Liberty TripAdvisor (LTRPA) 10-Q6 Nov 242024 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 31, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-36603
Entity Registrant Name	LIBERTY TRIPADVISOR HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-3337365
Entity Address, Address Line One	12300 Liberty Boulevard
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5200
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001606745
Amendment Flag	false
Series A
Document Information [Line Items]
Title of 12(b) Security	Series A common stock
Trading Symbol	LTRPA
Entity Common Stock, Shares Outstanding		73,084,484
Series B
Document Information [Line Items]
Title of 12(b) Security	Series B common stock
Trading Symbol	LTRPB
Entity Common Stock, Shares Outstanding		4,232,532

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 1,127	$ 1,090
Accounts receivable and contract assets, net of allowance for credit losses of $28 million and $21 million, respectively	243	192
Income taxes receivable	46	3
Other current assets	62	39
Total current assets	1,478	1,324
Property and equipment, net	81	87
Intangible assets not subject to amortization:
Goodwill	1,392	1,387
Trademarks	525	522
Intangible assets not subject to amortization	1,917	1,909
Intangible assets subject to amortization, net	122	116
Other assets	145	124
Total assets	3,743	3,560
Current liabilities:
Deferred merchant and other payables	423	265
Current portion of debt, including $309 million measured at fair value as of September 30, 2024	314
Deferred revenue	61	49
Series A Preferred Stock liability (note 6)	265
Accrued liabilities and other current liabilities	306	262
Total current liabilities	1,369	576
Long-term debt, including $0 and $287 million measured at fair value as of September 30, 2024 and December 31, 2023, respectively (note 5)	886	1,180
Deferred income tax liabilities	31	49
Financial instrument liabilities (note 4)		21
Series A Preferred Stock liability (note 6)		249
Other liabilities	163	253
Total liabilities	2,449	2,328
Equity
Additional paid-in capital	304	307
Accumulated other comprehensive earnings (loss), net of taxes		(2)
Retained earnings (deficit)	(737)	(724)
Total stockholders' equity	(432)	(418)
Noncontrolling interests in equity of subsidiaries	1,726	1,650
Total equity	1,294	1,232
Commitments and contingencies (note 8)
Total liabilities and equity	3,743	3,560
Series A
Equity
Common stock value	1	1
Series B
Equity
Common stock value
Series C
Equity
Common stock value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Accounts receivables and contract assets, allowance for credit losses	$ 28	$ 21
Short-Term Debt, Fair Value	309
Long-term debt fair value	$ 0	$ 287
Series A
Equity:
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock shares issued	73,084,484	73,066,321
Common stock, shares outstanding	73,084,484	73,066,321
Series B
Equity:
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	7,500,000	7,500,000
Common stock shares issued	4,232,532	4,057,532
Common stock, shares outstanding	4,232,532	4,057,532
Series C
Equity:
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock shares issued	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Condensed Consolidated Statements of Operations
Revenue, Product and Service [Extensible List]	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember	us-gaap:ServiceMember
Total revenue, net	$ 532	$ 533	$ 1,424	$ 1,398
Operating costs and expenses:
Operating expense, including stock-based compensation (note 2)	120	109	352	318
Selling, general and administrative, including stock-based compensation (note 2)	325	324	926	915
Depreciation and amortization	21	21	63	63
Impairment of goodwill and intangible assets		1,025		1,025
Restructuring and other related reorganization costs (benefits)	(1)	18	1	18
Total operating costs and expenses	465	1,497	1,342	2,339
Operating income (loss)	67	(964)	82	(941)
Other income (expense):
Interest expense	(19)	(17)	(53)	(50)
Dividend and interest income	13	13	39	36
Realized and unrealized gains (losses) on financial instruments, net	3	(8)	12	(1)
Other, net	(2)	(2)	(6)	(4)
Total other income (expense)	(5)	(14)	(8)	(19)
Earnings (loss) before income taxes	62	(978)	74	(960)
Income tax (expense) benefit	(27)	14	(84)	(63)
Net earnings (loss)	35	(964)	(10)	(1,023)
Less net earnings (loss) attributable to noncontrolling interests	31	(730)	3	(768)
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders	$ 4	$ (234)	$ (13)	$ (255)
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3):	$ 0.05	$ (3.04)	$ (0.17)	$ (3.36)
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3):	$ 0.05	$ (3.04)	$ (0.17)	$ (3.36)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Condensed Consolidated Statements of Comprehensive Earnings (Loss)
Net earnings (loss)	$ 35	$ (964)	$ (10)	$ (1,023)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	20	(13)	9	(8)
Credit risk on fair value debt instruments gains (loss)	6	(1)		(8)
Reclassification adjustments included in net income (loss), net of tax			3
Other comprehensive earnings (loss)	26	(14)	12	(16)
Comprehensive earnings (loss)	61	(978)	2	(1,039)
Less comprehensive earnings (loss) attributable to the noncontrolling interests	47	(741)	13	(775)
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders	$ 14	$ (237)	$ (11)	$ (264)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net earnings (loss)	$ (964)	$ (10)	$ (1,023)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
Depreciation and amortization	21	63	63
Impairment of goodwill and intangible assets	1,025		1,025
Stock-based compensation		93	74
Realized and unrealized (gains) losses on financial instruments, net	8	(12)	1
Deferred income tax expense (benefit)		(24)	(61)
Non-cash interest expense		20	18
Other charges (credits), net		6	3
Changes in operating assets and liabilities
Current and other assets		(107)	(16)
Payables and other liabilities		110	164
Net cash provided (used) by operating activities		139	248
Cash flows from investing activities:
Capital expended for property and equipment, including capitalized website development		(51)	(47)
Net cash provided (used) by investing activities		(51)	(47)
Cash flows from financing activities:
Borrowings of debt		500
Repayments of debt		(500)
Payment of withholding taxes on net share settlements of equity awards		(17)	(14)
Shares repurchased by subsidiary		(25)	(75)
Other financing activities, net		(13)	(8)
Net cash provided (used) by financing activities		(55)	(97)
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash		4	(7)
Net increase (decrease) in cash, cash equivalents and restricted cash		37	97
Cash, cash equivalents and restricted cash at beginning of period		1,090	1,053
Cash, cash equivalents and restricted cash at end of period	$ 1,150	$ 1,127	$ 1,150

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Equity - USD ($) $ in Millions	Series A Common Stock	Additional paid-in capital	Accumulated other comprehensive earnings (loss)	Retained earnings (deficit)	Noncontrolling interest in equity of subsidiaries	Total
Balance at beginning of the period at Dec. 31, 2022	$ 1	$ 287	$ 9	$ (439)	$ 2,404	$ 2,262
Net earnings (loss)				(255)	(768)	(1,023)
Other comprehensive earnings (loss)			(9)		(7)	(16)
Stock-based compensation		19			63	82
Withholding taxes on net share settlements of stock-based compensation		(14)				(14)
Shares issued by subsidiary		(6)			6
Shares repurchased by subsidiary		24			(99)	(75)
Balance at end of the period at Sep. 30, 2023	1	310		(694)	1,599	1,216
Balance at beginning of the period at Jun. 30, 2023	1	307	3	(460)	2,317	2,168
Net earnings (loss)				(234)	(730)	(964)
Other comprehensive earnings (loss)			(3)		(11)	(14)
Stock-based compensation		7			21	28
Withholding taxes on net share settlements of stock-based compensation		(2)				(2)
Shares issued by subsidiary		(2)			2
Balance at end of the period at Sep. 30, 2023	1	310		(694)	1,599	1,216
Balance at beginning of the period at Dec. 31, 2023	1	307	(2)	(724)	1,650	1,232
Net earnings (loss)				(13)	3	(10)
Other comprehensive earnings (loss)			2		10	12
Stock-based compensation		22			80	102
Withholding taxes on net share settlements of stock-based compensation		(17)				(17)
Shares issued by subsidiary		(3)			3
Shares repurchased by subsidiary		(5)			(20)	(25)
Balance at end of the period at Sep. 30, 2024	1	304		(737)	1,726	1,294
Balance at beginning of the period at Jun. 30, 2024	1	300	(10)	(741)	1,652	1,202
Net earnings (loss)				4	31	35
Other comprehensive earnings (loss)			$ 10		16	26
Stock-based compensation		7			27	34
Withholding taxes on net share settlements of stock-based compensation		(3)				(3)
Balance at end of the period at Sep. 30, 2024	$ 1	$ 304		$ (737)	$ 1,726	$ 1,294

Basis of Presentation

Basis of Presentation	9 Months Ended
Basis of Presentation	Sep. 30, 2024
Basis of Presentation
Basis of Presentation	(1) Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Liberty TripAdvisor Holdings, Inc. and its controlled subsidiaries (collectively, "TripCo," "Consolidated TripCo," the "Company," "we," "us," or “our,” unless the context otherwise requires). TripCo does not have any operations outside of its controlling interest in its subsidiary Tripadvisor, Inc. (“Tripadvisor”). The accompanying (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2023 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Under the accounting guidance in Accounting Standards Codification Topic 205, Presentation of Financial Statements In applying the accounting guidance in ASC 205, TripCo considered its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its conditional and unconditional obligations due over the twelve months after the date that its financial statements were issued. The Company specifically considered the redemption of the Series A Preferred Stock and TripCo’s 0.50% Exchangeable Senior Debentures due 2051 (the “Debentures”) in its analysis. As disclosed in note 6, TripCo’s 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) is required to be redeemed for cash on March 27, 2025. As of September 30, 2024, the Redemption Price (as defined in note 6) of the Series A Preferred Stock was $266 million. As disclosed in note 5, the Debentures may be redeemed by TripCo, in whole or in part, on or after March 27, 2025. Holders of the Debentures also have the right to require TripCo to purchase their Debentures on March 27, 2025. As of September 30, 2024, the fair value of the Debentures was $309 million. If all holders exchanged their Debentures on March 27, 2025 and upon the redemption of the Company’s Series A Preferred Stock, TripCo would not have sufficient cash on hand to cover these obligations as of September 30, 2024. We note that Tripadvisor has sufficient cash to cover these obligations, but TripCo does not have ready access to Tripadvisor’s cash. On February 9, 2024, TripCo’s board of directors authorized TripCo to engage in discussions with respect to a potential transaction (“Potential Transaction”), pursuant to which all of the outstanding stock of TripCo and all of the outstanding common stock and Class B common stock of Tripadvisor, would be acquired concurrently for cash. The board of directors of Tripadvisor has formed a special committee comprised of independent and disinterested directors of the board of directors of Tripadvisor (“Special Committee”). TripCo and the Special Committee have ceased discussions with third parties with respect to a Potential Transaction. Strategic alternatives with respect to TripCo remain under consideration. In light of current circumstances, management’s plans do not alleviate the substantial doubt that the entity will continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) recognition and recoverability of goodwill, intangible and long-lived assets and (ii) accounting for income taxes to be its most significant estimates. Tripadvisor and the Company were negatively impacted by the risks and uncertainties related to the COVID-19 pandemic and Tripadvisor’s business would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and mandates. Following the lifting of restrictions in connection with the COVID-19 pandemic, travel demand increased. In addition, the U.S. and other countries have seen elevated and fluctuating levels of inflation and decreases in discretionary spending patterns by consumers. If macroeconomic conditions deteriorate, consumer demand and spending may decline, Tripadvisor may not be able to pass on increased costs to its customers and any inability to navigate the macroeconomic environment could harm its business, results of operations and financial condition. Additionally, natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East, acts of terrorism, fluctuations in currency values, and changes in global economic conditions are examples of other events that could have a negative impact on the travel industry, and, as a result, Tripadvisor’s financial results in the future. Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore Tripadvisor’s revenue and operating profits, have also historically followed a seasonal pattern. Tripadvisor’s 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 TripCo has entered into certain agreements, including the services agreement, the facilities sharing agreement and the tax sharing agreement, with Qurate Retail, Inc. (“Qurate Retail”) and/or Liberty Media Corporation (“Liberty Media”) (or certain of their subsidiaries). Pursuant to the services agreement (except as described below in respect to Gregory B. Maffei), Liberty Media provides TripCo with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. TripCo reimburses Liberty Media for direct, out-of-pocket expenses incurred by Liberty Media in providing these services and TripCo pays a services fee to Liberty Media under the services agreement that is subject to adjustment semi-annually, as necessary. Pursuant to the services agreement, in connection with Liberty Media’s employment arrangement with Gregory B. Maffei, TripCo’s Chairman, President and Chief Executive Officer, components of Mr. Maffei’s compensation will either be paid directly to him or reimbursed to Liberty Media, in each case, based on allocations among Liberty Media and the Service Companies set forth in the amended services agreement, currently set at 5% for the Company but subject to adjustment on an annual basis and upon the occurrence of certain events. Under the facilities sharing agreement, TripCo shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and TripCo and other agreements related to tax matters. Under these agreements approximately $1 million was reimbursable to Liberty Media for both of the three months ended September 30, 2024 and 2023, and approximately $2 million was reimbursable to Liberty Media for both of the nine months ended September 30, 2024 and 2023.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
Stock-Based Compensation	Sep. 30, 2024
Stock-Based Compensation
Stock-Based Compensation	(2) Stock-Based Compensation TripCo - Equity Awards TripCo has granted to certain of its directors and employees restricted stock units (“RSUs”) and stock options to purchase shares of TripCo common stock (collectively, “Awards”). TripCo measures the cost of employee services received in exchange for an equity classified Award based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and re-measures the fair value of the Award at each reporting date. TripCo has calculated the GDFV for all of its equity classified options and any subsequent re-measurement of its liability classified options using the Black-Scholes-Merton model. TripCo estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of TripCo common stock. TripCo uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, the majority of which relates to Tripadvisor as discussed below: Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 amounts in millions Operating expense $ 13 10 39 31 Selling, general and administrative expense 18 15 54 43 $ 31 25 93 74 Stock-based compensation expense related to Tripadvisor was $31 million and $24 million for the three months ended September 30, 2024 and 2023, respectively, and $92 million and $72 million for the nine months ended September 30, 2024 and 2023, respectively. TripCo - Outstanding Awards exercised canceled As of September 30, 2024, there were 600 thousand TripCo Series B common stock (“LTRPB”) options outstanding and exercisable WAEP exercises During the nine months ended September 30, 2024, pursuant to an agreement among TripCo, Liberty Media and our CEO, TripCo granted a cash award equal to $875,000 in satisfaction of the annual grant pursuant to which he was entitled under his employment agreement. The cash award cliff vests one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period. As of September 30, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $196 thousand. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately one year. As of September 30, 2024, TripCo reserved 1.6 million shares of LTRPA and LTRPB for issuance under exercise privileges of outstanding stock options. Tripadvisor Equity Grant Awards The following table presents the number and WAEP of the Awards to purchase Tripadvisor common stock (“TRIP common stock”) granted to certain officers, employees and directors of Tripadvisor. Weighted average TRIP remaining Aggregate common stock contractual intrinsic options WAEP life value in thousands in years in millions Outstanding at January 1, 2024 3,927 $ 35.56 Granted 45 $ 24.96 Exercised (80) 24.36 Cancelled or expired (1,131) $ 35.76 Outstanding at September 30, 2024 2,761 $ 35.63 4.5 $ — Exercisable at September 30, 2024 2,193 $ 39.12 3.7 $ — Vested and expected to vest after September 30, 2024 2,761 $ 35.63 4.5 $ — Tripadvisor’s 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. Tripadvisor amortizes the GDFV of its 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 GDFV of the award that is vested at that date. The weighted average GDFV of options issued was $13.37 per share for the nine months ended September 30, 2024. Additionally, during the nine months ended September 30, 2024, Tripadvisor granted approximately 6 million units, vested and released approximately 4 million units, and had cancellations of approximately 1 million units, which included primarily service-based RSUs, as well as a limited number of performance-based RSUs (“PSUs”) and market-based restricted stock units (“MSUs”) under the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan. The estimated GDFV per RSU and PSU was measured based on the quoted price of TRIP common stock at the date of the grant, with PSUs calculated upon the establishment of performance targets and amortized on a straight-line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. As the MSUs provide for vesting based upon Tripadvisor’s total shareholder return, or “TSR,” performance, the potential outcomes of future stock prices and TSR of Tripadvisor and the Nasdaq Composite Total Return Index, was used to calculate the GDFV of these awards. The weighted average GDFV for RSUs, PSUs and MSUs granted, vested and released, and cancelled during the nine months ended September 30, 2024 was $25.94 per share, $24.17 per share, and $23.15 per share, respectively. As of September 30, 2024, the total unrecognized compensation cost related to Tripadvisor stock-based awards, substantially RSUs, was approximately $275 million and will be recognized over a weighted average period of approximately 2.7 years.

Earnings (Loss) Per Common Shar

Earnings (Loss) Per Common Share ("EPS")	9 Months Ended
Earnings (Loss) Per Common Share ("EPS")	Sep. 30, 2024
Earnings (Loss) Per Common Share ("EPS")
Earnings (Loss) Per Common Share ("EPS")	(3) Earnings (Loss) Per Common Share (“EPS”) Basic EPS is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for both of the three months ended September 30, 2024 and 2023 are 1 million of potential common shares due to stock options because their inclusion would be antidilutive. Excluded from EPS for the nine months ended September 30, 2024 and 2023 are 1 million and 2 million, respectively, of potential common shares due to stock options because their inclusion would be antidilutive. TripCo Common Stock Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 number of shares in millions Basic WASO 77 77 77 76 Potentially dilutive shares (1) 1 2 1 2 Diluted WASO 78 79 78 78 (1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

Assets and Liabilities Measured

Assets and Liabilities Measured at Fair Value	9 Months Ended
Assets and Liabilities Measured at Fair Value	Sep. 30, 2024
Assets and Liabilities Measured at Fair Value
Assets and Liabilities Measured at Fair Value	(4) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any material recurring assets or liabilities measured at fair value that would be considered Level 3. The Company’s assets and liabilities measured at fair value are as follows: September 30, 2024 December 31, 2023 Quoted prices Significant Quoted prices Significant in active other in active other markets for observable markets for observable identical assets inputs identical assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 310 310 — 404 404 — Variable Prepaid Forward $ 21 — 21 6 — 6 TripCo Exchangeable Senior Debentures due 2051 $ 309 — 309 287 — 287 Preferred Stock Derivative $ 1 — 1 21 — 21 Tripadvisor generally classifies cash equivalents and marketable securities, if any, within Level 1 and Level 2 as it values these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). 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. The fair value of the Debentures On August 10, 2022, TripSPV, a wholly owned subsidiary of the Company, amended its variable prepaid forward (“VPF”) with a financial institution with respect to 2.4 million shares of TRIP common stock held by the Company. Pursuant to the amendment, the VPF has a forward floor price of $23.64 per share and a forward cap price of $29.24 per share. The VPF is included in other assets in the condensed consolidated balance sheets. As a result of the Repurchase Agreement, as described in note 6, TripCo determined the Series A Preferred Stock required liability treatment and needed to be bifurcated between a debt host and derivative (the “Preferred Stock Derivative”). The Preferred Stock Derivative was recorded at fair value upon the reclassification from temporary equity. Changes in the fair values of the VPF and Preferred Stock Derivative are recognized in realized and unrealized gains (losses) on financial instruments in the condensed consolidated statements of operations. The Preferred Stock Derivative is included in accrued liabilities and other current liabilities in the condensed consolidated balance sheet as of September 30, 2024 and in financial instrument liabilities in the condensed consolidated balance sheet as of December 31, 2023. The fair value of the VPF and Preferred Stock Derivative were derived from a Black-Scholes-Merton model using observable market data as the significant inputs. Other Financial Instruments Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities, and long-term debt (excluding the Debentures). With the exception of debt, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our condensed consolidated balance sheets. See note 5 for a description of the fair value of the Company’s fixed rate debt. See note 6 for a description of the fair value of the debt host component of the Company’s Preferred Stock Derivative. Realized and Unrealized Gains (Losses) on Financial Instruments Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 amounts in millions Variable Prepaid Forward $ 9 — 15 3 TripCo Exchangeable Senior Debentures due 2051 (8) (11) (22) (26) Preferred Stock Derivative 3 2 20 21 Tripadvisor foreign currency forward contracts (1) 1 (1) 1 $ 3 (8) 12 (1) The Company has elected to account for the Debentures using the fair value option. Changes in the fair value of the Debentures and financial instrument assets and liabilities recognized in the condensed consolidated statement of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares of the financial instruments. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the Debentures attributable to changes in the instrument specific credit risk was a gain of $6 million and a loss of $1 million for the three months ended September 30, 2024 and 2023, respectively, and a loss of less than $1 million and a loss of $8 million for the nine months ended September 30, 2024 and 2023, respectively. The cumulative change was a gain of $29 million as of September 30, 2024.

Debt

Debt	9 Months Ended
Debt	Sep. 30, 2024
Debt
Debt	(5) Debt Outstanding debt at September 30, 2024 and December 31, 2023 is summarized as follows: September 30, December 31, 2024 2023 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 309 287 TripCo variable prepaid forward 54 53 Tripadvisor Credit Facility — — Tripadvisor Term Loan B Facility due 2031 500 — Tripadvisor Senior Notes due 2025 — 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (8) (5) Total consolidated TripCo debt 1,200 1,180 Debt classified as current (314) — Total long-term debt $ 886 1,180 TripCo Exchangeable Senior Debentures due 2051 On March 25, 2021, TripCo issued $300 million aggregate original principal amount of the Debentures. Pursuant to the terms of the offering, on March 31, 2021, the initial purchasers notified the Company of their intention to exercise the option to purchase $30 million aggregate original principal amount of additional Debentures. The additional Debentures were issued on April 5, 2021. Upon an exchange of Debentures, TripCo, at its option, may deliver shares of TRIP common stock or the value thereof in cash or a combination of shares of TRIP common stock and cash. Initially, 14.3299 shares of TRIP common stock are attributable to each $1,000 original principal amount of Debentures, representing an initial exchange price of approximately $69.78 for each share of TRIP common stock. A total of approximately 4.7 million shares of TRIP common stock are attributable to the Debentures. Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2021. The Debentures may be redeemed by TripCo, in whole or in part, on or after March 27, 2025. Holders of the Debentures also have the right to require TripCo to purchase their Debentures on March 27, 2025. Accordingly, the Debentures are classified as current debt in the condensed consolidated balance sheet as of September 30, 2024. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. TripCo Variable Prepaid Forward The VPF matures in November 2025. At maturity, the accreted loan amount due will be approximately $57 million. As of September 30, 2024, 2.4 million shares of TRIP common stock, with a value of approximately $35 million, were pledged as collateral pursuant to the VPF contract. Tripadvisor Credit Agreement Tripadvisor is party to a credit agreement with a group of lenders, initially entered into in June 2015 and, amended and restated in June 2023, which, among other things, provides for a $500 million secured revolving credit facility (the “Credit Facility”). The Credit Facility has a maturity date of June 29, 2028 (unless, on any date that is 91 days prior to the final scheduled maturity date in respect of any indebtedness outstanding under certain “specified debt,” the aggregate outstanding principal amount of such specified debt is $200 million or more then the maturity date will be such business day). On July 8, 2024, Tripadvisor entered into the First Amendment to its Credit Agreement (the “Amended Credit Agreement”), which implements the Term Loan B Facility (discussed below) and, among other things: ● Does not change the aggregate amount of revolving commitments available at $500 million related to Tripadvisor’s Credit Facility; ● Makes certain adjustments to the definition of “Consolidated EBITDA”; ● Increases the Available Amount by the portion of excess cash flow and asset sale, casualty and condemnation mandatory prepayments declined by lenders under the Term Loan B Facility, which may be used to make restricted payments and investments; ● Adds a separate dollar basket not to exceed the greater of $195 million and 50% of Consolidated EBITDA for capital leases and purchase money debt; ● Adds a separate “ratio debt” basket for additional indebtedness up to 3.5 times pro forma Total Net Leverage Ratio, subject to certain customary limitations; and ● Adds customary extension and modification and refinancing facility provisions. The Amended Credit Agreement includes certain customary restrictions on the ability of Tripadvisor and its subsidiaries to, among other things, incur additional indebtedness, grant additional liens, and make investments, acquisitions, dispositions, distributions, and other payments, with certain exceptions as more specifically described in the Amended Credit Agreement. The Amended Credit Agreement contains customary events of default and modifies the cross-default provision so that the Term Loan B Facility includes a customary cross-acceleration event of default with the Credit Facility under the Amended Credit Agreement. If an event of default occurs and is continuing, then, among other things, the lenders under the Credit Facility and/or the Term Loan B Facility, as applicable, may declare any outstanding Credit Facility and/or Term Loan B Facility obligations, as applicable, under the Amended Credit Agreement to be immediately due and payable and exercise their rights and remedies against the collateral. The obligations under the Amended Credit Agreement are secured by substantially all assets, whether personal, tangible or intangible, of Tripadvisor and the Subsidiary Loan Parties as granted under the Security Documents. Any term not otherwise defined herein shall have the meaning ascribed to it in the Amended Credit Agreement. Credit Facility As of September 30, 2024 and December 31, 2023, Tripadvisor had no outstanding borrowings under the Credit Facility and had issued $3 million and $4 million, respectively, of undrawn standby letters of credit under the Credit Facility. Tripadvisor’s Credit Facility also includes $15 million of borrowing capacity available for letters of credit and $40 million for swing line borrowings on same-day notice. The Credit Facility, among other things, requires Tripadvisor to maintain a maximum total net leverage ratio of 4.5 to 1.0 solely in respect to the Credit Facility and contains certain customary affirmative and negative covenants and events of default, including a change of control. In connection with the Amended Credit Agreement, Tripadvisor incurred lender fees and other debt financing costs of $1 million under the Credit Facility. These costs were capitalized as deferred financing costs in other assets on the condensed consolidated balance sheet as of September 30, 2024. As of September 30, 2024, the Company had $ 4 Term Loan B Facility On July 8, 2024, under the Amended Credit Agreement, Tripadvisor issued a $500 million Term Loan B Facility, maturing July 8, 2031, with an interest rate based on secured overnight financing rate As of September 30, 2024, the interest rate on the Term Loan B Facility was 7.60% and the weighted-average interest rate on the Term Loan B Facility was 8.06% for the three months ended September 30, 2024. repayable in quarterly installments on the last day of each calendar quarter, commencing December 31, 2024, equal to 0.25% of the original principal amount with the balance due on the maturity date. The Term Loan B Facility has no financial covenants. In connection with the issuance of the Term Loan B Facility, Tripadvisor incurred $7 million of debt issuance costs, comprised of the initial purchasers’ discount, lender fees, and other debt financing costs. These debt issuance costs will be amortized over the remaining term of the Term Loan B Facility, using the effective interest rate method, and recorded to interest expense on the condensed consolidated statement of operations. As of September 30, 2024, unpaid interest on the Term Loan B Facility was not material and $10 million was recorded as interest expense on the condensed consolidated statements of operations during both the three and nine months ended September 30, 2024. Capped Call Transactions In connection with the issuance of the 0.25% convertible senior notes due 2026 (the “2026 Convertible Senior Notes”), Tripadvisor entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Convertible Senior Notes and/or their respective affiliates and/or other financial institutions at a cost of approximately $35 million. The Capped Calls are considered indexed to Tripadvisor’s own stock and are considered equity under GAAP. The Capped Calls are reported as a reduction to additional paid-in-capital and noncontrolling interest in equity of subsidiaries within stockholders’ equity as of September 30, 2024 and December 31, 2023. Fair Value of Debt As of September 30, 2024, Tripadvisor estimated the fair value of its Term Loan B Facility to be approximately $499 million and the fair value of its outstanding 2026 Convertible Senior Notes to be approximately $322 million. The estimated fair values of the Term Loan B Facility and the 2026 Convertible Senior Notes are based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source, which Tripadvisor considers to be “Level 2” fair value measurements.

Redeemable Preferred Stock

Redeemable Preferred Stock	9 Months Ended
Redeemable Preferred Stock	Sep. 30, 2024
Redeemable Preferred Stock
Redeemable Preferred stock	(6) Redeemable Preferred Stock On March 15, 2020, TripCo and Gregory B. Maffei entered into an investment agreement (the “Investment Agreement”) with Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC with respect to an investment in TripCo’s Series A Preferred Stock, which was later assigned to Certares LTRIP LLC (“Certares” or the “Purchaser”). Pursuant to the assigned Investment Agreement, On March 22, 2021, TripCo and Certares entered into a stock repurchase agreement (the “Repurchase Agreement”). TRIP common stock, . The price per share of Series A Preferred Stock was determined by multiplying (a) $1,000 by (b) an accretion factor with respect to the TRIP common stock (determined based on the Accretion Factor formula set forth in the Certificate of Designations of the Series A Preferred Stock (the “Certificate of Designations”) as modified to use the closing price of a share of TRIP common stock on the date of the pricing of the Debentures instead of using the Reference Stock VWAP (as defined in the Certificate of Designations)). of Series A Preferred Stock from Certares, representing 42% of the Series A Preferred Stock originally held by Certares, for an aggregate value of approximately $373 million. There were shares of Series A Preferred Stock authorized , issued and outstanding at September 30, 2024 and December 31, 2023. Priority The Series A Preferred Stock ranks senior to the shares of TripCo common stock, with respect to dividend rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of TripCo. The Series A Preferred Stock has a liquidation value equal to the sum of (i) $1,000, plus (ii) all unpaid dividends (whether or not declared) accrued with respect to such share. Voting and Convertibility Holders of Series A Preferred Stock are not entitled to any voting powers, except as otherwise specified in the Certificate of Designations or as required by Delaware law. Shares of Series A Preferred Stock are not convertible into TripCo common stock. Dividends Dividends on each share of Series A Preferred Stock accrue on a daily basis at a rate of 8.00% of the liquidation value and are payable annually, commencing after March 26, 2020. Dividends on each share of Series A Preferred Stock may be paid, at TripCo’s election, in cash, shares of LTRPA, or, at the election of the Purchaser, shares of the Company’s Series C common stock (“LTRPK”), provided, in each case, such shares are listed on a national securities exchange and are actively traded (such LTRPK shares, together with the LTRPA shares, the “Eligible Common Stock”), or a combination of cash and Eligible Common Stock. If a dividend is not declared and paid on the dividend payment date, the dividend amount will be added to the then-applicable liquidation price of the Series A Preferred Stock. Redemption The Company is required to redeem for cash shares of Series A Preferred Stock on the earlier of (i) the first business day after the fifth anniversary of March 26, 2020, or (ii) subject to certain exceptions, a change in control of TripCo. The “Redemption Price” in a mandatory redemption will equal the greater of (i) the sum of the liquidation value on the redemption date, plus all unpaid dividends accrued since the last dividend date, and (ii) the product of the (x) initial liquidation value, multiplied by (y) an accretion factor (determined based on a formula set forth in the Certificate of Designations) with respect to the TRIP common stock, less (z) the aggregate amount of all dividends paid in cash or shares of Eligible Common Stock from March 26, 2020 through the applicable redemption date. As a result of the redemption date, the Series A Preferred Stock is classified as a current liability in the condensed consolidated balance sheet as of September 30, 2024. Put Right Following March 26, 2021, during certain periods, the Purchaser had the right to cause TripCo to redeem all of the outstanding shares of Series A Preferred Stock at the Redemption Price for, at the election of TripCo, cash, shares of Eligible Common Stock, shares of TRIP common stock or any combination of the foregoing, subject to certain limitations (the “Put Option”). The Company evaluated the Put Option as an embedded derivative and determined it was not required to be bifurcated. As a result of the Repurchase Agreement, Certares has permanently waived the Put Option. TripCo Call Right Pursuant to the Repurchase Agreement, beginning March 27, 2024, TripCo has the option, from time to time, to call and repurchase any and all of the outstanding shares of the Series A Preferred Stock at the optional repurchase price (the "Call Right"), which is the greater of (x) the sum of the liquidation value of a share of Series A Preferred Stock as of the optional repurchase date plus all unpaid dividends accrued on such share from the most recent dividend payment date through such optional repurchase date and (y) (i) the initial liquidation value of such share of Series A Preferred Stock as of the original issue date multiplied by an accretion factor with respect to the TRIP common stock (determined based on the Accretion Factor formula set forth in the Certificate of Designations as modified such that the Reference Stock VWAP is determined as of the date that is two business days prior to the date of TripCo’s notice of repurchase) minus (ii) all dividends paid in cash or shares of Eligible Common Stock on such share through the optional repurchase date. Restriction on transfer of Series A Preferred Stock Subject to exceptions contained in the Investment Agreement and the Repurchase Agreement, the shares of Series A Preferred Stock generally are non-transferable; provided that TripCo has agreed not to unreasonably withhold its consent to certain transfers of up to 49% of the remaining Series A Preferred Shares outstanding following the repurchases from Certares under the Repurchase Agreement (so long as there are no more than six holders of the Series A Preferred Stock at any one time). Any transferee of shares of Series A Preferred Stock must agree to the permanent waiver of the Put Option, to the permanent waiver of the right to appoint the Series A Preferred Threshold Director (as such term is defined in the Certificate of Designations and described in the Repurchase Agreement) and to the Call Right. Recognition Prior to the partial redemption, as the Series A Preferred Stock was redeemable and the redemption triggers were outside of TripCo’s control, the Company was required to classify the shares outside of permanent equity. The Company calculated the carrying value of the Series A Preferred Stock pursuant to the Redemption Price calculation, and any changes in the carrying value of the Series A Preferred Stock were recorded directly to retained earnings. Immediately prior to the partial redemption, the Company recognized a $410 million decrease to retained earnings related to the value of the Series A Preferred Stock. As a result of the Repurchase Agreement, the Series A Preferred Stock may no longer be settled in shares of TripCo or TRIP common stock and the Purchaser no longer has the ability to participate on the TripCo board of directors purely through ownership of Series A Preferred Stock. Following an evaluation of the accounting impact of these changes, we concluded the Series A Preferred Stock is a debt host with an equity-indexed derivative that is required to be bifurcated. Accordingly, the Series A Preferred Stock was required to be measured at fair value, through retained earnings, in connection with the reclassification from temporary equity to a liability. The fair value of the Series A Preferred Stock was estimated to be $40 million lower than its redemption value and such amount was recorded as an increase to retained earnings. The debt host component is included in Series A Preferred Stock liability on the condensed consolidated balance sheet and will be accreted through interest expense to the amount to be paid upon settlement. The Preferred Stock Derivative is recorded at fair value and is included in accrued liabilities and other current liabilities as of September 30, 2024, and in financial instrument liabilities as of December 31, 2023 in the condensed consolidated balance sheets. As of September 30, 2024, the estimated fair value of the debt host component was $257 million, based on the present value of the liquidation price on the redemption date (Level 2).

Stockholders' Equity

Stockholders' Equity	9 Months Ended
Stockholders' Equity	Sep. 30, 2024
Stockholders' Equity
Stockholders' Equity	(7) Stockholders’ Equity Preferred Stock TripCo’s preferred stock is issuable, from time to time, with such powers, designations, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by TripCo’s board of directors. See note 6 for a description of the Series A Preferred Stock. Common Stock LTRPA entitles the holders to one vote per share, LTRPB entitles the holders to ten votes per share and LTRPK, except as otherwise required by applicable law, entitles the holder to no voting rights. As of September 30, 2024, no shares of LTRPK have been issued. All series of TripCo common stock participate on an equal basis with respect to dividends and distributions. Subsidiary Purchases of Common Stock During the nine months ended September 30, 2024, Tripadvisor repurchased 1,366,385 shares of its outstanding common stock at an average price of $18.28 per share, exclusive of fees and commissions, or $25 million in the aggregate. During the nine months ended September 30, 2023, Tripadvisor repurchased 4,724,729 shares of its outstanding common stock at an average share price of $15.85 per share, exclusive of fees and commissions, or $75 million in the aggregate. On September 7, 2023, Tripadvisor’s board of directors authorized the repurchase of $250 million in shares of its common stock under a new share repurchase program. This new share repurchase program, which has a term of two years , does not obligate Tripadvisor to acquire any particular number of shares and may be modified, suspended or discontinued at any time. As of September 30, 2024, Tripadvisor had $200 million remaining available to repurchase shares of its common stock under its share repurchase program.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies
Commitments and Contingencies	(8) Commitments and Contingencies Litigation In the ordinary course of business, the Company and its subsidiaries are parties to legal proceedings and claims arising out of our operations. These matters may relate to claims involving patent and intellectual property rights (including alleged privacy, infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition and consumer matters), defamation and other claims. Although it is reasonably possible that the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements. As of September 30, 2024, Tripadvisor had an accrual in the amount of $10 million in accrued liabilities and other current liabilities in the condensed consolidated balance sheet for a potential regulatory matter within Tripadvisor’s alternative accommodation rentals offering. This amount was accrued during the three months ended March 31, 2024, and is recorded to selling, general and administrative, including stock-based compensation in the condensed consolidated statements of operations for the nine months ended September 30, 2024 and is based on Tripadvisor’s best estimate of probable loss; the ultimate resolution of this contingency may be greater or less than the liability recorded. Income Tax Matters Tripadvisor received Notices of Proposed Adjustments (“NOPA”) from the IRS with respect to income tax returns filed by Expedia when Tripadvisor was part of Expedia Group’s consolidated income tax return for the 2014 through 2016 tax years. The assessment was related to certain transfer pricing arrangements with foreign subsidiaries, for which Tripadvisor had requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for the 2014 through 2016 tax years. In January 2024, Tripadvisor receive d notification of a MAP resolution agreement net of state tax payments due, associated with this IRS audit settlement which will be substantially settled in the next twelve months, resulting in an estimated net cash inflow of $50 million to $60 million, inclusive of related interest. The anticipated competent authority refund is reflected in current income taxes receivable, as well as a lesser amount of anticipated federal tax benefits, partially offset by anticipated certain state tax payments in accrued liabilities and other current liabilities on the condensed consolidated balance sheet as of September 30, 2024. As of December 31, 2023, Tripadvisor had recorded $153 million of unrecognized tax benefits, inclusive of interest, which were primarily included in other liabilities on the condensed consolidated balance sheet. As a result of Tripadvisor’s acceptance of MAP with the IRS for the 2014 through 2016 tax years, and its impact on other ongoing IRS audits, as described above, Tripadvisor reduced this unrecognized tax benefits liability by $79 million during the three months ended March 31, 2024, by reclassifying this balance to accrued liabilities and other current liabilities on the consolidated balance sheet, representing a short-term payment obligation to the IRS, which was subsequently paid during the three months ended June 30, 2024, as noted above. In addition, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023, Tripadvisor received a NOPA from the IRS for the 2009 through 2011 tax years relating to certain transfer pricing arrangements with its foreign subsidiaries. In response, Tripadvisor also requested competent authority assistance under MAP for the 2009 through 2011 tax years. In January 2023, Tripadvisor received a final notice from the IRS regarding a MAP resolution agreement for the 2009 through 2011 tax years, which Tripadvisor accepted in February 2023. In the first quarter of 2023, Tripadvisor recorded additional income tax expense as a discrete item, inclusive of interest, of $31 million specifically related to this settlement . During the first quarter of 2023, Tripadvisor reviewed the impact of the acceptance of this settlement position against its existing transfer pricing income tax reserves for the subsequent tax years, which resulted in incremental income tax expense, inclusive of estimated interest, of $24 million. The net impact of these adjustments resulted in an incremental income tax expense of $55 million, which was recognized during the three months ended March 31, 2023.

Segment Information

Segment Information	9 Months Ended
Segment Information	Sep. 30, 2024
Segment Information
Segment Information	(9) Segment Information TripCo, through its ownership interests in Tripadvisor, is primarily engaged in the online commerce industries. TripCo identifies its reportable segments as (A) those operating segments that represent 10% or more of its consolidated annual revenue, annual adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of TripCo’s annual pre-tax earnings. TripCo evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, and revenue or sales per customer equivalent. In addition, TripCo reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate. We have three reportable segments: (1) Brand Tripadvisor; (2) Viator; and (3) TheFork. ● Brand Tripadvisor – This segment includes Tripadvisor-branded hotels revenue, which consists of hotel meta revenue, primarily click-based advertising revenue, and hotel business to business revenue, which includes primarily subscription-based advertising and hotel sponsored placements revenue; Media and advertising revenue, which consists primarily of display-based advertising revenue; Tripadvisor experiences and dining revenue, which consists of intercompany (intersegment) revenue related to affiliate marketing commissions earned from experience bookings and, to a lesser extent, restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which are eliminated on a consolidated basis, in addition to external revenue generated from Tripadvisor restaurant offerings; as well as other revenue, which consists of cruises, alternative accommodation rentals, flights and rental car revenue. ● Viator – Tripadvisor provides information and services for consumers to research and book tours, activities and experiences in popular travel destinations through Viator. ● TheFork – Tripadvisor provides information and services for consumers to research and book restaurants in popular travel destinations through this dedicated restaurant reservations offering. The segment disclosure includes intersegment revenues, which consist of affiliate marketing fees for services provided by the Brand Tripadvisor segment to both the Viator and TheFork segments. These intersegment transactions are recorded by each segment at amounts that 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 Corporate and eliminations in the tables below. Performance Measures Tripadvisor disaggregates revenue from contracts with customers into major products/revenue sources. Tripadvisor has determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue is recognized primarily at a point in time for all reported segments. Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 Major Products/Revenue Sources: amounts in millions Brand Tripadvisor Tripadvisor-branded hotels $ 151 181 460 524 Media and advertising 40 38 114 110 Tripadvisor experiences and dining 51 55 135 138 Other 13 16 36 41 Total Brand Tripadvisor 255 290 745 813 Viator 270 245 655 576 TheFork 49 42 133 115 Intersegment eliminations (42) (44) (109) (106) Total Revenue $ 532 533 1,424 1,398 The following table provides information about the balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers: September 30, 2024 December 31, 2023 amounts in millions Accounts receivable $ 220 177 Contract assets 23 15 Total $ 243 192 Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that Tripadvisor has 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. 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 Tripadvisor presents as deferred revenue on its consolidated balance sheets, including amounts that are refundable. As of January 1, 2024, Tripadvisor had $49 million, recorded as deferred revenue on its condensed consolidated balance sheets, of which $7 million and $45 million was recognized as revenue during the three and nine months ended September 30, 2024, respectively. As of January 1, 2023, Tripadvisor had $44 million recorded as deferred revenue on its condensed consolidated balance sheet, of which $4 million and $40 million was recognized as revenue during the three and nine months ended September 30, 2023, respectively. During both the three months ended September 30, 2024 and 2023, refunds due to cancellations by travelers were not material, while refunds due to cancellations by travelers during both the nine months ended September 30, 2024 and 2023 were $3 million. For segment reporting purposes, TripCo defines Adjusted OIBDA as revenue less operating expenses, and selling, general and administrative expenses (excluding stock-based compensation), adjusted for specifically identified non-recurring transactions. TripCo believes this measure is an important indicator of the operational strength and performance Adjusted OIBDA is summarized as follows: Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 amounts in millions Brand Tripadvisor $ 87 111 248 279 Viator 30 17 13 (15) TheFork 5 (1) 5 (14) Corporate and eliminations (3) (2) (9) (8) Consolidated TripCo $ 119 125 257 242 In addition, we do not report assets, capital expenditures and related depreciation expense by segment as our Chief Operating Decision Maker (“CODM”) does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 amounts in millions Adjusted OIBDA $ 119 125 257 242 Stock-based compensation (31) (25) (93) (74) Depreciation and amortization (21) (21) (63) (63) Impairment of goodwill and intangible assets — (1,025) — (1,025) Legal reserves and settlements (1) — — (14) — Restructuring and other related reorganization (costs) benefits (2) 1 (18) (1) (18) Non-recurring expenses (3) (1) — (4) (3) Operating income (loss) 67 (964) 82 (941) Interest expense (19) (17) (53) (50) Dividend and interest income 13 13 39 36 Realized and unrealized gains (losses) on financial instruments, net 3 (8) 12 (1) Other, net (2) (2) (6) (4) Earnings (loss) before income taxes $ 62 (978) 74 (960) (1) See discussion in note 8 related to a $10 million potential regulatory matter. During the second quarter of 2024 Tripadvisor recorded a one-time charge of $4 million to general and administrative, including stock based compensation on the condensed consolidated statement of operations, resulting from legislation enacted in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022. This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while any liability subsequent to April 1, 2024 is included within Adjusted OIBDA. (2) During the third quarter of 2023, Tripadvisor initiated a restructuring and reduced global headcount. Tripadvisor expects the majority of remaining unpaid restructuring costs as of September 30, 2024 to be disbursed during 2024. (3) Tripadvisor expensed $1 million and $4 million of transaction costs during the three and nine months ended September 30, 2024, respectively, and $3 million of transaction costs during the nine months ended September 30, 2023, to selling, general and administrative, including stock-based compensation on the condensed consolidated statement of operations. Tripadvisor considers such costs to be non-recurring in nature .

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 4	$ (234)	$ (13)	$ (255)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
Stock-Based Compensation (Tables)	Sep. 30, 2024
Amounts of stock-based compensation	Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 amounts in millions Operating expense $ 13 10 39 31 Selling, general and administrative expense 18 15 54 43 $ 31 25 93 74
Tripadvisor
Schedule of stock-based compensation activity	Weighted average TRIP remaining Aggregate common stock contractual intrinsic options WAEP life value in thousands in years in millions Outstanding at January 1, 2024 3,927 $ 35.56 Granted 45 $ 24.96 Exercised (80) 24.36 Cancelled or expired (1,131) $ 35.76 Outstanding at September 30, 2024 2,761 $ 35.63 4.5 $ — Exercisable at September 30, 2024 2,193 $ 39.12 3.7 $ — Vested and expected to vest after September 30, 2024 2,761 $ 35.63 4.5 $ —

Earnings (Loss) Per Common Sh_2

Earnings (Loss) Per Common Share ("EPS") (Tables)	9 Months Ended
Earnings (Loss) Per Common Share ("EPS") (Tables)	Sep. 30, 2024
Earnings (Loss) Per Common Share ("EPS")
Reconciliation of Basic and Diluted Weighted Average Shares	TripCo Common Stock Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 number of shares in millions Basic WASO 77 77 77 76 Potentially dilutive shares (1) 1 2 1 2 Diluted WASO 78 79 78 78 (1) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

Assets and Liabilities Measur_2

Assets and Liabilities Measured at Fair Value (Tables)	9 Months Ended
Assets and Liabilities Measured at Fair Value (Tables)	Sep. 30, 2024
Assets and Liabilities Measured at Fair Value
Schedule of assets and liabilities measured at fair value	September 30, 2024 December 31, 2023 Quoted prices Significant Quoted prices Significant in active other in active other markets for observable markets for observable identical assets inputs identical assets inputs Description Total (Level 1) (Level 2) Total (Level 1) (Level 2) amounts in millions Cash equivalents $ 310 310 — 404 404 — Variable Prepaid Forward $ 21 — 21 6 — 6 TripCo Exchangeable Senior Debentures due 2051 $ 309 — 309 287 — 287 Preferred Stock Derivative $ 1 — 1 21 — 21
Schedule of realized and unrealized gains (losses)	Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 amounts in millions Variable Prepaid Forward $ 9 — 15 3 TripCo Exchangeable Senior Debentures due 2051 (8) (11) (22) (26) Preferred Stock Derivative 3 2 20 21 Tripadvisor foreign currency forward contracts (1) 1 (1) 1 $ 3 (8) 12 (1)

Debt (Tables)

Debt (Tables)	9 Months Ended
Debt (Tables)	Sep. 30, 2024
Debt
Schedule of outstanding debt	September 30, December 31, 2024 2023 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 309 287 TripCo variable prepaid forward 54 53 Tripadvisor Credit Facility — — Tripadvisor Term Loan B Facility due 2031 500 — Tripadvisor Senior Notes due 2025 — 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (8) (5) Total consolidated TripCo debt 1,200 1,180 Debt classified as current (314) — Total long-term debt $ 886 1,180

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
Segment Information (Tables)	Sep. 30, 2024
Segment Information
Schedule of disaggregation of revenue	Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 Major Products/Revenue Sources: amounts in millions Brand Tripadvisor Tripadvisor-branded hotels $ 151 181 460 524 Media and advertising 40 38 114 110 Tripadvisor experiences and dining 51 55 135 138 Other 13 16 36 41 Total Brand Tripadvisor 255 290 745 813 Viator 270 245 655 576 TheFork 49 42 133 115 Intersegment eliminations (42) (44) (109) (106) Total Revenue $ 532 533 1,424 1,398
Schedule of contract balances	September 30, 2024 December 31, 2023 amounts in millions Accounts receivable $ 220 177 Contract assets 23 15 Total $ 243 192
Schedule of performance measures	Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 amounts in millions Brand Tripadvisor $ 87 111 248 279 Viator 30 17 13 (15) TheFork 5 (1) 5 (14) Corporate and eliminations (3) (2) (9) (8) Consolidated TripCo $ 119 125 257 242
Reconciliation of Adjusted OIBDA to operating income and earnings (loss) before income taxes	Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 amounts in millions Adjusted OIBDA $ 119 125 257 242 Stock-based compensation (31) (25) (93) (74) Depreciation and amortization (21) (21) (63) (63) Impairment of goodwill and intangible assets — (1,025) — (1,025) Legal reserves and settlements (1) — — (14) — Restructuring and other related reorganization (costs) benefits (2) 1 (18) (1) (18) Non-recurring expenses (3) (1) — (4) (3) Operating income (loss) 67 (964) 82 (941) Interest expense (19) (17) (53) (50) Dividend and interest income 13 13 39 36 Realized and unrealized gains (losses) on financial instruments, net 3 (8) 12 (1) Other, net (2) (2) (6) (4) Earnings (loss) before income taxes $ 62 (978) 74 (960) (1) See discussion in note 8 related to a $10 million potential regulatory matter. During the second quarter of 2024 Tripadvisor recorded a one-time charge of $4 million to general and administrative, including stock based compensation on the condensed consolidated statement of operations, resulting from legislation enacted in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022. This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while any liability subsequent to April 1, 2024 is included within Adjusted OIBDA. (2) During the third quarter of 2023, Tripadvisor initiated a restructuring and reduced global headcount. Tripadvisor expects the majority of remaining unpaid restructuring costs as of September 30, 2024 to be disbursed during 2024. (3) Tripadvisor expensed $1 million and $4 million of transaction costs during the three and nine months ended September 30, 2024, respectively, and $3 million of transaction costs during the nine months ended September 30, 2023, to selling, general and administrative, including stock-based compensation on the condensed consolidated statement of operations. Tripadvisor considers such costs to be non-recurring in nature .

Basis of Presentation - Descrip

Basis of Presentation - Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	Mar. 26, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Short-Term Debt, Fair Value		$ 309		$ 309
Series A Preferred Stock
Preferred Stock, Dividend Rate, Percentage	8%			8%
Redeemable preferred stock, par value		$ 0.01		$ 0.01
Aggregate amount of redemption requirement		$ 266		$ 266
Exchangeable Senior Debentures due 2051
Interest rate		0.50%		0.50%
Short-Term Debt, Fair Value		$ 309		$ 309
Affiliated Entity \| Liberty Media
Related Party Transaction, Amounts of Transaction		$ 1	$ 1	$ 2	$ 2
Affiliated Entity \| Liberty Media \| CEO
CEO compensation allocation percentage				5%

Stock-Based Compensation - Trip

Stock-Based Compensation - TripCo Equity Awards (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	$ 31	$ 25	$ 93	$ 74
Operating expense
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	13	10	39	31
Selling, general and administrative expense
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	18	15	$ 54	43
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Dividend rate			0%
Tripadvisor
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	$ 31	$ 24	$ 92	$ 72

Stock-Based Compensation - Tr_2

Stock-Based Compensation - TripCo Outstanding Awards (Details) - 2019 Plan - USD ($)		9 Months Ended
	May 31, 2023	Sep. 30, 2024
Employee Stock Option
Additional disclosures
Unvested value not yet recognized		$ 196,000
Weighted average period the unrecognized compensation cost will be recognized		1 year
Amount of share reserve		1,600,000
Employee Stock Option \| Series A
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Granted		0
Exercised		0
Cancelled		0
Outstanding ending balance		1,035,000
Options exercisable		1,011,000
WAEP
Weighted average exercise price, options outstanding (in dollars per share)		$ 6.04
Weighted average exercise price, options exercisable (in dollars per share)		$ 6.05
Weighted average remaining contractual term outstanding		2 years 7 months 6 days
Outstanding, aggregate intrinsic value		$ 0
Employee Stock Option \| Series B
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Granted		0
Exercised		0
Outstanding ending balance		600,000
Options exercisable		600,000
WAEP
Weighted average exercise price, options outstanding (in dollars per share)		$ 4.23
Weighted average exercise price, options exercisable (in dollars per share)		$ 4.23
Weighted average remaining contractual term outstanding		3 years 1 month 6 days
Outstanding, aggregate intrinsic value		$ 223,000
Employee Stock Option \| Series B \| CEO
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Cancelled	1,800,000
WAEP
Weighted average exercise price, options forfeited/cancelled (in dollars per share)	$ 27.83
Performance Based RSUs \| Series B \| CEO
Additional disclosures
Cash awards		$ 875,000
Vesting period		1 year

Stock-Based Compensation - Tr_3

Stock-Based Compensation - TripAdvisor Awards (Details) - Tripadvisor $ / shares in Units, shares in Thousands, $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
2018 Plan \| RSUs, MSUs and PSUs
Additional disclosures
Weighted average period the unrecognized compensation cost will be recognized	2 years 8 months 12 days
RSUs, MSUs and PSUs granted (in shares) \| shares	6,000
RSUs, MSUs and PSUs vested (in shares) \| shares	4,000
RSUs, MSUs and PSUs cancelled \| shares	1,000
Maximum percentage employees receive of target number originally granted PSUs	200%
Weighted average grant date fair value, RSUs, MSUs and PSUs granted (in dollars per share)	$ 25.94
Weighted average grant date fair value, RSUs, MSUs and PSUs vested (in dollars per share)	24.17
Weighted average grant date fair value, RSUs, MSUs and PSUs cancelled (in dollars per share)	$ 23.15
Unrecognized compensation cost, unvested RSUs, MSUs and PSUs \| $	$ 275
2011 and 2018 Plans \| Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding beginning balance \| shares	3,927
Granted \| shares	45
Exercised \| shares	(80)
Cancelled or expired \| shares	(1,131)
Outstanding ending balance \| shares	2,761
Options exercisable \| shares	2,193
Vested and expected to vest \| shares	2,761
WAEP
Weighted average exercise price, options outstanding (in dollars per share)	$ 35.56
Weighted average exercise price, options granted (in dollars per share)	24.96
Weighted average exercise price, options exercised (in dollars per share)	24.36
Weighted average exercise price, options cancelled or expired (in dollars per share)	35.76
Weighted average exercise price, options outstanding (in dollars per share)	35.63
Weighted average exercise price, options exercisable (in dollars per share)	39.12
Weighted average exercise price, vested and expected to vest (in dollars per share)	$ 35.63
Weighted average remaining contractual term outstanding	4 years 6 months
Weighted average remaining contractual term exercisable	3 years 8 months 12 days
Weighted average remaining contractual life vested and expected to vest	4 years 6 months
Additional disclosures
Weighted average grant date fair value, options (in dollars per share)	$ 13.37
Term of awards	10 years
Vesting period	4 years

Earnings (Loss) Per Common Sh_3

Earnings (Loss) Per Common Share ("EPS") (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Denominator
Basic WASO (in shares)	77	77	77	76
Potentially dilutive shares (in shares)	1	2	1	2
Diluted WASO (in shares)	78	79	78	78
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive potential common shares	1	1	1	2

Assets and Liabilities Measur_3

Assets and Liabilities Measured at Fair Value (Details) shares in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Aug. 10, 2022 $ / item shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt fair value	$ 0	$ 287
Repayments of long term debt	$ 500
Forward Contracts \| Variable prepaid forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other Assets, Noncurrent	Other Assets, Noncurrent
Forward contract shares indexed \| shares			2.4
Forward floor price \| $ / item			23.64
Forward cap price \| $ / item			29.24
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 310	$ 404
Preferred Stock Derivative	1	21
Recurring \| Variable prepaid forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	21	6
Recurring \| Exchangeable Senior Debentures due 2051
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt fair value	309	287
Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	310	404
Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Derivative	1	21
Recurring \| Level 2 \| Variable prepaid forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative asset	21	6
Recurring \| Level 2 \| Exchangeable Senior Debentures due 2051
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt fair value	$ 309	$ 287

Assets and Liabilities Measur_4

Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Realized and unrealized gains (losses) on financial instruments, net	$ 3	$ (8)	$ 12	$ (1)
Variable prepaid forward
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Realized and unrealized gains (losses) on financial instruments, net	9		15	3
Exchangeable Senior Debentures due 2051
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Realized and unrealized gains (losses) on financial instruments, net	(8)	(11)	(22)	(26)
Credit risk on fair value debt instruments gains (losses)	6	(1)		(8)
Cumulative gain on assets	29		29
Exchangeable Senior Debentures due 2051 \| Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit risk on fair value debt instruments gains (losses)			(1)
Preferred Stock Derivative
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Realized and unrealized gains (losses) on financial instruments, net	3	2	20	21
Tripadvisor foreign currency forward contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Realized and unrealized gains (losses) on financial instruments, net	$ (1)	$ 1	$ (1)	$ 1

Debt - Outstanding debt (Detail

Debt - Outstanding debt (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Debt Financing
Deferred financing costs	$ (8)	$ (5)
Total consolidated TripCo debt	1,200	1,180
Debt classified as current	(314)
Total long-term debt	886	1,180
Exchangeable Senior Debentures due 2051
Debt Financing
Carrying amount of debt	309	287
Variable prepaid forward
Debt Financing
Carrying amount of debt	54	53
Tripadvisor \| Tripadvisor Credit Facility
Debt Financing
Deferred financing costs	(4)
Tripadvisor \| Term Loan B Credit Facility due July 8, 2031
Debt Financing
Carrying amount of debt	500
Tripadvisor \| Tripadvisor Senior Notes due 2025
Debt Financing
Carrying amount of debt		500
Tripadvisor \| Tripadvisor Convertible Senior Notes due 2026
Debt Financing
Carrying amount of debt	$ 345	$ 345

Debt - TripCo Exchangeable Seni

Debt - TripCo Exchangeable Senior Debentures due 2051 (Details) - Exchangeable Senior Debentures due 2051 $ / shares in Units, shares in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Mar. 31, 2021 USD ($)	Mar. 25, 2021 USD ($)
Debt Instrument [Line Items]
Aggregate principal amount		$ 30,000,000	$ 300,000,000
Debt Instrument, Convertible, Conversion Ratio	14.3299
Conversion to common Stock	$ 1,000
Debt instrument, convertible, principal amount \| shares	4.7
Debt Instrument, Convertible, Conversion Price \| $ / shares	$ 69.78
Debt Instrument, redemption price, percentage	100%

Debt - TripCo Variable Prepaid

Debt - TripCo Variable Prepaid Forward (Details) - Variable prepaid forward - Forward Contracts shares in Millions, $ in Millions	Sep. 30, 2024 USD ($) shares
Debt Financing
Accreted loan total at maturity	$ 57
Value of common stock pledged as collateral.	$ 35
Asset Pledged as Collateral
Debt Financing
Investment Owned, Balance, Shares \| shares	2.4

Debt - TripAdvisor Credit Facil

Debt - TripAdvisor Credit Facilities (Details) $ in Millions				3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 15, 2024 USD ($)	Jul. 08, 2024 USD ($)	Jun. 29, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2015 USD ($)
Debt Financing
Remaining debt instrument, issuance costs				$ 8		$ 8		$ 5
Interest Expense				19	$ 17	53	$ 50
Tripadvisor \| Tripadvisor Credit Facility
Debt Financing
Description of ratio debt additional indebtedness		3.5
Maximum borrowing capacity for capital leases and purchase money debt		$ 195
Percentage of EBITDA for capital leases and purchase money debt		50%
Payment of financing costs related to Credit Facility amendment				1		1
Remaining debt instrument, issuance costs				4		4
Total net leverage ratio								4.5
Tripadvisor \| Tripadvisor Credit Facility \| 2015 Credit Facility
Debt Financing
Credit facility threshold trading days prior to maturity			91 days
Maximum borrowing capacity		$ 500							$ 500
Specific debt outstanding prior to maturity date			$ 200
Borrowings outstanding on line of credit				0		0		$ 0
Tripadvisor \| Letter of Credit \| 2015 Credit Facility
Debt Financing
Maximum borrowing capacity				15		15
Outstanding letters of credit				3		3		$ 4
Tripadvisor \| Same-day notice borrowings \| 2015 Credit Facility
Debt Financing
Maximum borrowing capacity				$ 40		$ 40
Tripadvisor \| Term Loan B Credit Facility due July 8, 2031
Debt Financing
Aggregate principal amount		$ 500
Interest rate				7.60%		7.60%
Term loan, percentage of quarterly installment payable on original principal		0.25%
Debt, weighted average interest rate				8.06%		8.06%
Investment, Variable Interest Rate, Type [Extensible Enumeration]		us-gaap:SecuredOvernightFinancingRateSofrMember
Margin		2.75%
Debt instrument, redemption percentage		99.75%
Percentage of aggregate principal required to be paid down each year		1%
Debt issuances costs paid		$ 7
Interest Expense				$ 10		$ 10
Tripadvisor \| Tripadvisor Senior Notes due 2025
Debt Financing
Senior notes redeemed	$ 500

Debt - Capped Call Transactions

Debt - Capped Call Transactions (Details) - Tripadvisor $ in Millions	Sep. 30, 2024 USD ($)
Capped Call Transactions
Debt Instrument [Line Items]
Capped call transaction cost	$ 35
Tripadvisor Convertible Senior Notes due 2026
Debt Instrument [Line Items]
Interest rate	0.25%

Debt - Fair Value of Debt (Deta

Debt - Fair Value of Debt (Details) - USD ($) $ in Millions	Jul. 08, 2024	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt fair value		$ 0	$ 287
Tripadvisor \| Tripadvisor Convertible Senior Notes due 2026 \| Level 2
Debt Instrument [Line Items]
Long-term debt fair value		322
Tripadvisor \| Term Loan B Credit Facility due July 8, 2031
Debt Instrument [Line Items]
Payments of debt issuance costs	$ 7
Tripadvisor \| Term Loan B Credit Facility due July 8, 2031 \| Level 2
Debt Instrument [Line Items]
Long-term debt fair value		$ 499

Redeemable Preferred Stock (Det

Redeemable Preferred Stock (Details)					9 Months Ended
Redeemable Preferred Stock (Details)	Apr. 06, 2021 USD ($) shares	Apr. 06, 2021 USD ($) shares	Mar. 29, 2021 USD ($) shares	Mar. 26, 2020 $ / shares shares	Sep. 30, 2024 USD ($) item shares	Dec. 31, 2023 shares
Shares issued price per share \| $ / shares				$ 1,000
Redeemable preferred stock, shares issued \| shares				325,000
Redemption price per share \| $ / shares				$ 1,000
Call right, reference stock V W A P \| item					2
Threshold percentage of redeemable preferred shares					49%
Maximum number of holders of redeemable preferred stock \| item					6
Series A Preferred Stock
Redeemable preferred stock shares repurchased \| shares	10,665	137,586	126,921
Proceeds from issuance of debt		$ 281,000,000
Redeemable preferred stock, net proceeds of debentures	$ 29,000,000		$ 252,000,000
Common stock used for repurchase			$ 92,000,000
Shares issued during period, shares \| shares			1,713,859
Repurchase price, multiplier		$ 1,000
Percentage of redeemable preferred stock repurchased during the period.		42%
Payments for repurchase of Redeemable preferred stock		$ 373,000,000
Redeemable preferred stock, shares authorized \| shares					187,414	187,414
Redeemable preferred stock, shares issued \| shares					187,414	187,414
Redeemable preferred stock, shares outstanding \| shares					187,414	187,414
Dividend rate percentage				8%	8%
Series A Preferred Stock \| Level 2
Debt host fair value					$ 257,000,000
Series A Preferred Stock \| Retained earnings (deficit)
Preferred stock change in carrying value			$ 410,000,000
Preferred stock fair value adjustment			$ 40,000,000

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details)	9 Months Ended
Stockholders' Equity - Common Stock (Details)	Sep. 30, 2024 Vote shares	Dec. 31, 2023 shares
Series A
Class of Stock [Line Items]
Number of votes \| Vote	1
Common stock shares issued \| shares	73,084,484	73,066,321
Series B
Class of Stock [Line Items]
Number of votes \| Vote	10
Common stock shares issued \| shares	4,232,532	4,057,532
Series C
Class of Stock [Line Items]
Number of votes \| Vote	0
Common stock shares issued \| shares	0	0

Stockholders' Equity - Subsidia

Stockholders' Equity - Subsidiary Purchases of Common Stock (Details) - Tripadvisor - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Sep. 07, 2023	Sep. 30, 2024	Sep. 30, 2023
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program authorized amount	$ 250
Term of stock repurchase program	2 years
Shares repurchased		1,366,385	4,724,729
Shares repurchased, average price per share		$ 18.28	$ 15.85
Payment for shares repurchased		$ 25	$ 75
Stock repurchase remaining amount authorized		$ 200

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Loss Contingencies [Line Items]
Deferred income tax expense (benefit)							$ (24)	$ (61)
Tripadvisor \| Accrued liabilities and other current liabilities
Loss Contingencies [Line Items]
Estimated potential settlement of a regulatory matter	$ 10						10
Tripadvisor \| IRS \| Expedia
Loss Contingencies [Line Items]
Federal tax payment	18				$ 113
Tripadvisor \| IRS \| Tax Years 2009 Through 2011
Loss Contingencies [Line Items]
Estimated range of income tax expense inclusive of interest						$ 31
Deferred income tax expense (benefit)						24
Additional income tax expense as a discrete item, inclusive of interest						$ 55
Refund received				$ 49
Tripadvisor \| IRS \| Tax Years 2014 Through 2016
Loss Contingencies [Line Items]
Estimated range of income tax (benefit) expense inclusive of interest on settlement of 2014 to 2016 IRS audits assessment	$ (4)						$ 41
Deferred income tax expense (benefit)			$ (4)
Federal tax payment		$ 141
Unrecognized tax benefits inclusive of interest			$ (79)
Unrecognized tax benefits									$ 153
Tripadvisor \| IRS \| Tax Years 2014 Through 2016 \| Minimum
Loss Contingencies [Line Items]
Estimated net cash inflows		50
Tripadvisor \| IRS \| Tax Years 2014 Through 2016 \| Maximum
Loss Contingencies [Line Items]
Estimated net cash inflows		$ 60

Segment Information - Performan

Segment Information - Performance Measures and Other Information (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)
Segments
Number of reportable segments \| segment			3
Revenue	$ 532	$ 533	$ 1,424	$ 1,398
Operating Segments \| Brand Tripadvisor
Segments
Revenue	255	290	745	813
Operating Segments \| Brand Tripadvisor \| Tripadvisor-branded hotels
Segments
Revenue	151	181	460	524
Operating Segments \| Brand Tripadvisor \| Media and advertising
Segments
Revenue	40	38	114	110
Operating Segments \| Brand Tripadvisor \| Tripadvisor experiences and dining
Segments
Revenue	51	55	135	138
Operating Segments \| Brand Tripadvisor \| Other
Segments
Revenue	13	16	36	41
Operating Segments \| Viator
Segments
Revenue	270	245	655	576
Operating Segments \| TheFork
Segments
Revenue	49	42	133	115
Intersegment eliminations
Segments
Revenue	$ (42)	$ (44)	$ (109)	$ (106)

Segment Information - Contract

Segment Information - Contract Balances (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jan. 01, 2024	Dec. 31, 2023	Jan. 01, 2023
Accounts receivable	$ 220		$ 220			$ 177
Contract assets	23		23			15
Total	243		243			$ 192
Tripadvisor
Deferred revenue					$ 49		$ 44
Contract with customer revenue recognized	$ 7	$ 4	45	$ 40
Reversal of revenue recognized due to cancellation by travelers			$ 3	$ 3

Segment Information - Adjusted

Segment Information - Adjusted OIBDA (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Adjusted Oibda	$ 119	$ 125	$ 257	$ 242
Corporate and eliminations
Segment Reporting Information [Line Items]
Adjusted Oibda	(3)	(2)	(9)	(8)
Brand Tripadvisor \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Oibda	87	111	248	279
Viator \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Oibda	30	17	13	(15)
TheFork \| Operating Segments
Segment Reporting Information [Line Items]
Adjusted Oibda	$ 5	$ (1)	$ 5	$ (14)

Segment Information - Reconcili

Segment Information - Reconciliation of Adjusted OIBDA (Details) - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Reconciliation
Adjusted OIBDA	$ 119		$ 125	$ 257	$ 242
Stock-based compensation	(31)		(25)	(93)	(74)
Depreciation and amortization	(21)		(21)	(63)	(63)
Impairment of goodwill and intangible assets			(1,025)		(1,025)
Legal reserves and settlements				(14)
Restructuring and other related reorganization (costs) benefits	1		(18)	(1)	(18)
Non-recurring expenses	(1)			(4)	(3)
Operating income (loss)	67		(964)	82	(941)
Interest expense	(19)		(17)	(53)	(50)
Dividend and interest income	13		13	39	36
Realized and unrealized gains (losses) on financial instruments, net	3		(8)	12	(1)
Other, net	(2)		(2)	(6)	(4)
Earnings (loss) before income taxes	62		(978)	74	(960)
Capitalized transaction costs	1			4	3
Tripadvisor
Reconciliation
Stock-based compensation	$ (31)		$ (24)	(92)	$ (72)
Regulatory matter settlement expense				$ 10
Digital services taxes		$ 4