] |
Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 1 month 6 days | |
Options Exercisable, Weighted Average Remaining Contractual Life | 3 years 7 months 6 days | |
Options Vested and expected to vest, Weighted Average Remaining Contractual Life | 5 years | [3] |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 0 | |
Options Exercisable, Aggregate Intrinsic Value | $ | 0 | |
Options Vested and expected to vest, Aggregate Intrinsic Value | $ | $ 0 | [3] |
[1] Inclusive of approximately 516,000 stock options awarded to Matt Goldberg, our CEO, during July 2022. The estimated grant-date fair value per option, using a Black-Scholes option pricing model was $ 9.23 . These stock options shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . Inclusive of approximately 10,000 stock options for the year ended December 31, 2022, which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. 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 2018 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. The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. |
Stock Based Awards and Other _6
Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Parenthetical) (Details) - $ / shares | 12 Months Ended | ||||
Jul. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average grant date fair value | $ 9.93 | $ 18.40 | $ 10.08 | ||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options non converted into shares due to net share settlement | 10,000 | ||||
Options Outstanding, Granted | [1] | 841,000 | |||
Stock Options | Matt Goldberg | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options Outstanding, Granted | 516,000 | ||||
Weighted-average grant date fair value | $ 9.23 | ||||
Stock awards vesting term | These stock options shall vest over four years, with 25% vesting on July 1, 2023 and 6.25% of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. | ||||
Requisite service period for estimated grant-date fair value of stock awards | Jul. 01, 2026 | ||||
Stock Options | Tranche One | Matt Goldberg | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options Outstanding, Granted | 115,200 | ||||
Weighted-average grant date fair value | $ 12.59 | ||||
Percentage of stock based awards allowed to vest as first installment | 25% | 25% | |||
Stock Options | Tranche Two | Matt Goldberg | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options Outstanding, Granted | 110,026 | ||||
Weighted-average grant date fair value | $ 13.18 | ||||
Percentage of stock based awards allowed to vest as first installment | 6.25% | ||||
[1] Inclusive of approximately 516,000 stock options awarded to Matt Goldberg, our CEO, during July 2022. The estimated grant-date fair value per option, using a Black-Scholes option pricing model was $ 9.23 . These stock options shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . |
Stock Based Awards and Other _7
Stock Based Awards and Other Equity Instruments - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Risk free interest rate | 3.07% | 0.83% | 1.15% |
Expected term (in years) | 5 years 5 months 1 day | 5 years 5 months 12 days | 5 years 3 months 18 days |
Expected volatility | 51.63% | 49.61% | 43.39% |
Expected dividend yield | 0% | 0% | 0% |
Weighted-average grant date fair value | $ 9.93 | $ 18.40 | $ 10.08 |
Stock Based Awards and Other _8
Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Details) - Restricted Stock Units $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | ||
RSUs outstanding | ||
Unvested outstanding, Beginning balance | shares | 5,786,000 | |
Restricted stock units, Granted | shares | 7,059,000 | [1] |
Unvested RSUs, Vested and released | shares | (3,086,000) | [2] |
Unvested RSUs, Cancelled | shares | (1,187,000) | |
Unvested outstanding, Ending balance | shares | 8,572,000 | [3] |
Weighted Average Grant-Date Fair Value Per Share | ||
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares | $ 36.82 | |
Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares | 25.42 | [1] |
Weighted Average Grant-Date Fair Value Per Share, Vested and released | $ / shares | 35.60 | [2] |
Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares | 32.96 | |
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares | $ 28.41 | [3] |
Aggregate Intrinsic Value | ||
Unvested RSUs outstanding, Aggregate Intrinsic Value | $ | $ 154 | [3] |
[1] Inclusive of approximately 258,000 RSUs awarded to our CEO during July 2022. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $ 18.47 . This service-based RSU award shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . Inclusive of approximately 820,000 RSUs for the year ended December 31, 2022, 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 2018 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. The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. |
Stock Based Awards and Other _9
Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details) - $ / shares | 12 Months Ended | ||||
Jul. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average grant date fair value | $ 9.93 | $ 18.40 | $ 10.08 | ||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
RSUs withheld to satisfy withholding tax requirements | 820,000 | ||||
Restricted stock units, Granted | [1] | 7,059,000 | |||
Matt Goldberg | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Restricted stock units, Granted | 258,000 | 106,382 | |||
Weighted-average grant date fair value | $ 18.47 | ||||
Stock awards vesting term | This service-based RSU award shall vest over four years, with 25% vesting on July 1, 2023 and 6.25% of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. | ||||
Percentage of stock based awards allowed to vest as first installment | 25% | ||||
Requisite service period for estimated grant-date fair value of stock awards | Jul. 01, 2026 | ||||
Matt Goldberg | Restricted Stock Units | Tranche One | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of stock based awards allowed to vest as first installment | 25% | ||||
Matt Goldberg | Restricted Stock Units | Tranche Two | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of stock based awards allowed to vest as first installment | 6.25% | ||||
[1] Inclusive of approximately 258,000 RSUs awarded to our CEO during July 2022. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $ 18.47 . This service-based RSU award shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . |
Stock Based Awards and Other_10
Stock Based Awards and Other Equity Instruments - Additional Information 2 (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Jul. 01, 2022 | May 27, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 88 | $ 120 | $ 109 | |||
Weighted-average grant date fair value | $ 9.93 | $ 18.40 | $ 10.08 | |||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 17 | |||||
Stock award modification term | On May 27, 2020 and July 15, 2020, the Compensation Committee of the Board of Directors, approved modifications to the Company’s annual RSU and stock option grants, respectively, issued to its employees in the first quarter of 2020. Such modifications reduced the original grant-date vesting period from four years to two years. | |||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options vest period | 4 years | |||||
Restricted stock units, Granted | [1] | 7,059,000 | ||||
Weighted Average Grant-Date Fair Value Per Share, Granted | [1] | $ 25.42 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options vest period | 4 years | |||||
Stock options, Granted | [2] | 841,000 | ||||
Maximum | Restricted Stock Units | Employees | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options vest period | 4 years | |||||
Minimum | Restricted Stock Units | Employees | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options vest period | 2 years | |||||
Chief Executive Officer | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total fair value of stock options | $ 6 | |||||
Chief Executive Officer | Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of stock based awards allowed to vest as first installment | 25% | |||||
Weighted-average grant date fair value | $ 18.47 | |||||
Restricted stock units, Granted | 258,000 | 106,382 | ||||
Weighted Average Grant-Date Fair Value Per Share, Granted | $ 27.26 | |||||
Chief Executive Officer | Restricted Stock Units | Tranche One [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of stock based awards allowed to vest as first installment | 25% | |||||
Chief Executive Officer | Restricted Stock Units | Tranche Two [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of stock based awards allowed to vest as first installment | 6.25% | |||||
Chief Executive Officer | Share-Based Payment Arrangement, Option [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options, Granted | 516,000 | |||||
Weighted-average grant date fair value | $ 9.23 | |||||
Chief Executive Officer | Share-Based Payment Arrangement, Option [Member] | Tranche One [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options, Granted | 115,200 | |||||
Percentage of stock based awards allowed to vest as first installment | 25% | 25% | ||||
Weighted-average grant date fair value | $ 12.59 | |||||
Chief Executive Officer | Share-Based Payment Arrangement, Option [Member] | Tranche Two [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options, Granted | 110,026 | |||||
Percentage of stock based awards allowed to vest as first installment | 6.25% | |||||
Weighted-average grant date fair value | $ 13.18 | |||||
[1] Inclusive of approximately 258,000 RSUs awarded to our CEO during July 2022. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $ 18.47 . This service-based RSU award shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . Inclusive of approximately 516,000 stock options awarded to Matt Goldberg, our CEO, during July 2022. The estimated grant-date fair value per option, using a Black-Scholes option pricing model was $ 9.23 . These stock options shall vest over four years, with 25 % vesting on July 1, 2023 and 6.25 % of the remaining award vesting in equal quarterly installments commencing thereafter, subject to the CEO’s continuous employment with the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . |
Stock Based Awards and Other_11
Stock Based Awards and Other Equity Instruments -Summary of Activity for MSUs (Details) - MSUs $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) $ / shares shares | ||
MSUs outstanding | ||
Unvested outstanding, Beginning balance | shares | 120 | |
MSUs outstanding, Granted | shares | 592 | [1] |
Unvested MSUs, Cancelled | shares | (120) | [2] |
Unvested outstanding, Ending balance | shares | 592 | |
Weighted Average Grant-Date Fair Value Per Share | ||
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares | $ 28.15 | |
Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares | 10 | [1] |
Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares | 28.15 | [2] |
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares | $ 10 | |
Aggregate Intrinsic Value | ||
Unvested MSUs outstanding, Aggregate Intrinsic Value | $ | $ 12 | |
[1] Inclusive of approximately 378,000 MSUs awarded to our CEO during July 2022. 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. These MSUs shall vest on July 1, 2025, with 25 % vesting if our stock price is equal to or greater than $ 35.00 but less than $ 45.00 , 50 % if our stock price is equal to or greater than $ 45.00 but less than $ 55.00 and 100 % if our stock price is equal to or greater than $ 55.00 , subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . All other MSU grants during the year, to various employees, contained similar vesting and performance conditions. MSU cancellations primarily reflect performance targets not being attained by the end of the performance period. |
Stock Based Awards and Other_12
Stock Based Awards and Other Equity Instruments - Summary of Activity for MSUs (Parenthetical) (Details) - MSUs | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
MSUs outstanding, Granted | shares | 592,000 | [1] |
Matt Goldberg | Employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock awards vesting term | These MSUs shall vest on July 1, 2025, with 25% vesting if our stock price is equal to or greater than $35.00 but less than $45.00, 50% if our stock price is equal to or greater than $45.00 but less than $55.00 and 100% if our stock price is equal to or greater than $55.00, subject to the CEO’s continuous employment with, or performance of services for, the Company. | |
MSUs outstanding, Granted | shares | 378,000 | |
Requisite service period for estimated grant-date fair value of stock awards | Jul. 01, 2026 | |
Matt Goldberg | Employees | Tranche One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of stock based awards allowed to vest as first installment | 25% | |
Percentage of stock option allowed to vest as first installment | 25% | |
Matt Goldberg | Employees | Tranche Two | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of stock based awards allowed to vest as first installment | 50% | |
Percentage of stock option allowed to vest as first installment | 50% | |
Matt Goldberg | Employees | Tranche Three | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Percentage of stock based awards allowed to vest as first installment | 100% | |
Percentage of stock option allowed to vest as first installment | 100% | |
Matt Goldberg | Minimum [Member] | Employees | Tranche One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 35 | |
Matt Goldberg | Minimum [Member] | Employees | Tranche Two | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased | 45 | |
Matt Goldberg | Minimum [Member] | Employees | Tranche Three | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased | 55 | |
Matt Goldberg | Maximum [Member] | Employees | Tranche One | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased | 45 | |
Matt Goldberg | Maximum [Member] | Employees | Tranche Two | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 55 | |
[1] Inclusive of approximately 378,000 MSUs awarded to our CEO during July 2022. 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. These MSUs shall vest on July 1, 2025, with 25 % vesting if our stock price is equal to or greater than $ 35.00 but less than $ 45.00 , 50 % if our stock price is equal to or greater than $ 45.00 but less than $ 55.00 and 100 % if our stock price is equal to or greater than $ 55.00 , subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through July 1, 2026 . All other MSU grants during the year, to various employees, contained similar vesting and performance conditions. |
Stock Based Awards and Other_13
Stock Based Awards and Other Equity Instruments - Summary of Unrecognized Compensation Expense and Weighted Average Period Remaining (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 14 |
Weighted average period remaining (in years) | 2 years 9 months 18 days |
RSUs/MSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average period remaining (in years) | 2 years 9 months 18 days |
Unrecognized compensation expense | $ 197 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) Directors $ / shares shares | Dec. 31, 2021 USD ($) VotePerShare $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 shares | Nov. 01, 2019 USD ($) | |
Schedule Of Capitalization Equity [Line Items] | |||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Percentage of directors elected by common stock holders | 25% | ||||
Number of directors | Directors | 3 | ||||
Conversion of Class B common stock | 100% | ||||
Common stock, shares issued | 146,891,538 | 144,656,649 | |||
Common stock, shares outstanding | 128,046,924 | 125,812,035 | |||
Repurchase of shares of common stock authorized | $ | $ 100 | ||||
Repurchase of common stock, shares | 0 | 0 | 4,707,450 | ||
Average price of shares repurchased, common stock | $ / shares | $ 24.32 | ||||
Aggregate cost of shares repurchased, common stock | $ | $ 115 | ||||
Remaining authorized share repurchased amount | $ | $ 75 | $ 250 | |||
Treasury stock, shares | 18,844,614 | 18,844,614 | |||
Aggregate cost of treasury stock | $ | $ 722 | $ 722 | |||
Dividend declared | $ / shares | $ 0 | $ 0 | $ 0 | ||
Class B Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Right to voting | 10 votes per share | ||||
Vote per common stock share | VotePerShare | 10 | ||||
Common stock, shares issued | 12,799,999 | 12,799,999 | |||
Common stock, shares outstanding | 12,799,999 | 12,799,999 | 12,799,999 | 12,799,999 | |
Common Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Common stock, shares authorized | 1,600,000,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | ||||
Right to voting | one vote per share | ||||
Vote per common stock share | VotePerShare | 1 | ||||
Common stock, shares outstanding | 146,891,538 | 144,656,649 | 140,775,221 | 138,698,307 |
Stockholders' Equity - Accumula
Stockholders' Equity - Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated other comprehensive income (loss) | $ (82) | $ (56) | |
Cumulative Foreign Currency Translation Adjustments, Net of Tax | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Accumulated other comprehensive income (loss) | [1] | $ (82) | $ (56) |
[1] Deferred income tax liabilities related to these amounts are not material. |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - Stock Options, RSUs and MSUs shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 11.4 | 16.1 | 13.7 |
Certain Performance-Based Awards | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 0.3 | 0.1 | 0.2 |
2026 Senior Notes | Maximum | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Cap price | 107.36 | 107.36 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding In Calculating EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Basic | $ 20 | $ (148) | $ (289) |
Interest expense on 2026 Senior Notes, net of tax | 44 | 45 | 35 |
Diluted | $ 21 | $ (148) | $ (289) |
Denominator: | |||
Weighted average shares used to compute Basic EPS | 139,923 | 137,234 | 134,858 |
Weighted average effect of dilutive securities: | |||
Stock options | 4 | ||
RSUs/MSUs | 1,069 | ||
2026 Senior Notes (Note 9) | 4,674 | ||
Weighted average shares used to compute Diluted EPS | 145,670 | 137,234 | 134,858 |
Basic EPS | $ 0.14 | $ (1.08) | $ (2.14) |
Diluted EPS | $ 0.14 | $ (1.08) | $ (2.14) |
0.250% Senior Notes due April 1, 2026 | |||
Numerator: | |||
Interest expense on 2026 Senior Notes, net of tax | $ 1 | $ 1 | |
Interest Expense of Senior Notes Net of Tax | $ 1 | $ 0 | $ 0 |
Other Income (Expense), Net - S
Other Income (Expense), Net - Summary of Other Income (Expense), Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Other Income and Expenses [Abstract] | |||||
Foreign currency exchange rates gains (losses), net | [1] | $ (5) | $ (4) | $ 5 | |
Earnings (losses) from equity method investment, net | (2) | (3) | (3) | ||
Loss on sale/disposal of business | 0 | 0 | (6) | [2] | |
Other, net | 2 | (3) | (4) | ||
Total | $ (5) | $ (10) | $ (8) | ||
[1] Foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, partially offset by foreign currency forward contract gains and losses . Related to loss on disposal on the sale of our SmarterTravel business during June 2020 . |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
LTRIP | |||
Related Party Transaction [Line Items] | |||
Related party transactions | $ 0 | $ 0 | $ 0 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 3 |
Segment and Geographic Inform_4
Segment and Geographic Information - Summary of Segment Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | ||||
Revenue | [1] | $ 1,492 | $ 902 | $ 604 |
Adjusted EBITDA | 295 | 100 | (51) | |
Depreciation and amortization | (97) | (111) | (125) | |
Stock-based compensation | (88) | (120) | (109) | |
Restructuring and other related reorganization costs | (41) | |||
Legal reserves and settlements | (1) | |||
Non-recurring expenses (income) (4) | (8) | |||
Impairment | 0 | 0 | (3) | |
Operating income (loss) | 101 | (131) | (329) | |
Other income (expense), net | (34) | (54) | (40) | |
Income (loss) before income taxes | 67 | (185) | (369) | |
(Provision) benefit for income taxes | (47) | 37 | 80 | |
Net income (loss) | 20 | (148) | (289) | |
Tripadvisor Core | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [1] | 966 | 665 | 483 |
Viator | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [1] | 493 | 184 | 55 |
TheFork | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [1] | 126 | 85 | 86 |
Third-Party | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,492 | 902 | 604 | |
Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Reportable Segments | Tripadvisor Core | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | 966 | 665 | 483 |
Adjusted EBITDA | [2] | 345 | 177 | 64 |
Reportable Segments | Viator | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [3] | 493 | 184 | 55 |
Adjusted EBITDA | [3] | (11) | (31) | (72) |
Reportable Segments | TheFork | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [4] | 126 | 85 | 86 |
Adjusted EBITDA | [4] | (39) | (46) | (43) |
Reportable Segments | Third-Party | Tripadvisor Core | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | 873 | 633 | 463 |
Reportable Segments | Third-Party | Viator | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [3] | 493 | 184 | 55 |
Reportable Segments | Third-Party | TheFork | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [4] | 126 | 85 | 86 |
Reportable Segments | Intersegment | Tripadvisor Core | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [2] | 93 | 32 | 20 |
Reportable Segments | Intersegment | Viator | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [3] | 0 | 0 | 0 |
Reportable Segments | Intersegment | TheFork | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | [4] | 0 | 0 | 0 |
Corporate and Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (93) | (32) | (20) | |
Adjusted EBITDA | 0 | 0 | 0 | |
Depreciation and amortization | (97) | (111) | (125) | |
Stock-based compensation | (88) | (120) | (109) | |
Restructuring and other related reorganization costs | (41) | |||
Legal reserves and settlements | (1) | |||
Non-recurring expenses (income) (4) | (8) | |||
Impairment | (3) | |||
Corporate and Eliminations | Third-Party | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 0 | 0 | 0 | |
Corporate and Eliminations | Intersegment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ (93) | $ (32) | $ (20) | |
[1] Our revenue is recognized primarily at a point in time for all reported segments. Corporate general and administrative personnel cost s of $ 5 million, $ 6 million and $ 4 million for the years ended December 31, 2022, 2021 and 2020, respectively, were allocated to the Viator and TheFork segments. Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $ 2 million, $ 3 million and $ 2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Includes allocated corporate general and administrative personnel costs from our Tripadvisor Core segment of $ 3 million, $ 3 million and $ 2 million for the years ended December 31, 2022, 2021 and 2020, respectively . (4) The Company incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud. This loss was recorded to general and administrative expenses on the consolidated statement of operations for December 31, 2022. The Company considers such costs to be non-recurring in nature. To the extent the Company recovers any losses in future periods related to this incident, the Company plans to reduce Adjusted EBITDA by the recovery amount in that same period. |
Segment and Geographic Inform_5
Segment and Geographic Information - Summary of Segment Information (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
General and administrative | $ 172 | $ 167 | $ 173 |
Advertising expense | 572 | 282 | 118 |
Tripadvisor Core | |||
Segment Reporting Information [Line Items] | |||
General and administrative | 5 | 6 | 4 |
Viator | |||
Segment Reporting Information [Line Items] | |||
General and administrative | 2 | 3 | 2 |
TheFork | |||
Segment Reporting Information [Line Items] | |||
General and administrative | $ 3 | $ 3 | $ 2 |
Segment and Geographic Inform_6
Segment and Geographic Information - Summary of Revenue by Geographic Location (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | [1] | $ 1,492 | $ 902 | $ 604 |
United States | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 905 | 526 | 302 | |
United Kingdom | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | 402 | 259 | 169 | |
All Other Countries | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenue | $ 185 | $ 117 | $ 133 | |
[1] Our revenue is recognized primarily at a point in time for all reported segments. |
Segment and Geographic Inform_7
Segment and Geographic Information - Property and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net (Note 5, Note 6) | $ 194 | $ 215 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net (Note 5, Note 6) | 156 | 178 |
All Other Countries | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net (Note 5, Note 6) | $ 38 | $ 37 |