Segment Information

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Information

NOTE 13: SEGMENT INFORMATION

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

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

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

The following tables present our reportable segment information for the three and six months ended June 30, 2024 and 2023 and include a reconciliation of adjusted EBITDA to Net income (loss). We record depreciation and amortization, stock-based compensation and other stock-settled obligations, goodwill, long-lived asset and intangible asset impairments, legal reserves and settlements, and non-recurring expenses and income, net, which are excluded from segment operating performance, in "Corporate & Eliminations". In addition, we do not report total assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segment performance. Accordingly, we do not regularly provide such information by segment to our CODM.

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

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

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

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

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

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

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

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

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

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

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

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

Customer Concentrations

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

Product Information

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