Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒☒

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

UNAUDITED CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

In the fourth quarter of 2020, multiple COVID-19 vaccines were approved for widespread distribution throughout various parts of the world, including the United States and in Europe, and in the first quarter of 2021, vaccination distribution programs were initiated around the world. Vaccine programs in our largest markets, the U.S. and U.K., appear to be progressing well, and we expect the same for mainland Europe in the near future. We are encouraged by these developments, however the timing of widespread vaccine distributions, efficacy against variants of COVID-19, whether there will be resurgences of the virus and subsequent government restrictions, and whether consumers demand for travel and hospitality services will continue to be negatively impacted remain uncertain. Therefore, the continuing extent of the impact of the COVID-19 pandemic on our business, results of operations, liquidity and financial condition remains uncertain, and is dependent on future developments that cannot be accurately predicted at this time, such as the continued transmission rate of COVID-19, additional resurgences, if any, the extent and effectiveness of containment actions taken, and the ultimate impact of these and other factors on consumer demand for travel and usage patterns on our platform.time. We continue to believe the travel, leisure, hospitality, and restaurant industries (collectively, the “travel industry”), and ~~leisure industry, and consequently~~ our ~~business,~~financial results, will continue to be adversely and materially affected ~~while the pandemic continues~~if any new variants emerge and lingering travel bans and other government restrictions and mandates continue to remain in place or be reinstated, all of which negatively impact consumer demand, sentiment and discretionary spending patterns.

NOTE 3: REVENUE RECOGNITION

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

(1) Identification of the contract, or contracts, with a customer

(2) Identification of the performance obligations in the contract

(3) Determination of the transaction price

(4) Allocation of the transaction price to the performance obligations in the contract

(5) Recognition of revenue when, or as, we satisfy a performance obligation

~~(1)~~

~~Identification of the contract, or contracts, with a customer~~

~~(2)~~

~~Identification of the performance obligations in the contract~~

~~(3)~~

~~Determination of the transaction price~~

~~(4)~~

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

~~(5)~~

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

At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or a bundle of services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We have provided qualitative information about our performance obligations for our principal revenue streams discussed below. There was no significant revenue recognized in the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, related to performance obligations satisfied in prior periods. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year, and we do not have any material unsatisfied performance obligations over one year. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved. Our timing of services, invoicing and payments are discussed in more detail below and do not include a significant financing component. Our customer invoices are generally due 30 days from the time of invoicing.

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

Hotels, Media & Platform Segment

Tripadvisor-branded Hotels Revenue. Our largest source of Hotels, Media & Platform segment revenue is generated from click-based advertising on Tripadvisor-branded websites, or hotel auction revenue, which is primarily comprised of contextually-relevant booking links to our travel partners’ websites. Our click-based travel partners are predominantly ~~OTAs~~online travel agencies ("OTAs") and hotels. Click-based advertising is generally priced on a cost-per-click ~~or “CPC”~~(“CPC”), basis, with payments from travel partners determined by the number of travelers who click on a link multiplied by the CPC rate for each specific click. CPC rates are determined in a dynamic, competitive auction process, ~~also known as hotel auction revenue,~~ where our travel partner CPC bids for rates and availability to be listed on our ~~site~~platform are submitted. When a CPC bid is submitted, the travel partner agrees to pay us the bid amount each time a traveler clicks on the link to that travel partner’s websites. Bids can be submitted periodically – as often as daily – on a property-by-property basis. We record click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner websites as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service.

In addition, we offer subscription-based advertising to hotels, owners of B&Bs and other specialty lodging properties. Our performance obligation is generally to enable subscribers to advertise their businesses on our website, as well as to manage and

promote their website URL, email address, phone number, special offers and other information related to their business. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue for the amount of prepayment in excess of revenue recognized until the performance obligation is satisfied.

We also generate revenue from our cost-per-action ~~or “CPA”~~(“CPA”) model, which consists of contextually-relevant booking links to our travel partners’ websites which are advertised on our platform. We earn a commission from our travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partners’ website, which results in a traveler stay. CPA revenue is billable only upon the completion of each traveler’s stay resulting from a hotel reservation. The travel partners provide the service to the travelers and we act as an agent under ASC 606 – Revenue from Contracts with Customers (“ASC 606”). Our performance obligation is complete at the time of the hotel reservation booking, and the commission earned is recognized upon booking, as we have no post-booking service obligations. We recognize this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends. Contract assets are recognized at the time of booking for commissions that are billable at the time of stay. CPA revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service.

In addition, we offer hotel business to business (“B2B”) solutions, including subscription-based advertising to hotels, owners of B&Bs and other specialty lodging properties. Our performance obligation is generally to enable subscribers to advertise their businesses on our platform, as well as to manage and promote their website URL, email address, phone number, special offers and other information related to their business. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue initially on our unaudited condensed consolidated balance sheet for the amount of prepayment in excess of revenue recognized, until the performance obligation is satisfied. To a lesser extent, we offer travel partners the opportunity to advertise and promote their business through hotel sponsored placements on our ~~websites.~~platform. This service is generally priced on a CPC basis, with payments from travel partners determined by the number of travelers who click on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for hotel sponsored placements that our travel partners pay are generally based on bids submitted as part of an auction by our travel partners. When a CPC bid is submitted, the travel partner agrees to pay us the bid amount each time a traveler clicks on a link to our travel partner’s websites. Bids may be submitted periodically – as often as daily – on a property-by-property basis. We record this click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner as our performance obligation is fulfilled at that time. Hotel sponsored placements revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service.

Tripadvisor-branded Display and Platform Revenue.We offer travel partners the ability to promote their brands through display-based advertising placements on our ~~websites~~platform across all of our segments and business units. Our display-based advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination marketing organizations. We also sell

display-based advertising to OTAs and other travel related businesses, as well as advertisers from non-travel categories. Display-based advertising is sold predominantly on a cost per thousand impressions, or CPM, basis. The performance obligation in our display-based advertising arrangements is to display a number of advertising impressions on our ~~websites~~platform and we recognize revenue for impressions as they are delivered. Services are generally billed monthly. We have applied the practical expedient to measure progress toward completion, as we have the right to invoice the customer in an amount that directly corresponds with the value to the customer of our performance to date, which is measured based on impressions delivered.

Experiences & Dining Segment

We provide information and services that allow ~~consumers~~travelers to research and book tours, activities and ~~experiences~~attractions in popular travel destinations ~~both through~~in our Viator ~~our dedicated Experiences offering, and on our Tripadvisor website and mobile apps.~~online marketplace. We also power travel tours, activities and ~~experiences~~attractions booking capabilities to ~~consumers~~travelers on ~~affiliate~~third-party distribution partner websites, including the Tripadvisor platform, and some of the world’s top airlines, hotel chains, and online and offline travel agencies.

We work with local tour, ~~or travel activities/experiences~~activities, and attraction operators ~~(“the suppliers”~~(the “operator”) to provide ~~consumers~~travelers (the “customer”) the ability to book tours, activities and ~~experiences (“the activities”~~attractions (the “experience”) in ~~popular~~ destinations worldwide. We generate commissions for each booking transaction we facilitate through our online reservation ~~system. We provide~~system, in exchange for certain activities, including the use of the Company’s booking platform, post-booking ~~service to the~~ customer support (24/7) until the time of the ~~activity,~~experience and payment processing activities as merchant of record, which is the completion of the performance obligation. ~~Revenue~~These activities are not distinct from each other and are not separate performance obligations. As a result, the Company’s single performance obligation is ~~recognized at~~to facilitate an experience, which is complete upon the time ~~that~~ the ~~activity occurs.~~ experience occurs, and when revenue is recognized. We ~~generally~~ do not control the ~~activity~~experience or have inventory risk before the ~~supplier~~operator provides itthe experience to our customer and therefore act as agent for ~~nearly~~substantially all of these transactions under ASC 606.

We ~~generally~~ collect payment from the customer atprior to the ~~time of booking that~~experience occurring, which includes both our commission ~~revenue~~ and the amount due to the ~~supplier. Our commission revenue is recorded~~operator. We record our commissions as deferred revenue on our unaudited condensed consolidated balance sheet when payment is received, including amounts which are refundable subject to cancellation, until the ~~activity~~experience occurs ~~and~~when revenue is ~~recognized, and the~~recognized. The amount due to the ~~supplier~~operator is recorded as deferred merchant payables on our unaudited condensed consolidated balance sheet until completion of the ~~activity and~~experience when payment is made to the ~~supplier.~~ operator.

To a much lesser extent, we earn commissions from third-party merchant partners (the “customer”) who display and promote on their websites the ~~supplier activities~~operator experiences available on our platform to generate bookings. In these transactions, where we are not the merchant of record, and we generally invoice and receive commissions directly from the third-party merchant partners. Our performance obligation is to allow the third-party ~~merchant~~distribution partners to display and promote on their website ~~suppliers~~experiences, offered by operators who utilize our platform, and we earn a commission when ~~consumers~~travelers book and complete an ~~activity.~~ experience on the third-party merchant partner website. We do not control the service or have inventory risk, and therefore act as an agent for these transactions under ASC 606. We receive payment shortly after the booking in the majority of these transactions and make payments to the operators after the experience is complete. Our performance obligation is complete, and revenue is recognized at the time of the booking, as we have no post-booking ~~obligations.~~obligations to the customer. We recognize this revenue net of an estimate of the impact of cancellations, which is not material, using historical cancellation rates and current trends. Contract assets are recognized for commissions that are contractually billable contingent upon completion of the ~~activity.~~ experience.

We also provide information and services for consumers to research and book restaurant reservations in popular travel destinations through our dedicated online restaurant reservations offering, TheFork, and on our Tripadvisor-branded websites and mobile apps. We primarily generate transaction fees (or per seated diner fees) that are paid by our restaurant customers for diners seated primarily from bookings through TheFork’s online reservation system. The transaction fee is recognized as revenue after the reservation is fulfilled, or as diners are seated by our restaurant customers. We invoice restaurants monthly for transaction fees. To a lesser extent, we also generate subscription fees forsubscription-based advertising to restaurants, access to certain online reservation management services, marketing analytic tools, and menu syndication services provided by TheFork and Tripadvisor. As the performance obligation is to provide restaurants with access to these services over the subscription period, subscription fee revenue is recognized over the period of the subscription service on a straight-line basis as efforts are expended evenly throughout the contract period. Subscription fees are generally billable in advance of service. When prepayments are received, we recognize deferred revenue initially on our unaudited condensed consolidated balance sheet, for the amount of prepayment in excess of revenue recognized until the performance obligation is satisfied. In addition, we also offer restaurant partners the opportunity to advertise and promote their business through restaurant media advertising placements on our ~~website.~~platform. This service is generally priced on a CPC basis, with payments from restaurant partners determined by the number of consumers who click on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for media advertising placements that our restaurant partners pay are based on a pre-determined contractual rate. We record this click-based advertising revenue as the click occurs and diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our restaurant partners on a monthly basis consistent with the timing of the service.

~~Other~~11

Other

We provide information and services that allow travelers to research and book vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and cottages. Our Rentals offering primarily generates revenue ~~primarily~~ by offering individual property owners and managers the ability to list their properties on our ~~websites and mobile apps~~platform thereby connecting with travelers through a free-to-list, commission-based ~~option or, to a lesser extent, by an annual subscription-based fee structure.~~option. These properties are listed on www.flipkey.com, www.holidaylettings.co.uk, www.housetrip.com, www.niumba.com, and www.vacationhomerentals.com, and on our Tripadvisor-branded websites and mobile apps. We earn commissions associated with rental transactions through our free-to-list model from both the traveler, and the property owner or manager. We provide post-booking service to the travelers, property owners and managers until the time the rental commences, which is the time the performance obligation is completed. Revenue from transaction fees is recognized at the time that the rental commences. We act as an agent, under ASC 606, in the transactions as we do not control any properties before the property owner provides the accommodation to the traveler and do not have inventory risk. We generally collect payment from the traveler at the time of booking, representing the amount due to the property owner or manager, as well as our commission. That portion of the payment representing our commission is recorded as deferred revenue on our unaudited condensed consolidated balance sheet until revenue is recognized, and that portion of the payment representing the amount due to the property owner is recorded as deferred merchant payables on our unaudited condensed consolidated balance sheet until payment is made to the property owner after the completion of the rental. Payments for term-based subscription fees related to online advertising services for the listing of rental properties are generally due in advance. As the performance obligation is the listing service provided to the property owner or manager over the subscription period, revenue is recognized over the period of the subscription service on a straight-line basis as efforts are expended evenly throughout the contract period. We recognize deferred revenue for the amount of prepayment in excess of revenue recognized until the performance obligation is satisfied.

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

We disaggregate revenue from contracts with customers into major products/revenue sources. We have determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in “Note ~~11:~~ 12: Segment Information,” our business consists of 2 reportable segments – (1) Hotels, Media & Platform; and (2) Experiences & ~~Dining. A reconciliation of disaggregated revenue to segment revenue is also included below.~~Dining. Other consists of a combination of business units and does not constitute a reportable segment.

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


	Three months ended March 31,
	2022		2021
Major products/revenue sources (1):	(in millions)
Hotels, Media & Platform
Tripadvisor-branded hotels	$	136	$	74
Tripadvisor-branded display and platform		24		14
Total Hotels, Media & Platform		160		88

Experiences & Dining		92		28
Other		10		7
Total Revenue	$	262	$	123

(1)

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

Three months ended March 31,

2021

2020

Major products/revenue sources (1):

(in millions)

Hotels, Media & Platform

   Tripadvisor-branded hotels

$
74

$
137

   Tripadvisor-branded display and platform

14

32

Total Hotels, Media & Platform

88

169

Experiences & Dining

28

83

Other

7

26

  Total Revenue

$
123

$
278

~~(1)~~

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

The following table provides information about the opening and closing balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers (in millions):


	March 31, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Accounts receivable		73		70		132		105
Contract assets		24		13		48		37
Total	$	97	$	83	$	180	$	142

Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that we have transferred to a customer when that right is conditional on something other than the passage of time, such as commission payments that are contingent upon the completion of the service by the principal in the transaction. The difference between the opening and closing balances of our contract assets primarily results from the timing difference between when we satisfy our performance obligations and the time when the principal completes the service in the transaction. Our contract assets increased during the first quarter of 2022, as a result of the ongoing recovery of consumer travel demand, and increased utilization of our CPA model by travel partners.

Contract liabilities generally include payments received in advance of performance under the contract and are realized as revenue as the performance obligation to the customer is satisfied, which we present as deferred revenue on our consolidated balance ~~sheets.~~sheet. As of January 1, ~~2021~~2022 and ~~2020,~~2021, we had ~~$28~~$36 million and ~~$62~~$28 million, respectively, recorded as deferred revenue on our unaudited condensed consolidated balance sheets, of ~~which $11~~which $18 million and ~~$32~~$11 million, respectively, was recognized in revenue and $2$2 million ~~and $6 million, respectively,~~ was refunded due to cancellations by travelers during both the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The difference between the opening and closing balances of our deferred revenue primarily results from the timing differences between when we receive customer payments and the time in which we satisfy our performance obligations.

There were no significant changes in contract assets or deferred revenue during both the three months ended March 31, 2022 and 2021, ~~and 2020~~respectively, related to business combinations, impairments, cumulative catch-ups or other material adjustments. However, to the extent the COVID-19 pandemic ~~continues,~~resurges, or new variants emerge, we may incur additional significant and unanticipated cancellations by consumers related to future travel, accommodations and tour bookings, which have been reserved by travelers and recorded as deferred revenue on our unaudited condensed consolidated balance sheet as of March 31, ~~2021.~~2022.

NOTE 4: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

Cash, Cash Equivalents and Marketable Securities

As of March 31, 2022, we had $781 million of cash and cash equivalents, which consisted of available on demand cash deposits and term deposits with maturities of 90 days or less at the date of purchase, respectively, in major global financial institutions. As of December 31, 2021, we had $723 million of cash and cash equivalents, which consisted of available on demand cash deposits in major global financial institutions. We had 0 outstanding investments classified as either short-term or long-term marketable securities as of March 31, 2022 and December 31, 2021, respectively, and there were no purchases or sales of any marketable securities during and for the three months ended March 31, 2022 and 2021.

The following table shows our cash equivalents that are measured at fair value on a recurring basis and were categorized using the fair value hierarchy, as well as their classification on our unaudited condensed consolidated balance sheet as of March 31, 2022 (in millions):


	Amortized Cost		Fair Value (1)		Cash Equivalents
Level 2:
Term deposits	$	160	$	160	$	160
Total	$	160	$	160	$	160

(1)

Unrealized gains and losses related to our cash equivalents were not material.

We had 0 material financial assets or liabilities measured at fair value on a recurring basis as of ~~March 31, 2021 and~~ December 31, ~~2020.~~

~~Cash and Cash Equivalents~~2021.

As of March 31, 2021 and December 31, 2020, we had $674 million and $418 million, respectively, of cash and cash equivalents, which consisted of available on demand cash deposits in global financial institutions.

We generally classify cash equivalents and marketable securities, if any, within Level 1 and Level 2 as we value these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). The valuation technique we use to measure the fair value of money market funds is derived from quoted prices in active markets for identical assets or liabilities. Fair values for Level 2 investments are considered “Level 2” valuations because they are obtained from independent pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source.

Derivative Financial Instruments

We generally use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows primarily for the Euro versus the U.S. Dollar. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, our forward contracts have not

been designated as hedges and generally had maturities of less than 90 ~~days.~~days. Our outstanding or unsettled forward contracts are carried at fair value on our unaudited condensed consolidated balance sheets at March 31, ~~2021~~2022 and December 31, ~~2020.~~2021. We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets. We recognize any gain or loss resulting from the change in fair value of our foreign currency forward contracts in other income (expense), net on our unaudited condensed consolidated statement of operations, which was not material ~~for~~during both the three months ended March 31, ~~2021. For the three months ended March 31, 2020, we recorded a net gain of $1 million related to our forward contracts.~~2022 and 2021, respectively.

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

March 31, 2021

December 31, 2020

(in millions)

Foreign currency exchange-forward contracts (1) (2)
$
9

$
3

(1)

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

(2)

The fair value of our outstanding derivatives as of March 31, 2022 and December 31, 2021, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the unaudited condensed consolidated balance sheet.

~~(1)~~

~~(2)~~

The fair value of our outstanding derivatives as of March 31, 2021 and December 31, 2020, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the balance sheet.

Counterparties to our outstanding forward contracts consist of major global financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. We do not use derivatives for trading or speculative purposes. We ~~did~~were not ~~enter~~entered into any cash flow, fair value or net investment hedges as of March 31, ~~2021~~2022 or December 31, ~~2020.~~2021.

Other Financial Assets and Liabilities

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, financial instruments not measured at fair value on a recurring basis including accounts payable, accrued expenses and other current liabilities, and deferred merchant bookings, were carried at cost on our unaudited condensed consolidated balance sheets, which approximates their fair values because of the short-term nature of these items. Accounts receivable and contract assets, on our unaudited condensed consolidated balance sheets, as well as certain other financial assets, were measured at amortized cost and are carried at cost less an allowance for expected credit losses to present the net amount expected to be collected.

The following table shows the aggregate principal and fair value amount of our outstanding 2025 Senior Notes and 2026 Senior Notes as of the periods presented, which are classified as long-term debt on our unaudited condensed consolidated balance sheets and ~~was~~ considered Level 2 fair value measurements. Refer to “~~Note 5:~~“Note 6: Debt” for additional information on our 2025 Senior Notes and 2026 Senior Notes.


	March 31, 2022		December 31, 2021
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		494		493
Fair value amount (2)		516		531

2026 Senior Notes
Aggregate principal amount	$	345	$	345
Carrying value amount (3)		340		340
Fair value amount (2)		293		305

(1)

Net of $6 million and $7 million of unamortized debt issuance costs as of March 31, 2022 and December 31, 2021, respectively.

March 31, 2021

December 31, 2020

(in millions)

2025 Senior Notes

   Aggregate principal amount
$
500

$
500

   Carrying value amount (1)

492

491

   Fair value amount (2)

541

542

2026 Senior Notes

   Aggregate principal amount
$
345

$
—

   Carrying value amount (3)

339

—

   Fair value amount (2)

364

—

(2)

We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes based on recently reported market transactionsand/or prices for identical or similar financial instruments obtained from a third-party pricing source.

(3)

Net of $5 million in unamortized debt issuance costs as of both March 31, 2022 and December 31, 2021, respectively.

~~(1)~~

~~Net of $8 million and $9 million of unamortized debt issuance costs as of March 31, 2021 and December 31, 2020, respectively.~~

~~(2)~~

~~We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes~~ ~~based on recently reported market transactionsand/or prices for identical or similar financial instruments obtained from a third-party pricing source.~~

~~(3)~~

~~Net of $6 million in unamortized debt issuance costs.~~

Risks and Concentrations

In addition to the ~~impact of~~risk we face from COVID-19, which is discussed in “Note 1: Business Description and Basis of Presentation”, our business is subject to certain financial risks and concentrations, including concentration related to dependence on our relationships with our customers. For the year ended December 31, ~~2020,~~2021, our two most significant travel partners, Expedia Group, Inc. (and its subsidiaries) and Booking Holdings, Inc. (and its subsidiaries), each of which accounted for ~~10%~~10% or more of our consolidated revenue and ~~combined~~together accounted for ~~25%~~approximately 34% of our consolidated revenue, with nearly all of this revenue concentrated in our Hotels, Media & Platform segment.

Financial instruments, which potentially subject us to concentration of credit risk, generally consist, at any point in ~~time, primarily~~time; of cash and cash equivalents, corporate debt securities, forward contracts, capped calls, and accounts receivable. We maintain some cash ~~and cash equivalents~~ balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash ~~and cash equivalents are primarily~~is generally composed of available on demand bank ~~account balances~~deposits or term deposits with major global financial institutions primarily denominated in U.S. dollars, Euros, British pounds, and Australian dollars. We invest in highly-rated corporate debt securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. Our credit risk related to corporate debt securities ~~if any,~~ is also mitigated by the relatively short maturity period required by our investment policy. Forward contracts and capped calls are transacted with major international financial institutions with high credit standings. Forward contracts, which to date, have typically ~~have~~had maturities of less than 90 days, ~~which~~ also mitigates ~~credit~~ risk. Our overall credit risk related to accounts receivable is mitigated by the relatively short collection period.

Assets Measured at Fair Value on a Non-recurring Basis

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

The Company owns a ~~40%~~40% equity investment in Chelsea Investment Holding Company PTE Ltd, which is majority owned by Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited. The Company accounts for this minority investment under the equity method, given it has the ability to exercise significant influence, but not control, over the investee. The carrying value of this minority investment was ~~$37 million and $38~~$34 million as of both March 31, ~~2021~~2022 and December 31, ~~2020, respectively,~~2021, and is included in non-marketable investments on our unaudited condensed consolidated balance sheets. During ~~both~~the three months ended March 31, 2022, our share of the investee’s net loss recorded in other income (expenses), net within the unaudited condensed consolidated statement of operations, was not material. During the three months ended March 31, 2021, ~~and 2020,~~ we recognized $1$1 million, representing our share of the investee’s net loss in other income (expenses), net within the unaudited condensed consolidated ~~statements~~statement of operations. The Company evaluates this investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment based on Level 3 inputs, is recognized in earnings when an impairment is deemed to be other than temporary. During both the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, we did 0t0t record any impairment loss on this equity investment.

The Company maintains various commercial agreements with Chelsea Investment Holding Company PTE Ltd. and/or its subsidiaries. Transactions under these agreements are considered related-party transactions, and were not material during both the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

Other Long-Term Assets

The Company holds collateralized notes (the “Notes Receivable”) issued by a privately held company with a total principal amount of ~~$20 million from a privately-held company.~~$20 million. The Company has classified the Notes Receivable as held-to-maturity, as the Company has concluded it has the positive intent and ability to hold the Notes Receivable until maturity, with ~~50%~~50% due in 5 years and the remaining ~~50%~~50% due in 10 years from issuance date. As of both March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the carrying value of the Notes Receivable was ~~$14~~$9 million, net of accumulated allowance for credit losses, and is classified in other long-term assets, net on our unaudited condensed consolidated balance ~~sheet~~sheets at amortized cost. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether the Notes Receivable are impaired and monitor for changes to our allowance for credit losses.

NOTE 5: ~~DEBT~~ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following for the periods presented:


	March 31, 2022		December 31, 2021
	(in millions)
Accrued employee salary, bonus, and related benefits	$	41	$	58
Accrued marketing costs		65		27
Interest payable (1)		8		16
Current income taxes payable		2		3
Finance lease liabilities - current portion		6		6
Operating lease liabilities - current portion		19		20
Other		58		51
Total	$	199	$	181

(1)

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

NOTE 6: DEBT

The Company’s outstanding debt consisted of the following for the periods presented:

March 31, 2021		Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value

March 31, 2022										Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)	(in millions)								(in millions)
Long-Term Debt:
2025 Senior Notes		$	500	$	(8	)	$	492		$	500	$	(6	)	$	494
2026 Senior Notes			345		(6	)		339			345		(5	)		340
Total Long-Term Debt		$	845	$	(14	)	$	831		$	845	$	(11	)	$	834

December 31, 2020		Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
December 31, 2021										Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)	(in millions)								(in millions)
Long-Term Debt:
2025 Senior Notes		$	500	$	(9	)	$	491		$	500	$	(7	)	$	493
2026 Senior Notes											345		(5	)		340
Total Long-Term Debt		$	500	$	(9	)	$	491		$	845	$	(12	)	$	833

~~2015~~ Credit Facility

We are party to a credit agreement with a group of lenders initially entered into in June 2015 (as amended, the “Credit Agreement”), which, among other things, provides for a ~~$500~~$500 million unsecured revolving credit facility (the ~~“2015 Credit~~“Credit Facility”) with a maturity date of May 12, ~~2024.~~ 2024. The ~~2015~~Company may borrow from the Credit Facility in U.S. dollars and Euros. In addition, our Credit Facility 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 us to maintain a maximum leverage ratio and contains certain customary affirmative covenants and events of default, including a change of control.

As of March 31, 2022 and December 31, 2021, the Company had 0 outstanding borrowings under the Credit Facility and had issued $3 million of undrawn standby letters of credit under the Credit Facility. For both the three months ended March 31, 2022 and 2021, we recorded total interest expense and commitment fees on our Credit Facility of $1 million to interest expense on our unaudited condensed consolidated statements of operations.

We amended the ~~2015~~ Credit Facility ~~in May 2020 and December~~during 2020 to, among other ~~things:~~things; suspendthe leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring the Company to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity), until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”).

•

~~suspend the leverage ratio covenant for quarterly testing of compliance beginning~~

The Company remained in ~~the second quarter of 2020~~until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”), and replace it with a minimum liquidity covenant during the Leverage Covenant Holiday, that requires us to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity;

•

~~decrease the aggregate amount of revolving loan commitments available to $500 million from $1.2 billion;~~

•

~~extend the maturity date of the 2015 Credit Facility from May 12, 2022 to May 12, 2024; and~~

•

~~secure the obligations under the agreement.~~

~~During~~ the Leverage Covenant Holiday as of March 31, 2022. Based on the Company’s existing leverage ratio, any outstanding or future borrowings under the ~~2015~~ Credit Facility ~~will~~generally bear interest, at ~~LIBOR~~the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus ~~a 2.25%~~an applicable margin ranging from 1.25% to 2.25% (“Eurocurrency Spread”) with a ~~LIBOR~~London Inter-Bank Offered Rate (“LIBOR”) floor of 1%1.00% per ~~annum. We~~annum; or (ii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum, and (c) the Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%; in addition to an applicable margin ranging from 0.25% to 1.00% (“ABR Spread”). In addition, based on the Company’s existing leverage ratio, we are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.15% to 0.50%, which was 0.20% as of ~~0.5%,~~March 31, 2022, on the daily unused portion of the ~~revolving credit facility~~Credit Facility for each fiscal quarter during the Leverage Covenant Holiday and ~~also additional fees~~ in connection with the issuance of letters of credit. ~~The Company may borrow from~~

There is no specific repayment date prior to the ~~2015 Credit Facility in U.S. dollars, Euros and British pounds. In addition, our 2015 Credit Facility includes $15 million of borrowing capacity available~~maturity date for ~~letters of credit and $40 million for Swing Line borrowings on same-day notice. As of March 31, 2021, we had issued $4 million of outstanding letters of credit under the 2015 Credit Facility.~~

~~As of March 31, 2021 and December 31, 2020, the Company had 0 outstanding~~any borrowings under the ~~2015~~ Credit ~~Facility. For both~~Agreement. We may voluntarily repay any outstanding borrowing under the ~~three months ended March 31, 2021 and 2020, we recorded total interest expense and commitment fees on our 2015~~ Credit Facility ~~of $1 million~~at any time without premium or penalty, other than customary breakage costs with respect to ~~interest expense on our unaudited condensed consolidated statements of operations. During the three months ended March 31, 2020,~~Eurocurrency loans. Additionally, the Company ~~borrowed $700 million~~believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, we classify any borrowings under ~~the 2015 Credit Facility. These funds were drawn down~~this facility as ~~a precautionary measure~~ long-term deb~~to reinforce the Company’s liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from COVID-19 and repaid by the Company during 2020.~~

t. The Credit Agreement contains a number of covenants that,

among other things, restrict our ability to incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The Credit Agreement also limits the Company from repurchasing shares of its common stock and paying dividends, among other restrictions, during the Leverage Covenant Holiday. In addition, to secure the obligations under the Credit Agreement, the Company and certain subsidiaries have granted security interests and liens in and on substantially all of their assets as well as pledged shares of certain of the Company’s subsidiaries. The Credit Agreement also contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the Credit Facility. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, we were in compliance with our covenants.

2025 Senior Notes

On July 9, 2020, the Company completed the sale of ~~$500~~$500 million aggregate principal amount of ~~7.0%~~7.0% Senior Notes due 2025 (the “2025 Senior Notes”), pursuant to a purchase agreement, dated July 7, 2020, among the Company, the guarantors party thereto and the initial purchasers party theretoin a private ~~offering.~~offering to qualified institutional buyers. The 2025 Senior Notes were issued pursuant to an indenture, dated July 9, 2020 (the “2025 Indenture”), among the Company, the guarantors and the trustee. The 2025 Indenture provides, among other things, that interest ~~will be~~is payable on the 2025 Senior Notes semiannually on January 15 and July 15 of each year, which began on January 15, 2021, and continue until their maturity date of July 15, ~~2025.~~ 2025. The 2025 Senior Notes are senior unsecured obligations of the Company and are guaranteed by certain of the Company’s domestic ~~subsidiaries.~~subsidiaries.

The Company has the option to redeem all or a portion of the 2025 Senior Notes at any time on or after July 15, 2022 at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any. The Company may also redeem all or any portion of the 2025 Senior Notes at any time prior to July 15, 2022, at a price equal to ~~100%~~100% of the aggregate principal amount thereof plus a make-whole premium and accrued and unpaid interest, if any. In addition, before July 15, 2022, the Company may redeem up to ~~40%~~40% of the aggregate principal amount of the 2025 Senior Notes with the net proceeds of certain equity offerings at the redemption price set forth in the 2025 Indenture, provided that certain conditions are met. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the 2025 Indenture), the Company will be required to make an offer to purchase the 2025 Senior Notes at a price equal to ~~101%~~101% of the aggregate principal amount of the 2025 Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. These features have been evaluated as embedded derivatives under GAAP; however, the Company has concluded they do not meet the requirements to be accounted for ~~separately.~~separately.

As of March 31, 2022 and December 31, 2021, unpaid interest on our 2025 Senior Notes totaled approximately $8$7 million and $16 million, respectively, and is included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheet, and $9 million and $8 million was recorded as interest expense on our unaudited condensed consolidated ~~statement~~statements of operations for the three months ended March 31, ~~2021.~~2022 and 2021, respectively.

The 2025 Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, restrict the ability of the Company and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; create restrictions affecting the ability of restricted subsidiaries to make distributions, loans or advances or transfer assets to the Company or the restricted subsidiaries; enter into certain transactions with the Company’s affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of the Company’s ~~assets.~~assets.

2026 Senior Notes

On March 25, 2021, we entered into a purchase agreement for the sale of ~~$300~~$300 million aggregate principal amount of ~~0.25%~~0.25% Convertible 2026 Senior Notes due 2026 (the “2026 Senior Notes”) in a private offering to qualified institutional buyers. The 2026 Senior Notes included of an over-allotment option that provided the initial purchasers of the 2026 Senior Notes with the option to purchase an additional ~~$45~~$45 million aggregate principal amount of the 2026 Senior Notes; such over-allotment option was fully exercised. In connection with the issuance of the 2026 Senior Notes, the Company entered into an Indenture, dated March 25, 2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee. The terms of the 2026 Senior Notes are governed by the 2026 Indenture. The 2026 Senior Notes mature on April 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Senior Notes are senior unsecured obligations of the Company, although guaranteed by certain of the Company’s domestic

subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year, ~~beginning~~which began on October 1, 2021 ~~at a rate~~. As of ~~0.25% per annum.~~March 31, 2022 and December 31 2021, unpaid interest on our 2026 Senior Notes was not material.

The 2026 Senior Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale

price per share of our common stock exceeds ~~130%~~130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. In addition, calling any such note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.

The 2026 Senior Notes are unconditionally guaranteed, on a joint and several basis, by the guarantors on a senior, unsecured basis. The 2026 Senior Notes are our general senior unsecured obligations and rank equally in right of payment with all of our existing and future senior indebtedness, and senior in right of payment to all of our future subordinated indebtedness. The 2026 Senior Notes will be effectively subordinated to any of our existing and future secured indebtedness, including borrowings under our ~~2015~~ Credit Facility, ~~and our 2025 Senior Notes,~~ to the extent of the value of the assets securing such indebtedness.

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

•

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

•

during the 5 business day period after any 5 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2026 Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or

•

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

•

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

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

The initial conversion rate for the 2026 Senior Notes is 13.5483 shares of common stock per ~~$1,000~~$1,000 principal amount of 2026 Senior Notes, which is equivalent to an initial conversion price of approximately ~~$73.81~~$73.81 per share of common stock, or approximately 4.7 million shares of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the 2026 Indenture. Upon conversion, the Company may choose to pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock.

The Company accounts for the 2026 Senior Notes as a liability measured at its amortized cost, and no other features of the 2026 Senior Notes are bifurcated and recognized as a derivative. The ~~net~~ proceeds from the issuance of the 2026 Senior Notes were approximately ~~$340~~$340 million, net of debt issuance costs of $5$5 million comprised primarily of the initial purchasers’ discount, and the Company used a portion of the proceeds from the 2026 Senior Notes to enter into ~~the~~ capped call transactions, as discussed below. The Company intends to use the remainder of the ~~net~~ proceeds from this offering for general corporate purposes, which may include repayment of debt, including the partial redemption and/or purchase of our 2025 Senior Notes ~~due 2025~~ prior to maturity. The debt issuance costs will be amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, ~~over the~~ ~~five-year~~ ~~maturity of the 2026 Senior Notes,~~ and recorded to interest expense on our unaudited condensed consolidated statements of operations. During the three months ended March 31, 2022 and 2021, our effective interest rate, including the debt issuance costs, was ~~0.60%~~0.52 % and 0.60%, respectively, and total interest expense on our 2026 Senior Notes was not material in any period.

The 2026 Senior Notes are unsecured and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or restrictions on the issuance or repurchase of securities by the Company.

Capped Call Transactions

In connection with the issuance of the 2026 Senior Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Senior Notes and/or their respective affiliates

and/or other financial institutions (the “Option Counterparties”) at a cost of approximately ~~$35~~$35 million. The Capped Calls are separate transactions entered into by the Company with each of the Option ~~Counterparty,~~Counterparties, and are not part of the terms of the 2026 Senior

Notes and therefore will not affect any noteholder’s rights under the 2026 Senior Notes. Noteholders will not have any rights with respect to the Capped Calls.

The Capped Calls cover, subject to anti-dilution adjustments, substantially similar to those applicable to the conversion rate of the 2026 Senior Notes, the number of shares of common stock initially underlying the 2026 Senior Notes, or up to approximately 4.7 million shares of our common stock. The Capped Calls are expected generally to reduce potential dilution to the common stock upon any conversion of 2026 Senior Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2026 Senior Notes, as the case may be, with such reduction and/or offset subject to a cap. The strike price of the Capped Calls is ~~$73.81,~~$73.81, while the cap price of the Capped Calls will initially be ~~$107.36~~$107.36 per share of our common stock, which represents a premium of ~~100%~~100% over the close price of our common stock of ~~$53.68~~$53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls.

The Capped Calls are considered indexed to our own stock and are considered equity classified under GAAP, and included as a reduction to additional paid-in-capital within ~~shareholders’~~stockholders’ equity on the unaudited condensed consolidated balance ~~sheet~~sheets as of March 31, ~~2021.~~2022 and December 31, 2021, respectively. The Capped Calls are not accounted for as derivatives and their fair value is not remeasured each reporting period. In addition, we recorded a deferred tax asset of $9$9 million associated with the Capped Calls on our unaudited condensed consolidated balance sheet during the three months ended March 31, 2021, as we made an income tax election allowable under Internal Revenue Service (the “IRS”) regulations in order to recover the cost of the Capped Calls as interest expense for income tax purposes only over the term of the 2026 Senior Notes.

NOTE 7: INCOME TAXES

~~NOTE 6: INCOME TAXES~~

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

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The CARES Act made tax law changes to provide financial relief to companies as a result of the business impacts of COVID-19. Key income tax provisions of the CARES Act include changes in net operating losses (“NOL”) carryback and carryforward rules, increase of the net interest expense deduction limit, and immediate write-off of qualified improvement property. The CARES Act allowed usthe Company to carryback our U.S. federal ~~NOL~~NOLs incurred in 2020, generating ~~a $48~~an expected U.S. federal tax benefit of $76 million, ~~income tax~~of which we expected $48 million to be refunded. This refund ~~which~~ is recorded in income taxes receivable on our unaudited condensed consolidated balance sheets as of March 31, ~~2021~~2022 and December 31, ~~2020, respectively, and is expected to be~~2021. In April 2022, we received ~~during 2021. We also reduced our long-term transition tax payable related to~~ the ~~Tax Cuts and Jobs Act~~entire $48 million of ~~2017 (the “2017 Tax Act”) by $28 million as a result of the NOL carryback during the year ended December 31, 2020.~~this refund.

In addition, certain governments have passed legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, wage tax relief or other financial aid. Some of these governments have extended or are considering extending these programs. We have participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme, as well as programs in other jurisdictions'. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other jurisdictions, we are also participating in programs where government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by us. During the three months ended March 31, ~~2021, we recognized non-income tax related~~2022, government grants and other assistance benefits ~~of $3 million, of which $2~~recognized were not material, while we recognized $3 million in ~~cash has been received as of~~benefits during the three months ended March 31, 2021. These amounts are not income tax related and were recorded as a reduction of personnel and overhead costs in the unaudited condensed consolidated statements of operations. As

We had an income tax provision of ~~March 31, 2021 and December 31, 2020, we had a receivable remaining of $3~~$1 million and $2 million, included in prepaid expenses and other current assets on our unaudited condensed consolidated balance sheet, for payments expected to be received in 2021, which was related to qualified payroll tax credits under the CARES Act.

~~We had~~an income tax ~~benefits~~benefit of ~~$16 million and $11~~$16 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~increase~~change in our income ~~tax benefit~~taxes during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, was primarily due to ~~an increase~~a decrease in pretax losses recognized as of March 31, ~~2021, partially offset by the 2020 NOL carryback rate benefit recorded in the same period last year.~~2022.

Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of March 31, ~~2021,~~2022, we had an accrued interest liability of ~~$37~~$40 million and 0 penalties have been accrued.

for foreign ~~tax years, as well as~~and state income tax ~~audits.~~returns. These audits include questioning the timing and amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2009. As of March 31, ~~2021,~~2022, no material assessments have resulted, except as noted below regarding our 2009, 2010, and

2011 IRS audit with Expedia, our 2012 through 2016 standalone IRS audit, and our 2012 through 2016 HM Revenue & Customs (“HMRC”) audit.

In January 2017 and April 2019, as part of the IRS audit of Expedia, we received Notices of Proposed Adjustment from the IRS for the 2009, 2010, and 2011 tax years. Subsequently, in September 2019, as part of our standalone audit, we received Notices of Proposed Adjustment from the IRS for the 2012 and 2013 tax years; and in August 2020, we received Notices of Proposed Adjustment from the IRS for the 2014, 2015, and 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries, and would result in an increase to our worldwide income tax expense in an estimated range of ~~$95~~$100 million to ~~$105~~$110 million at the close of the audit if the IRS prevails, which includes ~~$20~~$20 million to ~~$30~~$30 million related to the 2009 through 2011 pre Spin-Off tax years. The estimated range takes into consideration competent authority relief and transition tax regulations, and is exclusive of deferred tax consequences and interest expense, which would be significant. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for 2009 through 2016 transactions, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we would be subject to significant additional tax liabilities. We have requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for tax years 2009 through 2016. We expect the competent authorities to present a resolution for the 2009 through 2011 tax years in the near future. Upon receipt, we will assess the resolution provided by the competent authorities as well as its impact on our existing income tax reserves for all open subsequent years.

In January 2021, we received from HMRC an issue closure notice relating to adjustments for 2012 through 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries and would result in an increase to our worldwide income tax expense in an estimated range of ~~$45~~$45 million to ~~$55~~$55 million, exclusive of interest expense, at the close of the audit if HMRC prevails. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable.

NOTE 7:8: COMMITMENTS AND CONTINGENCIES

As of March 31, ~~2021, with the exception of expected interest payments related to the issuance of our 2026 Senior Notes, as discussed above in “Note 5:~~ ~~Debt~~”,2022, there have been no material changes to our commitments and contingencies since December 31, ~~2020.~~2021. Refer to “Note 13: Commitments and Contingencies,” in the notes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Legal Proceedings

In the ordinary course of business, we are party to legal, regulatory and ~~legal~~administrative matters, including threats thereof, arising out of, or in connection with our operations. These matters may involve claims involving intellectual property rights (including privacy, alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition and consumer protection matters), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes. Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. We record the estimated loss in our consolidated statements of operations when (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably ~~estimated.~~estimated and is material. We provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. We base accruals on the best information available at the time which can be highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business. However, the final outcome of these matters could vary significantly from our estimates. Finally, there may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which could have a material adverse effect on us. All legal fees incurred by the Company related to any regulatory and legal matters are expensed in the period incurred.

Income and Non-Income Taxes

We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and non-income tax matters. We have reserved for potential adjustments that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical tax provisions and accruals. The results of an audit could have a material effect on our financial position,

results of operations, or cash flows in the period for which that determination is made. Refer to “Note 6: 7: Income Taxes” for further information on potential contingencies surrounding income taxes.

NOTE 8:9: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

Stock-Based Compensation Expense

The following table presents the amount of stock-based compensation expense related to stock-based awards, primarily stock options and RSUs, on our unaudited condensed consolidated statements of operations during the periods presented:


	Three months ended						Three months ended
	March 31,						March 31,
	2021			2020			2022			2021
	(in millions)						(in millions)
Selling and marketing	$	4		$	4		$	3		$	4
Technology and content		12			11			9			12
General and administrative		13			11			10			13
Total stock-based compensation		29			26			22			29
Income tax benefit from stock-based compensation		(5	)		(6	)		(4	)		(5	)
Total stock-based compensation, net of tax effect	$	24		$	20		$	18		$	24

We capitalized $3$2 million and $4$3 million of stock-based compensation expense as ~~internal-use software and~~ website development costs during the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively.

During the three months ended March 31, 2020, the Company reversed $3 million of previously recorded stock-based compensation expense related to certain performance-based RSUs. As of March 31, 2020, the Company concluded that performance metrics required to be met in order for these awards to fully vest were no longer expected to be achievable, due to COVID-19’s impact on our business.

Stock-Based Award Activity and Valuation

~~2021~~2022 Stock Option Activity

A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, ~~during the three months ended March 31, 2021,~~ is presented below:


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding at December 31, 2021		5,671		$	47.03
Granted		23			27.03
Exercised (1)		(7	)		24.50
Cancelled or expired		(327	)		54.01
Options outstanding at March 31, 2022		5,360		$	46.55		4.8	$	1
Exercisable as of March 31, 2022		3,976		$	49.82		3.7	$	1
Vested and expected to vest after March 31, 2022 (2)		5,360		$	46.55		4.8	$	1

Weighted

Weighted

Average

Average

Exercise

Remaining

Aggregate

Options

Price Per

Contractual

Intrinsic

Outstanding

Share

Life

Value

(in thousands)

(in years)

(in millions)

Options outstanding at December 31, 2020

5,615

$
46.31

Granted

699

45.92

Exercised (1)

(628
)

34.70

Cancelled or expired

(94
)

40.93

Options outstanding at March 31, 2021

5,592

$
47.66

5.6

$
62

Exercisable as of March 31, 2021

3,203

$
55.64

3.7

$
22

Vested and expected to vest after March 31, 2021 (2)

5,592

$
47.66

5.6

$
62

(1)

Inclusive of approximately 4,000 stock options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. Potential shares which had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

(2)

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

~~(1)~~

Inclusive of 357,148 stock options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. Potential shares which were withheld in connection with exercised stock options due to net share settlement to satisfy required employee tax withholding requirements and payment of the aggregate exercise price remain in the authorized but unissued pool under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the

~~employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.~~

~~(2)~~

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of March 31, ~~2021~~2022 was ~~$53.79.~~$27.12. The total intrinsic value of stock options exercised for the three months ended March 31, ~~2021 was $8 million. This amount~~2022 was not material, and for the three months ended March 31, ~~2020.~~2021 was $8 million.

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


	Three months ended						Three months ended
	March 31,						March 31,
	2021			2020			2022			2021
Risk free interest rate		0.65	%		1.18	%		1.53	%		0.65	%
Expected term (in years)		5.33			5.30			5.15			5.33
Expected volatility		49.69	%		42.64	%		50.32	%		49.69	%
Expected dividend yield	— %			— %			0 %			0 %
Weighted-average grant date fair value	$	20.35		$	10.18		$	12.26		$	20.35

Our stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. We amortize the grant-date fair value of our stock option grants as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date. The total fair value of stock options vested was $8$6 million and $8 million for ~~both~~ the three months ended March 31, 2022 and 2021, ~~and 2020.~~respectively.

~~2021~~2022 RSU Activity

A summary of our activity with respect to restricted stock units (“RSUs”), consisting primarily of service-based vesting terms, ~~during the three months ended March 31, 2021~~ is presented below:


				Weighted
				Average
				Grant-		Aggregate
	RSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested RSUs outstanding as of December 31, 2021		5,786		$	36.82
Granted		4,829			27.24
Vested and released (1)		(1,272	)		41.56
Cancelled		(401	)		36.61
Unvested RSUs outstanding as of March 31, 2022 (2)		8,942		$	30.98	$	243

Weighted

Average

Grant-

Aggregate

RSUs

Date Fair

Intrinsic

Outstanding

Value Per Share

Value

(in thousands)

(in millions)

Unvested RSUs outstanding as of December 31, 2020

8,111

$
32.29

Granted

2,078

45.79

Vested and released (1)

(2,360
)

33.94

Cancelled

(307
)

32.14

Unvested RSUs outstanding as of March 31, 2021

7,522

$
35.50

$
405

(1)

Inclusive of approximately 295,000 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

(2)

~~(1)~~

Inclusive of 534,159 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which were withheld in connection with settlement of RSUs to satisfy required employee tax withholding requirements remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.

We amortize the grant-date fair value of RSUs as stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

A summary of our activity related to market-based RSUs (“MSUs”) ~~during the three months ended March 31, 2021~~, is presented below:


				Weighted
				Average
				Grant-		Aggregate
	MSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested MSUs outstanding as of December 31, 2021		120		$	28.15
Cancelled		(35	)		28.15
Unvested MSUs outstanding as of March 31, 2022 (1)		85		$	28.15	$	2

(1)

MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of The Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to receive NaN at all.

Weighted

Average

Grant-

Aggregate

MSUs

Date Fair

Intrinsic

Outstanding

Value Per Share

Value

(in thousands)

(in millions)

Unvested MSUs outstanding as of December 31, 2020

174

$
37.29

Granted

―

―

Vested and released

―

―

Cancelled

―

―

Unvested MSUs outstanding as of March 31, 2021

174

$
37.29

$
9

Total current income tax benefits associated with the exercise or settlement of Tripadvisor stock-based awards held by our employees ~~was $9 million~~was $2 million and ~~$12~~$9 million during the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Unrecognized Stock-Based Compensation

A summary of our remaining unrecognized stock-based compensation expense and the weighted average remaining amortization period at March 31, ~~2021~~2022 related to our non-vested equity awards is presented below (in millions, except in years information):


	Stock
	Options		RSUs/MSUs
Unrecognized compensation expense	$	13	$	233
Weighted average period remaining (in years)		2.3		3.2

Stock

Options

RSUs/MSUs

Unrecognized compensation expense

$
28

$
212

Weighted average period remaining (in years)

2.6

2.5

NOTE 9:10: STOCKHOLDERS’ EQUITY

On ~~January 31, 2018,~~November 1, 2019, our Board of Directors authorized the repurchase of ~~up to $250~~an additional $100 million in shares of our ~~shares of~~ common stock under aour existing share repurchase ~~program.~~program, which increased the amount available to the Company under this share repurchase program to $250 million. This share repurchase program has no expiration date but may be suspended or terminated by our Board of Directors at any time. During the three months ended March 31, 2022 and 2021, respectively, the Company did 0t0t repurchase any shares of outstanding common stock under the share repurchase program. During the three months ended March 31, 2020, we repurchased 4,707,450 shares of our outstanding common stock at an average share price of $24.32 per share, exclusive of fees and commissions, or $115 million in the aggregate. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, we had ~~$75~~$75 million remaining available to repurchase shares of our common stock under this share repurchase program and 18,844,614 shares of the Company’s common stock held in treasury with an aggregate cost of ~~$722~~$722 million.

Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase ~~programs~~program discussed above in compliance with applicable legal requirements. While the Board of Directors has not suspended or terminated the share repurchase program, the terms of the ~~2015~~ Credit ~~Facility~~Agreement currently limit the Company from engaging in share repurchases during the Leverage Covenant Holiday and the terms of our 2025 Indenture ~~impose~~also imposes certain limitations and restrictions on share repurchases. Refer to “Note 5: 6: Debt” for further information about our ~~2015~~ Credit Facility and our 2025 Indenture.

NOTE ~~10:~~11: EARNINGS PER SHARE

Basic Earnings Per Share Attributable to Common Stockholders

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

Diluted Earnings Per Share Attributable to Common Stockholders

Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method. We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of common and common equivalent shares outstanding during

the period. We computed the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated ~~above;~~above, and (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily related to stock options and the vesting of restricted stock units using the treasury stock ~~method;~~method, and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

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

In periods of net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period is also included in our weighted average number of shares outstanding used to calculate Diluted EPS using the if-converted method under GAAP, as share settlement is presumed. The Capped Calls are excluded from the calculation of Diluted EPS, as they would be antidilutive. However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026 Senior Notes from the

conversion price up to the cap price. As of March 31, 2022 and 2021, the market price of a share of our common stock did not exceed the ~~$107.36~~$107.36 cap price.

In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, such as for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is antidilutive.

Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS (shares in thousands and dollars in millions, except per share amounts) for the periods presented:


	Three months ended March 31,						Three months ended March 31,
	2021			2020			2022			2021
Numerator:
Net income (loss)	$	(80	)	$	(16	)	$	(34	)	$	(80	)
Denominator:
Weighted average shares used to compute Basic EPS		135,746			136,240			139,092			135,746
Weighted average effect of dilutive securities:
Stock options		—			—			—			—
RSUs/MSUs		—			—			—			—
2026 Senior Notes (Note 5)		—			—
2026 Senior Notes (Note 6)								—			—
Weighted average shares used to compute Diluted EPS		135,746			136,240			139,092			135,746
Basic EPS	$	(0.59	)	$	(0.12	)	$	(0.24	)	$	(0.59	)
Diluted EPS	$	(0.59	)	$	(0.12	)	$	(0.24	)	$	(0.59	)

Potential common shares, consisting of outstanding stock options, ~~service and performance-based~~ RSUs, MSUs, and those issuable under the 2026 Senior Notes, totaling approximately ~~17.8~~19.0 million shares and ~~17.0~~17.8 million shares for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, have been excluded from the calculation of Diluted EPS because their effect would have been antidilutive. In addition, potential common shares from certain performance-based awards of approximately 0.1 million shares ~~and 0.8 million shares~~ for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, for which all targets required to trigger vesting had not been achieved, were also excluded from the calculation of weighted average shares used to compute Diluted EPS.

The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. In addition, our non-vested RSUs and MSUs are entitled to dividend equivalents, which ~~will be~~are payable to the holder subject to, and only upon vesting of, the underlying awards and are therefore forfeitable. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two‑class method of determining earnings per share.

NOTE ~~11:~~12: SEGMENT INFORMATION

We have 2 reportable segments: (1) Hotels, Media & Platform; and (2) Experiences & Dining. Our Hotels, Media & Platform reportable segment includes the following revenue sources: (1) Tripadvisor-branded hotels revenue – primarily consisting of hotel

auction revenue, CPA revenue, subscription-based advertising revenue, and hotel sponsored placements revenue; and (2) Tripadvisor-branded display and platform revenue – consisting of display-based advertising revenue. Our Experiences & Dining reportable segment includes an aggregation of our Experiences and Dining operating segments. All remaining business units, including Rentals, Flights & Car, and Cruises have been combined into and reported as “Other”, which does not constitute a reportable segment, as none of these businesses meet the quantitative thresholds ~~and~~and/or other criteria to qualify as reportable segments.The nature of the services provided and revenue recognition policies are summarized by reported segment in “Note 3: Revenue Recognition.” Our operating segments are determined based on how our chief operating decision maker manages our business, regularly accesses information and evaluates performance for operating decision-making purposes, including allocation of resources.

All direct general and administrative costs are included in the applicable segments and business units; however, all corporate general and administrative costs are included in the Hotels, Media & Platform reportable segment. In addition, the Hotels, Media & Platform reportable segment includes all Tripadvisor-related brand advertising expenses (primarily television advertising), technical infrastructure, and other costs supporting the Tripadvisor platform.

Adjusted EBITDA is our segment profit measure and a key measure used by our management and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and forecasts are based and approved. We define Adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation and other stock-settled obligations; (5) goodwill,

intangible asset, and long-lived asset impairments; (6) legal reserves and settlements; (7) restructuring and other related reorganization costs; and (8) non-recurring expenses and income.

The following tables present our segment information for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 and includes a reconciliation of Adjusted EBITDA to Net ~~income (loss)~~Income (Loss). We record depreciation and amortization, stock-based compensation and other stock-settled obligations, goodwill, intangible asset and other long-lived asset impairments, legal reserves and settlements, restructuring and other related reorganization costs, and other non-recurring expenses and income, net, which are excluded from segment operating performance, in corporate and unallocated. In addition, we do not report our assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. Intersegment revenue is not material and is included and eliminated in ~~Other.~~Other.


	Three months ended March 31, 2021														Three months ended March 31, 2022
	Hotels, Media & Platform (1)			Experiences & Dining			Other		Corporate and Unallocated			Total			Hotels, Media & Platform (1)		Experiences & Dining			Other		Corporate and Unallocated			Total
	(in millions)														(in millions)
Revenue	$	88		$	28		$	7	$	—		$	123		$	160	$	92		$	10	$	0		$	262
Adjusted EBITDA		(3	)		(24	)		1		—			(26	)		46		(22	)		3		0			27
Depreciation and amortization										(29	)		(29	)									(25	)		(25	)
Stock-based compensation										(29	)		(29	)									(22	)		(22	)
Operating income (loss)													(84	)												(20	)
Other income (expense), net													(12	)												(13	)
Income (loss) before income taxes													(96	)												(33	)
(Provision) benefit for income taxes													16													(1	)
Net income (loss)													(80	)												(34	)


	Three months ended March 31, 2021
	Hotels, Media & Platform (1)			Experiences & Dining			Other		Corporate and Unallocated			Total
	(in millions)
Revenue	$	88		$	28		$	7	$	—		$	123
Adjusted EBITDA		(3	)		(24	)		1		0			(26	)
Depreciation and amortization										(29	)		(29	)
Stock-based compensation										(29	)		(29	)
Operating income (loss)													(84	)
Other income (expense), net													(12	)
Income (loss) before income taxes													(96	)
(Provision) benefit for income taxes													16
Net income (loss)													(80	)

(1)

Includes allocated corporate general and administrative costs of $19 million and $16 million for the three months ended March 31, 2022 and 2021, respectively, and Tripadvisor-branded advertising expenses of $1 million for both the three months ended March 31, 2022 and 2021, respectively.

Three months ended March 31, 2020

Hotels, Media & Platform (1)

Experiences & Dining

Other

Corporate and
Unallocated

Total

(in millions)

Revenue

$
169

$
83

$
26

$
—

$
278

Adjusted EBITDA

53

(19
)

6

—

40

Depreciation and amortization

(32
)

(32
)
Stock-based compensation

(26
)

(26
)
Restructuring and other related reorganization costs

(9
)

(9
)
Operating income (loss)

(27
)
Other income (expense), net

—

Income (loss) before income taxes

(27
)
(Provision) benefit for income taxes

11

Net income (loss)

(16
)

~~(1)~~

~~Includes allocated corporate general and administrative costs of $16 million and $~~18 ~~million and Tripadvisor-branded advertising expenses (primarily television advertising) of $~~1 ~~million and $4 million for the three months ended March 31, 2021 and 2020, respectively.~~

Customer Concentrations

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q, and the consolidated financial statements and accompanying notes, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of our management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in

this report. Other unknown or unpredictable factors also could have a material adverse effect on our business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this report and in our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Overview

Tripadvisor ~~is a leading online travel company and our mission is to help people around~~operates the ~~world plan, book and experience the perfect trip. We operate a global~~world’s largest travel guidance platform, ~~that connects the world’s largest~~connecting a global audience of prospective travelers with travel partners through rich content, price comparison tools, and online reservation and related services for destinations, accommodations, travel activities and experiences, and ~~restaurants.~~restaurants. Our mission is to help people around the world plan, book and experience the perfect trip.

~~Under~~In 2000, under our flagship brand Tripadvisor, we launched ~~www.tripadvisor.com~~www.Tripadvisor.com in the U.S. ~~in 2000. In addition to the flagship Tripadvisor brand, which now operates in localized versions in approximately 50 markets worldwide,~~Since then, we ~~also own and operate~~have built a portfolio of travel ~~media~~guidance brands and businesses, ~~operating under various websites~~seamlessly connecting travelers to .destinations, accommodations, travel activities and experiences, and restaurants in over 40 markets and over 20 languages worldwide.

Executive Financial Summary

Tripadvisor is the world’s largest travel guidance platform, as measured by unique users de-duplicated monthly, ~~unique users.~~according to SimilarWeb. As a result, Tripadvisor represents an attractive platform for travel partners – including hotel chains, independent hoteliers, OTAs, destination marketing organizations, experience operators, restaurants, and other travel-related and non-travel related product and service providers – who seek to market and sell their products and services to a global audience. Tripadvisor’s platform and product offerings enable consumers to discover, research and price shop a variety of travel products, including hotels, flights, cruises, cars, vacation ~~rental properties,~~rentals, tours, travel activities and other experiences, and restaurants; and book a number of these travel experiences either directly on our ~~websites or mobile apps,~~platform, or on our travel partners’ websites or mobile apps.

Our Long-Term Growth Strategy

~~In January 2021,~~The global travel market (which excludes dining) is expected to reach $1.4 trillion of bookings in 2024, according to Phocuswright, an independent travel, tourism and hospitality research ~~firm, estimated that the annual global travel market (not including dining) will reach $1.4 trillion of bookings in 2022.~~firm. Given we have the world’s largest travel audience, we

believe that Tripadvisor’s influence in the travel ecosystem ~~remains~~is significant. Our long-term growth strategy aims to increase ~~customer~~consumer engagement on our platform and drive profitable growth through:

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offering products that delight travelers by reducing friction throughout the travel planning and trip-taking journey;

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driving consumer loyalty to our platform through user experience and by offering products and services that increase engagement with our platform and result in membership growth, new and repeat bookings, mobile app engagement and repeat usage;

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driving traveler and diner engagement, bookings, and loyalty on our branded platforms by offering industry-leading choices for online bookable experiences and restaurants in top destinations worldwide;

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deepening travel partner engagement on our platform by expanding the number of products and services we offer; and

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leveraging our platform’s brand and scale and our unique attributes to expand and grow our offerings such as hotel and restaurant B2B solutions, direct-to-consumer products and services where consumers pay us on a per trip planned or an annual subscription basis and click-based and display-based media advertising.

We expect to enable our growth through investment in:

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organic investment in marketing and technology (e.g., machine learning) to further improve the experiences we can deliver to consumers and travel partners on our platform; and

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inorganically by opportunistically pursuing strategic acquisitions.

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~~building products that delight travelers by reducing friction throughout the travel planning and trip-taking journey;~~

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~~driving consumer loyalty to our platform by offering products and services that increase engagement with our platform and result in membership growth, mobile app engagement and repeat usage;~~

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~~investing in technology (e.g., machine learning) to further improve the experiences we can deliver to consumers and travel partners on our platform;~~

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~~deepening travel partner engagement on our platform by expanding the number of products and services we offer;~~

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leveraging our platform’s unique attributes to expand and grow our offerings such as hotel business to business (“B2B”) services, direct-to-consumer products and services where consumers pay us on a per trip planned or an annual subscription basis, both click-based and display-based media advertising, and experiences and restaurants;

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~~driving operational efficiencies; and~~

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~~opportunistically pursuing strategic acquisitions.~~

Business Trends

The online travel industry in which we operate is large and also highly dynamic and competitive. Our overall strategy is to deliver more value to consumers and travel partners in order to generate more monetization on our platform. While we operate with a long-term growth focus, our specific growth objectives and resource allocation strategies can differ in both duration and magnitude within our segments. We describe below these dynamics, as well as the current trends affecting our overall business and reportable segments, key drivers of our financial results, and uncertainties that may impact our ability to execute on our objectives and ~~strategies, below.~~strategies.

COVID-19

The COVID-19 pandemic has caused a significant negative impact on the travel, leisure, hospitality, and restaurant ~~and leisure industry~~industries (collectively, the “travel industry”), and consequently has adversely and materially affected our business, results of operations, liquidity and financial condition ~~during~~since early 2020, continuing, albeit, at a lessening degree and unevenly at times, throughout 2021 and through the three months ended March 31, ~~2021 and 2020, as well as for the year ended December 31, 2020.~~2022. Among other impacts, COVID-19 has negatively impacted global consumer travel demand and consumers’ ability to travel ~~thereby~~and take part in other travel, leisure, and dining activities at varying degrees during this time period, and at various times causing many of our travel partners to operate at significantly reduced ~~service levels.~~

Commencing in late February 2020 and progressively worsening through March 2020, we experienced a significant decline in user demand for our products and services as well as an increase in customer cancellations, concurrent with widespread travel restrictions imposed by governments and businesses in response to the COVID-19 pandemic. In the second half of March 2020 and throughout April 2020, significant year-over-year revenue declines generally stabilized across the Company’s segments and products, a trend which generally continued throughout the second quarter of 2020, although modestly improved during the third quarter of 2020. Beginning in the fourth quarter of 2020, governments again, particularly in Europe, began to impose new restrictions to mitigate the spread of the virus, which again negatively impacted trends. The adverse impact to our business from COVID-19 was significant, albeit unevenly at different points in time and in different geographies throughout 2020. These adverse impacts continued to negatively impact the travel, hospitality, restaurant, and leisure industry and dampen consumer demand for our products and services throughout the first quarter of 2021. This impact has been driven by the pandemic’s proliferation, intermittent containment and resurgence of the virus and new variants of the virus in various marketplaces, followed by travel restrictions and other mandates put in place, lifted and/or ~~reinstated at different timeframes~~intermittent service levels during 2020 by local governments to mitigate the spread of the virus. As such, the travel industry’s recovery from, the COVID-19 pandemic has varied both region-to-region on a global basis, as well as state-to-state in the U.S.this timeframe.

T~~raffic~~Traffic trends on our ~~websites~~platform, a leading indicator of consumer travel demand have improved substantially since the trough of significant declines seen in the second half of March 2020 and throughout April ~~2020, as monthly unique users on Tripadvisor-branded websites for the month of April 2020 were approximately 33% of 2019’s comparable period.~~2020. By means of showing a comparison to a pre-COVID-19 timeframe, ~~in the individual months of~~ January, February, and March 2021 monthly unique users on Tripadvisor-branded websites were approximately 53%, 56%, and 58% of 2019’s comparable periods, respectively, which showed some improvement month-to-month as the quarter progressed, driven by vaccine progress and leisure travel’s improving recovery. This improvement was primarily in the U.S. market, with U.S. monthly unique users in the month of March 2021 at nearly 80% of the March 2019 level, while monthly unique users outside the U.S. were approximately 50% of the March 2019 level, driven most notably in Europe which continued to be negatively impacted by restrictions put in place in key markets~~. In addition,~~average monthly unique users on Tripadvisor-branded websites during the first quarter of ~~2021 increased to~~2022 was approximately ~~68%~~71% of ~~the prior year’s~~2019’s comparable period, ~~in comparison to~~an increase from approximately ~~62%~~55% of ~~the prior year’s~~2019’s comparable period during the ~~fourth~~first quarter of ~~2020.~~2021. This improvement was largely driven by vaccine progress, the easing of various government restrictions, albeit unevenly, and consumer travel demand’s continuous improving recovery.

Our consolidated revenue for the three months ended March 31, ~~2021~~2022 was ~~$123~~$262 million, or ~~a decrease~~an increase of ~~56%~~113% when compared to the same period in ~~2020, however consistent with the improvement in the traffic trends, noted above,~~2021. In addition, by means of showing a comparison to a pre-COVID-19 timeframe, consolidated revenue ~~increased 6% as compared to~~ for the ~~three months ended December 31, 2020. In addition,~~ first quarter of 2022 reached approximately 70% of 2019’s comparable period, an increase from approximately 33% of 2019’s comparable period during the first quarter of 2021 ~~showed improvement as the quarter progressed on a month-to-month basis, as consolidated~~. This increase in revenue ~~for the month of March 2021~~ was approximately 39% of March 2019 consolidated revenue (a pre-COVID-19 period) as compared to consolidated revenue for the months of January and February 2021 being approximately 26% and 33% of January and February 2019 consolidated revenue, respectively, driven by ~~improving~~strong performance in our Experiences and Dining segment, supported by steady recovery in our Tripadvisor-branded hotels and display and platform offerings due to vaccine progress, the ~~U.S. market.~~easing of various government restrictions and consumer travel demand’s improving recovery.

In the fourth quarter of 2020, multiple COVID-19 vaccines were approved for widespread distribution throughout various parts of the world, including the United States and Europe, and in the first quarter of 2021, vaccination distribution programs were initiated around the world. Vaccine programs in our largest markets, the U.S. and U.K., appear to be progressing well, and we expect the same for mainland Europe in the near future. We are encouraged by these developments; although the timing of widespread vaccine distributions on a global basis, and efficacy against variants of COVID-19 remains unclear. In addition, theThe ultimate duration of the negative impact of COVID-19 on our results of operations, liquidity and financial condition remains uncertain and is dependent upon factors beyond our control, such as the continued transmission rate of COVID-19, including new variants and/or additional resurgences of existing variants, if any, the extent and effectiveness of containment actions that are taken, vaccine efficacy, and the ultimate long-term impact of these and other factors on consumer demand for travel and usage patterns on our platform. ~~Even though~~Although uncertainty remains, we ~~are optimistic that~~generally saw continuous, albeit uneven, improvement in the travel market in 2021 and during the first quarter of 2022 and expect that the market will ~~likely~~continue to improve as ~~2021~~2022 progresses, driven by continued vaccination programs, the gradual lifting of government restrictions, and what we believe to be continued significant pent-up consumer demand for ~~leisure~~ travel ~~and hospitality~~industry related services. Although we cannot predict with certainty the full impact of the COVID-19 pandemic on our full year 2021 financial results, we currently expect that the pandemic will continue to have a material, negative impact on our second quarter 2021 financial results, which we expect to lessen as 2021 progresses.

In response to the impact of the COVID-19 pandemic, we took several steps to further strengthen our financial position and balance sheet and maintain financial liquidity and flexibility, including, but not limited to, restructuring activities, reducing our ongoing operating expenses and headcount, additional borrowings of debt, and amendments to our 2015 Credit Facility, all of ~~which are described in more detail below.~~

~~Liquidity~~

~~During the first quarter of 2020, we borrowed $700 million under the 2015 Credit Facility as a precautionary measure~~ ~~to reinforce our liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from COVID-19.~~ We ~~repaid these borrowings in full in the third quarter of 2020 using proceeds from our 2025 Senior Notes, noted below.~~ In addition, during 2020, by means of amendments to our 2015 Credit Facility, we were able to secure, among other things, covenant relief in the form of suspending our leverage ratio covenant and replacing it with a minimum liquidity covenant, until the earlier of the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, or such earlier date as we may elect, when the leverage ratio covenant will then be reinstated. We also extended the maturity date of this facility to May 2024.

In July 2020, we completed the sale of $500 million aggregate principal amount of senior notes in a private offering, our 2025 Senior Notes, at 7.0% per annum with a maturity date of July 15, 2025. We used the net proceeds received of $490 million, net of debt issuances costs, to repay a portion of our 2015 Credit Facility borrowings, noted above.

~~In addition, during March 2021, we completed the sale of $345 million~~ ~~aggregate principal amount of senior notes in a private offering, our~~ ~~2026 Senior Notes,~~ ~~at 0.25% per annum with a maturity date of April 1, 2026. Concurrently, but separately,~~ we used a portion of the proceeds received from the 2026 Senior Notes to enter into privately negotiated capped call transactions with certain of the initial purchasers of the 2026 Senior Notes and/or their respective affiliates and/or other financial institutions at a cost of approximately $35 million. The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes, which may include repayment of debt, including the redemption of a portion of its 2025 Senior Notes prior to maturity.

We believe these measures provide us additional flexibility which will be important given our continued limited ability to predict our future financial performance due to the uncertainty associated with COVID-19, as well as consumer behavior and restrictive measures put in place in response to COVID-19.

~~Refer to “Note 5:~~ ~~Debt”~~ ~~in the~~ ~~notes to the unaudited condensed consolidated financial statements in Item 1 on this Quarterly Report on Form 10-Q for further detailed information~~ ~~about our 2015 Credit Facility, 2025 Senior Notes, and 2026 Senior Notes.~~

~~Cost Reduction Measures~~

During the first quarter of 2020, the Company instituted a cost reduction initiative to preserve cash flows, including targeted workforce reduction measures largely in the Experiences & Dining segment, in addition to optimizing and reducing brand advertising

~~as the Company pivoted to leverage newer mediums we believe will be more effective than our historically television-focused campaign.~~

During the latter part of the first quarter of 2020, and in response to the COVID-19 pandemic, the Company instituted additional cost reduction measures, including the elimination of the majority of discretionary spending, business travel and non-critical vendor relationships, brand advertising, as well as cessation of nearly all new hiring and contingent staff, reduction of targeted employee benefits and the furlough of over 100 employees.

The Company incurred pre-tax restructuring and related reorganization costs of $9 million during the three months ended March 31, 2020, related to workforce reductions. Such costs were recorded on our unaudited condensed consolidated statement of operations and fully paid by the Company during 2020.

On April 28, 2020, management approved and the Company announced an additional cost reduction initiative in response to the continued economic and financial impacts resulting from the COVID -19 pandemic, which included the following:

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~~Enacting a workforce reduction eliminating more than 900 employees;~~

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~~Furloughing additional employees bringing the total furloughed employees during March and April 2020 to approximately 850 employees, primarily in our European operations at TheFork; and~~

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~~Making targeted reductions of the Company’s office lease portfolio, primarily either through subleasing or allowing property leases to expire~~.

Later in 2020, nearly all of the Company’s previously furloughed employees had returned to their jobs; however, during the fourth quarter of 2020, the Company again furloughed approximately 400 employees, primarily in our European operations of TheFork, all of who largely remained furloughed as of March 31, 2021. This action taken by the Company was a direct result of the reinstatement of government restrictions related to restaurants in various countries within Europe in response to a resurgence of COVID-19 in those markets.

~~We have continued to maintain these cost-reductions measures during the first quarter of 2021 and expect the majority of these costs saving to continue for the remainder of fiscal 2021.~~

~~CARES Act and Other Governmental Relief~~

In March 2020, the U.S. government enacted the CARES Act. The CARES Act is an emergency economic stimulus package enacted in response to the COVID-19 pandemic, which includes numerous income tax provisions, some of which are effective retroactively. During the three months ended March 31, 2021, the Company did not record any income tax benefit under the CARES Act, however, during the three months ended March 31, 2020, the Company recorded an income tax benefit of $14 million, as a result of a loss carryback provision provided under the CARES Act.

In addition, certain governments have passed legislation to assist businesses during the COVID-19 pandemic through loans, wage subsidies, wage tax relief or other financial aid. Some governments have extended or are considering extending these programs. The Company has participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme, as well as other jurisdictions' programs. During the three months ended March 31, 2021, we recognized non-income tax related government grants and other assistance benefits of $3 million, as a reduction of personnel and overhead costs in the unaudited condensed consolidated statement of operations, while no such benefits were recorded during the three months ended March 31, 2020.

~~For additional information on income tax and other benefits recorded by the Company under the CARES Act and other governmental relief programs, refer to “Note 6:~~ ~~Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 on this Quarterly Report on Form 10-Q.~~

Hotels, Media & Platform Segment

Our Hotels, Media & Platform segment is comprised ~~of:~~of Tripadvisor-branded hotels revenue and Tripadvisor-branded Display and Platform Revenue.

Tripadvisor-branded hotels revenue primarily ~~includes~~consists of hotel auction revenue and, to a lesser extent, hotel B2B revenue, which primarily includes subscription-based advertising services that we offer to travel partners and click-based revenue generated from hotel sponsored placement advertising that enables hotels to enhance their visibility on Tripadvisor hotel ~~pages, and subscription-based advertising services that we offer to travel partners.~~pages. Tripadvisor-branded Display and Platform Revenue primarily includes impression-based advertising revenue.

Our overall strategic objective in our Hotels, Media & Platform segment is to ~~preserve profit~~drive revenue and profits while delivering compelling services to consumers and driving a holistic user experience, increased customer engagement and monetization, ~~on the Tripadvisor platform. We seek to achieve this by delivering consumers compelling products and a holistic user experience,~~ as well as by offering travel partners a diverse set of advertising ~~opportunities.~~opportunities on the Tripadvisor platform.

For consumers, we test and implement product enhancements that deliver a more engaging and comprehensive hotel shopping experience. This includes providing rich, immersive content – reviews, photos, videos and ratings, among other contributions, increasing the number of travel partners and properties as well as the available hotel supply on our platform. We believe providing consumers tools to discover, research, price shop and book a comprehensive selection of accommodations helps increase brand

awareness and brand loyalty and, over time, can result in deeper consumer engagement, more qualified leads delivered to travel partners and greater monetization on our platform.

We seek to monetize our influence through hotel-related product improvements, supply and marketing efforts and customer advertising opportunities. Historically, we have generated a significant amount of hotel shoppers from search engines, such as Google. A hotel shopper is a visitor to our ~~sites~~platform that views either a listing of hotels in a city or a specific hotel page. Our key ongoing objective related to traffic acquisition is to attract or acquire hotel shoppers at or above our desired marketing return on investment targets. Over the long-term, we are focused on driving a greater percentage of our traffic from direct traffic sources rather than search engines, which comes with little to no traffic acquisition costs.

As noted in the “COVID-19” discussion above, easing of travel restrictions across the world, rising vaccination rates, and an increase in consumer travel demand drove improved financial results during the first quarter of 2022, as Hotel, Media & Platform revenue increased by 82% during the three months ended March 31, 2022, when compared to the same period in 2021, despite the ~~COVID-19 pandemic remained~~significant impact from the ~~primary, material and adverse driver of our financial results. Impacts have been particularly adverse in Europe, where reinstated lockdowns, beginning~~Omicron variant in the ~~fourth quarter~~month of ~~2020, aimed to mitigate~~January 2022, as travel demand and revenue rebounded significantly in the ~~spread~~months of February and March of 2022. During the ~~virus have significantly impacted consumer demand for travel and hospitality-related activity, while our U.S. market has begun to show improvement~~three months ended March 31, 2022, Hotels, Media & Platform revenue reached approximately 63% of 2019’s comparable period, an increase from approximately 35% of 2019’s comparable period during ~~the latter part of~~ the first quarter of 2021. ~~For example,~~Tripadvisor-branded hotels revenue increased 84% during the three months ended March 31, 2022, when compared to the same period in 2021, primarily driven by growth in our hotel auction revenue. During the ~~month~~three months ended March 31, 2022, Tripadvisor-branded hotels revenue reached approximately 63% of ~~March 2021,~~2019’s comparable period, an increase from approximately 34% of 2019’s comparable period during the first quarter of 2021. The Company saw strength of recovery in all markets during the first quarter of 2022. In particular, our U.S. hotel auction revenue ~~reached approximately 67%~~during the first quarter of 2022 showed continued improvement when compared to the same period in 2019 ~~demonstrating increased~~on strong consumer ~~interest and~~travel demand, ~~for hospitality-related activity~~despite the impact of the Omicron variant early in the first quarter of 2022. However, our hotel auction revenue decreased sequentially during the fourth quarter of 2021 and the first quarter of 2022, when compared as a percentage to 2019's comparable periods, due to the emergence of the Omicron variant. In addition, our U.S. hotel auction CPC rates regained 2019 levels in early May 2021 and have remained near or above 2019 levels through March 31, 2022, demonstrating strong travel partner engagement on our platform as consumer travel demand recovers in the U.S. Although slower to recover, hotel auction revenue in our largest European markets showed significant improvement during first quarter of 2022; however, as with the U.S., Europe and the rest of the world performance was also negatively impacted by the emergence of the Omicron variant. As a result of these overall positive trends noted above, we increased our performance marketing investment during the first quarter of 2022 in correlation with the increase in consumer travel demand and a more favorable hotel auction environment. Relative strength in CPC pricing allowed us to increase spend in marketing channels at a profitable ROAS (return on ad spend), while our free traffic, in particular SEO traffic, has been slower to recover.

While slower to recover than Tripadvisor-branded hotels revenue, our display and platform revenue increased by 71% during the three months ended March 31, 2022, when compared to the same period in 2021. In addition, and by means of also showing a comparison to a pre-COVID-19 timeframe, Tripadvisor-branded display and platform revenue for the three months ended March 31, 2022 was approximately 63% of 2019’s comparable period, an increase from approximately 37% of 2019’s comparable period during the three months ended March 31, 2021. This overall improvement during the first quarter of 2022 was primarily driven by an increase in marketing spend from our advertisers in correlation with increasing consumer travel demand, as discussed above.

Over the long-term, we believe that improving our offerings to deepen consumer engagement on our platform will enable us to more effectively monetize our influence. For example, in Tripadvisor-branded display and platform revenue, we enable travel partners to amplify their brand, generate brand impressions, and potentially drive qualified leads and bookings for their businesses. Historically, we have limited both the type and number of display-based advertising opportunities we make available to travel partners, particularly on mobile phone, which, in turn, has limited display-based advertising revenue growth. However, weWe continue to work on initiatives to better leverage our audience, content, data, travel influence and platform breadth to open up new media advertising opportunities through a more modern, high-powered advertising suite spanning native, video and programmatic solutions. ~~We intend~~Our platform is open to ~~broaden our solution to a larger set of~~ advertising from travel endemic and non-travel endemic ~~advertising~~ partners, including industries such as entertainment, spirits, and finance. On the consumer side, we are focused on making Tripadvisor membership more valuable for consumers. As an example, during ~~the second half of 2020,~~2021, we introduced our first direct-to-consumer offerings. The first was Reco, a travel concierge service that connects travelers with a curated community of expert trip designers in local travel destinations. Then in December 2020, we beta-launchedlaunched Tripadvisor Plus, an annual subscription-based membership that offers ~~discounts~~financial incentives, benefits and perks to ~~consumers for~~members who book hotels and experiences ~~as well as other perks and benefits.~~on our platform.

These efforts demonstrate our continued focus on increasing the quality of customer engagement on our platform, including driving membership growth, increasing personalization, and innovating our mobile app experience. We believe delivering – and improving upon – a great experience for users will encourage more users to use our ~~products and~~ services more frequently, increase member growth and member engagement, and drive loyalty to our brand ~~products,~~ and services. In turn, we believe this makes our platform more attractive for travel partners, and can result in increased monetization over ~~time.~~time for us and our travel partners.

Experiences & Dining Segment

Our Experiences & Dining offerings contribute to the comprehensive user experience we deliver, which we believe helps to increase awareness of, loyalty to, and engagement with our products, drive more bookings to Experiences & Dining travel partners

and generate greater revenue and increased profitability on our platform. Given the significant market opportunities in these large categories, we expect to continue to invest aggressively in building these offerings to drive consumer engagement, bookings and revenue growth for the long-term. Since the first quarter of 2020, this segment has been negatively and materially impacted at varying levels by a significant reduction in consumer demand due to the COVID-19 pandemic, which has reduced consumer willingness to research, purchase, and consume travel activities. This negative impact has also been driven by a wide variety of government-instituted actions and restrictions around the globe aimed at limiting the spread of the virus, all of which have impacted consumer access to experience offerings and restaurants. For example, during the first quarter of 2021, restaurants in most of the European countries in which our Dining business operates were ordered to remain closed.

~~During the three months ended March 31,~~However, during most of 2021, our Experiences & Dining segment’s financial results improved significantly and this trend continued ~~to be adversely and materially impacted by the COVID-19 pandemic. Beginning~~ in ~~the fourth quarter of 2020, and continuing through~~ the first quarter of ~~2021, governments again, particularly~~2022, as revenue in ~~Europe, reinstated restrictions to try to mitigate the resurgence of the virus, which negatively and materially our Experiences & Dining segment’s financial results. However,~~this segment increased by 229% during the ~~month of~~three months ended March ~~2021, we did begin to see improvement in U.S. consumers making domestic Experiences bookings, as U.S. point of sales reached 50% of 2019~~31, 2022, when compared to the same period in 2021, driven by both an increase in experiences and ~~we also saw progression within~~dining revenue, as a result of the growing travel demand recovery driven by vaccine progress and various government restrictions being lifted. By means of showing a comparison to a pre-COVID-19 timeframe, our Experiences & Dining segment revenue for the first quarter of ~~2021, whereas in both the months of January and February 2021, U.S. point of sales~~2022 was approximately ~~30%~~115% of ~~2019~~2019’s comparable period, an increase from approximately 35% of 2019’s comparable period during the first quarter of 2021.

During the three months ended March 31, 2022, our Experiences revenue grew over 350%, when compared to the same period ~~respectively.~~

~~Throughout~~in 2021, and was approximately 127% of 2019’s comparable period revenue. As a result of strong consumer demand in our Viator business with the ~~pandemic,~~growing travel demand recovery during the first quarter of 2022, we significantly increased investments in performance marketing channels in order to capture additional market share while maintaining a positive return on investment measured over the projected lifetime of a customer. From a geographical perspective, we continued to see strong revenue growth in the U.S., as well as in Europe this quarter. In Dining, we have ~~explored~~seen a notable recovery since mid-May 2021, as restaurants in most European countries in which TheFork operates began reopening for in-restaurant dining. However, late in the fourth quarter of 2021 and early into the first quarter of 2022, Omicron-related restrictions and related impact to consumer demand within Europe again began to impact Dining. Overall, Dining revenue during the first quarter of 2022, increased by approximately 125%, when compared to the same period in 2021, primarily driven by the re-opening of restaurants for in-restaurant dining which were ordered to remained closed in most European countries during the first quarter of 2021. By means of showing a comparison to a pre-COVID-19 timeframe, Dining revenue during the first quarter of 2022 nearly reached parity of 2019's comparable period, an increase from approximately 44% of 2019’s comparable period during the first quarter of 2021.

We continue to explore new initiatives to delight and engage consumers. For example, we improved our ~~page speed time~~site navigation, recommendations, sort orders, quality of our experience products, and ~~began offering contextual recommendations~~offered new consumer payment options and customer support improvements, as new customer acquisition remains top priority during the growing travel recovery. In addition, we remain focused on enhancing and promoting our ~~sites, as well as~~mobile app experience, further improving the ~~beta-launch~~traveler experience. For operators, we continued to scale a new advertising program, Viator Accelerate, which is aimed at helping operators increase their visibility on the platform through targeted advertising, ultimately with the goal of ~~Tripadvisor Plus, which offers our members discounts on experience~~increasing bookings ~~on Tripadvisor.~~and reach.

Other

Other is a combination of our Rentals, Flights & Car, and Cruise ~~businesses~~offerings and is not considered a reportable segment. Similar to our other business units, ~~Other~~ financial results ~~continue to be adversely and materially impacted by the COVID-19 pandemic~~in Other also improved during the three months ended March 31, ~~2021, driven primarily by impacts from~~2022, when compared to the ~~COVID-19 pandemic. Its financial results were also impacted during the three months ended March 31,~~same period in 2021, as a result of increased consumer demand due to the ~~sale of our SmarterTravel business during the second quarter of 2020.~~growing travel demand recovery. We continue to operate these businesses opportunistically as they complement our overall strategic objectives to deliver more value to consumers and travel partners.

Employees

As of March 31, ~~2021,~~2022, the Company had ~~2,579 employees, which includes~~ ~~approximately 400~~ ~~furloughed employees~~ ~~primarily based in our European operations at TheFork as a direct~~ ~~result~~2,760 employees. Approximately 55%, 35%, and 10% of the ~~reinstatement of government restrictions related to restaurants in various countries within Europe in response to the resurgence of COVID-19 in those markets~~Co. Our number of employees decreased approximately 34% when compared to the same period in 2020, as a result of the Company enacting workforce reductions in response to the COVID-19 pandemic during 2020. Nearly 40% and 50% of the Company’smpany’s current employees are based in Europe, the U.S., and ~~Europe,~~the rest of world, respectively.Our number of employees increased approximately 7% compared to March 31, 2021. Additionally, we use independent contractors to supplement our workforce. We believe we have good relationships with our employees and contractors, including relationships with employees represented by international works councils or other similar organizations.

~~In response to the COVID-19 pandemic, we have in place business continuity programs to ensure that employees are safe and that our teams continue to function effectively while working remotely.~~

Seasonality

Consumers’ travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partners’ advertising investments, and therefore our revenue and operating profits, have also historically followed a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters,

which represent seasonal low ~~points. Due~~points. During the first half of the year, experience and rentals bookings typically exceed the amount of completed experiences and rental stays, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative.

Other factors may also impact typical seasonal fluctuations, which include further significant shifts in our business mix or adverse economic conditions that could result in future seasonal patterns that are different from historical trends. For example, although consumer travel demandgenerally remained materially lower than historic levels due to the impact of COVID-19 on our business, ~~however, we did not experience our~~these trends improved during 2021, resulting in increased revenues, and working capital and operating cash flow more akin to typical ~~seasonal pattern for revenue and profit during the calendar quarters within the year ended December 31, 2020,~~historical seasonality trends, which ~~generally~~ has continued induring the three months ended March 31, 2021. COVID-19 also contributed significantly to unfavorable working capital trends and material negative operating cash flow during the year ended December 31, 2020, and that trend, although improved since 2020 has continued in the three months ending March 31, 2021. Therefore,2022. However, it is difficult to predict the seasonality for the upcoming quarters, given the ~~continued~~sustained uncertainty related to the ~~ultimate extent and duration~~continued economic impact of the ~~economic~~COVID-19 pandemic and/or potential resurgences, and ~~consumer demand impact from COVID-19,~~ the ~~successful widespread distribution and execution~~pace of ~~vaccination programs~~continued recovery in our key markets, and the shape and timing of a recovery. In addition, significant shifts in our business mix or adverse economic conditions could result in future seasonal patterns that are different from historical trends.markets.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that we believe are important in the preparation of our consolidated financial statements because they require that management use judgment and estimates in applying those policies. We prepare our consolidated financial statements and accompanying notes in accordance with GAAP. Preparation of the consolidated financial statements and accompanying notes requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements as well as revenue and expenses during the periods reported. Management bases its estimates on historical experience, when applicable and other assumptions that it believes are reasonable under the circumstances. Actual results may differ from estimates under different assumptions or conditions.

There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if:

•

It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and/or

•

Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.

•

~~It requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and/or~~

•

~~Changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations.~~

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

Significant Accounting Policies and New Accounting Pronouncements

~~Refer to “Note 2:~~ ~~Significant Accounting Policies~~” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q for an overview of new accounting pronouncements that we have adopted in the first quarter of 2021 on our unaudited condensed consolidated financial statements.

There have been no ~~significant~~material changes to our significant accounting policies since December 31, ~~2020, other than~~2021, as compared to those described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~Statement~~30

Statements of Operations

Selected Financial Data

(in millions, except percentages)


		Three months ended March 31,						% Change				Three months ended March 31,						% Change
		2021			2020			2021 vs. 2020				2022			2021			2022 vs. 2021
Revenue		$	123		$	278			(56	)%		$	262		$	123			113	%

Costs and expenses:
Cost of revenue			12			19			(37	)%			22			12			83	%
Selling and marketing			73			125			(42	)%			141			73			93	%
Technology and content			55			69			(20	)%			54			55			(2	)%
General and administrative			38			51			(25	)%			40			38			5	%
Depreciation and amortization			29			32			(9	)%			25			29			(14	)%
Restructuring and other related reorganization costs			—			9		n.m.
Total costs and expenses:			207			305			(32	)%			282			207			36	%
Operating income (loss)			(84	)		(27	)		211	%			(20	)		(84	)		(76	)%
Other income (expense)
Interest expense			(11	)		(2	)		450	%			(12	)		(11	)		9	%
Interest income			—			1		n.m.
Other income (expense), net			(1	)		1		n.m.
Interest income and other, net													(1	)		(1	)		0	%
Total other income (expense), net			(12	)		—		n.m.					(13	)		(12	)		8	%
Income (loss) before income taxes			(96	)		(27	)		256	%			(33	)		(96	)		(66	)%
(Provision) benefit for income taxes			16			11			45	%			(1	)		16		n.m.
Net income (loss)		$	(80	)	$	(16	)		400	%		$	(34	)	$	(80	)		(58	)%

Other Financial Data:
Adjusted EBITDA (1)		$	(26	)	$	40		n.m.				$	27		$	(26	)	n.m.

n.m. = not meaningful (1) See “Adjusted EBITDA” discussion below for more information.	n.m. = not meaningful (1) See “Adjusted EBITDA” discussion below for more information.										n.m. = not meaningful (1) See “Adjusted EBITDA” discussion below for more information.

Revenue and Segment Information


	Three months ended March 31,						% Change
	2022			2021			2022 vs. 2021
Revenue by Segment:	(in millions)
Hotels, Media & Platform	$	160			88			82	%
Experiences & Dining		92			28			229	%
Other		10			7			43	%
Total revenue	$	262		$	123			113	%
Adjusted EBITDA by Segment:
Hotels, Media & Platform	$	46		$	(3	)	n.m.
Experiences & Dining		(22	)		(24	)		(8	)%
Other		3			1			200	%
Total Adjusted EBITDA	$	27		$	(26	)	n.m.
Adjusted EBITDA Margin by Segment (1):
Hotels, Media & Platform		29	%		(3	)%
Experiences & Dining		(24	)%		(86	)%
Other		30	%		14	%

n.m. = not meaningful

Three months ended March 31,

% Change

2021

2020

2021 vs. 2020

Revenue by Segment:

(in millions)

Hotels, Media & Platform

$
88

$
169

(48
)%
Experiences & Dining

28

83

(66
)%
Other

7

26

(73
)%
Total revenue

$
123

$
278

(56
)%
Adjusted EBITDA by Segment:

Hotels, Media & Platform

$
(3
)

$
53

n.m.

Experiences & Dining

(24
)

(19
)

26
%
Other

1

6

(83
)%
Total Adjusted EBITDA

$
(26
)

$
40

n.m.

Adjusted EBITDA Margin by Segment (1):

Hotels, Media & Platform

(3
)%

31
%

Experiences & Dining

(86
)%

(23
)%

Other

14
%

23
%

(1)

"Adjusted EBITDA Margin by Segment" is defined as Adjusted EBITDA by segment divided by revenue by segment.

~~(1)~~

~~“Adjusted EBITDA Margin by Segment” is defined as Adjusted EBITDA by segment divided by revenue by segment~~.

Hotels, Media & Platform Segment

Hotels, Media & Platform segment revenue ~~decreased~~increased by ~~$81~~$72 million, or ~~48%~~82%, during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to increased hotel auction revenue, particularly in the ~~continued impacts~~U.S. and Europe, and,

to a lesser extent, an increase in Tripadvisor-branded display and platform revenue, due to the impact of ~~COVID-19~~growing consumer travel demand and increasing travel industry recovery on our business, as discussed ~~above.~~above.

Adjusted EBITDA in our Hotels, Media & Platform segment ~~Adjusted EBITDA decreased $56~~increased $49 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021. This was primarily due to ~~a decrease~~an increase in revenue as noted above, partially offset ~~primarily~~ by ~~reductions~~an increase in direct selling and marketing expenses related to search engine marketing, or SEM, and other online paid traffic acquisition costs in response to ~~a decline in~~increasing consumer travel demand ~~related to COVID-19, a reduction in personnel costs~~ as ~~a result of workforce reductions related to our cost-reduction measures in response to COVID-19,~~travel restrictions ease, vaccination rates increase, and ~~to a lesser extent, television advertising costs.~~the travel industry recovers.

The following is a detailed discussion of the revenue sources within our Hotels, Media & Platform segment:


	Three months ended March 31,				% Change			Three months ended March 31,				% Change
	2021		2020		2021 vs. 2020			2022		2021		2022 vs. 2021
	(in millions)							(in millions)
Hotels, Media & Platform:
Tripadvisor-branded hotels	$	74	$	137		(46	%)	$	136	$	74		84	%
Tripadvisor-branded display and platform		14		32		(56	%)		24		14		71	%
Total Hotels, Media & Platform revenue	$	88	$	169		(48	%)	$	160	$	88		82	%

Tripadvisor-branded Hotels Revenue

For the three months ended March 31, 2022 and 2021, 85% and ~~2020,~~ 84% ~~and 81%~~, respectively, of our total Hotels, Media & Platform segment revenue was derived from Tripadvisor-branded hotels revenue. Tripadvisor-branded hotels revenue ~~decreased $63~~increased $62 million, or ~~46%~~84%, during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020.~~2021. This ~~decrease~~increase was primarily driven by ~~reduced~~our hotel auction revenue across all markets, particularly in the U.S. and our largest European markets, and, to a lesser extent, an increase in hotel auction revenue in the rest of the world, despite the impact of the Omicron variant early in the first quarter of 2022, due to rising consumer travel demand ~~as a result~~and travel industry recovery, given rising vaccination rates and easing of ~~COVID-19, concurrent with widespread~~government travel ~~restrictions~~ and ~~service limitations on our~~leisure restrictions. As consumer travel ~~partners imposed by local and federal governments at various stages and degrees, beginning~~demand continued to increase during the first quarter of ~~2020, and continuing through~~2022, the Company saw continued improvement in hotel auction monetization, as CPC rates during the first quarter of ~~2021~~2022 were near or exceeded parity of 2019's comparable period, driven by continued strength in ~~response to~~ the ~~pandemic. Impacts have been particularly adverse~~U.S. and improving trends in Europe ~~where reinstated lockdowns, beginning in~~and the ~~fourth quarter of 2020, aimed to mitigate the spread~~rest of the ~~virus have significantly impacted consumer demand~~world, which enabled increased efficient marketing investment on performance channels, enhancing our 2022 hotel auction revenue growth. See “Business Trends” above for ~~travel and hospitality-related activity, while our U.S. market showed improvement in the latter part of the first quarter of 2021, as discussed above.~~further discussion.

Tripadvisor-branded Display and Platform Revenue

For the three months ended March 31, 2022 and 2021, 15% and ~~2020,~~ 16% ~~and 19%~~, respectively, of Hotels, Media & Platform segment revenue was derived from our Tripadvisor-branded display and platform revenue, which consists of revenue from Tripadvisor-branded display-based ~~advertising.~~advertising across our platform.

Tripadvisor-branded display-based advertising revenue ~~decreased~~increased by ~~$18~~$10 million, or ~~56%~~71%, during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily driven by ~~a decrease~~an increase in marketing spend from our advertisers ~~due to lack of~~in correlation with increasing consumer travel demand, ~~resulting from the impact of COVID-19,~~ as ~~described~~discussed above.

Experiences & Dining Segment

Experiences & Dining segment revenue ~~decreased~~increased by ~~$55~~$64 million, or ~~66%~~229%, during the three months ended March 31, ~~2021,~~2022, when compared to the same period in 2020. Since the first quarter of 2020, this segment’s revenue has been negatively impacted by a significant reduction in consumer demand due to the COVID-19 pandemic, which has reduced consumer willingness to research, purchase, and consume travel and leisure activities. Impacts have also been2021, driven by both experiences and dining revenue, as a ~~wide variety of government-instituted actions and restrictions around the globe aimed at limiting the spread~~result of the ~~virus, which have limited~~growing consumer ~~access to experience offerings~~travel demand recovery, driven by vaccine progress and ~~restaurants. For instance,~~various government restrictions being lifted during the ~~first quarter of 2021, restaurants~~same time period, which is discussed further in most of the European countries in which our Dining business operates were ordered to remain closed. In our Experiences offering, first quarter 2021 activity was largely limited to U.S. consumers making domestic bookings. However, U.S. trends improved as the quarter progressed, which we believe is due to vaccination progress in that market. In March 2021, for example, our U.S. point-of-sale bookings reached 50% of 2019 when compared to the same period, whereas in both the months of January and February 2021, U.S. point-of-sale bookings was approximately 30% of 2019 when compared to the same period, respectively.“Business Trends” above.

Experiences & Dining segment Adjusted EBITDA loss of $22 million for the three months ended March 31, 2022, decreased $5by $2 million ~~or 26%,~~ during the three months ended March 31, ~~2021,~~2022 when compared to the same period in ~~2020,~~2021, primarily due to ~~the decrease~~an increase in revenue as noted above, ~~partially~~largely offset ~~primarily~~ by ~~a reduction~~an increase in ~~personnel costs as a result of workforce reductions related to our cost-reduction measures in response to COVID-19, reduced~~ selling and marketing expenses related to SEM and other online paid traffic acquisition costs in response to ~~continued reduced~~increased consumer demand ~~and lack of, or reduced, availability of dine-in restaurants,~~for experiences and ~~tours, albeit unevenly during the course~~restaurants as part of the ~~first quarter of 2021 as a result of COVID-19,~~growing consumer travel demand recovery and, to a lesser extent, ~~decreased~~an increase in personnel and overhead costs to help support business growth during the growing travel demand recovery and increased direct costs ~~related to~~from credit card payments and other revenue-related transaction costs ~~directly related to reduced revenue, and also lower television advertising costs.~~in direct correlation with the increase in revenue.

Other

~~Other~~

Other revenue, which includes Rentals revenue, in addition to primarily click-based advertising and display-based advertising revenue from our Flights & Cars, and Cruises offerings on Tripadvisor websites ~~decreased~~and mobile apps, increased by ~~$19~~$3 million or ~~73%~~43% during the ~~three months~~year ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to ~~decreased~~the impact of growing consumer travel demand and ~~subsequently reduced~~increasing travel ~~partner spend, similar to~~industry recovery on our ~~other businesses,~~business, as ~~a result of COVID-19, and subsequent widespread global travel restrictions and service limitations on travel partners imposed by local and federal governments~~discussed above.at various stages and degrees beginning during the first quarter of 2020, and continuing through the first quarter of 2021 in response to the pandemic and, to a lesser extent, the sale of our SmarterTravel business during the second quarter of 2020.

Adjusted EBITDA in Other ~~decreased $5~~increased $2 million or ~~83%,~~200% during the ~~three months~~year ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to ~~the decrease~~an increase in revenue as noted above, partially offset primarily by a reduction in personnel costs as a result of workforce reductions related to our cost-reduction measures in response to COVID-19, as well as reductions in selling and marketing expenses related to SEM and other online paid traffic acquisition costs in response to a decline in consumer demand related to COVID-19.above.

Consolidated Expenses

Cost of Revenue

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


	Three months ended March 31,						% Change			Three months ended March 31,						% Change
	2021			2020			2021 vs. 2020			2022			2021			2022 vs. 2021
	(in millions)									(in millions)
Direct costs	$	7		$	12			(42	%)	$	15		$	7			114	%
Personnel and overhead		5			7			(29	%)		7			5			40	%
Total cost of revenue	$	12		$	19			(37	%)	$	22		$	12			83	%
% of revenue		9.8	%		6.8	%					8.4	%		9.8	%

Cost of revenue ~~decreased $7~~increased $10 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to ~~decreased~~increased direct costs from credit card payment and other ~~revenue-related~~revenue-related transaction costs in our Experiences & Dining segment in direct correlation with the ~~reduction~~increase in revenue, ~~related to COVID-19,~~as well as, and to a lesser ~~extent a decrease~~extent, an increase in ~~personnel and overhead~~contingent staff costs ~~as a result of a reduction in headcount related~~ to ~~our cost-reduction measures~~help support business growth across ~~our business in response to COVID-19.~~all segments during the growing travel demand recovery.

Selling and Marketing

Selling and marketing expenses ~~primarily~~ consist of direct costs, including traffic generation costs from SEM and other online traffic acquisition costs, syndication costs and affiliate marketing commissions, social media costs, brand advertising (including television and other offline advertising), promotions and public relations. In addition, our ~~sales~~selling and marketing expenses consist of indirect costs such as personnel and overhead expenses, including salaries, commissions, benefits, stock-based compensation, and bonuses for sales, sales support, customer support and marketing employees.


	Three months ended March 31,						% Change
	2022			2021			2022 vs. 2021
	(in millions)
Direct costs	$	94		$	29			224	%
Personnel and overhead		47			44			7	%
Total selling and marketing	$	141		$	73			93	%
% of revenue		53.8	%		59.3	%

Three months ended March 31,

% Change

2021

2020

2021 vs. 2020

(in millions)

Direct costs

$
29

$
64

(55
%)
Personnel and overhead

44

61

(28
%)
Total selling and marketing

$
73

$
125

(42
%)
% of revenue

59.3
%

45.0
%

Direct selling and marketing costs ~~decreased $35~~increased $65 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to ~~a decrease~~an increase of approximately $62 million in SEM and other online traffic acquisition ~~costs across all~~spend, majority of which was in our ~~segments and businesses and, to a lesser extent, a decrease in television advertising costs, driven by cost reduction measures primarily~~Experiences & Dining segment, in response to increasing consumer travel demand as travel activity restrictions ease and the ~~financial impact to the Company due to a decline in consumer demand caused by COVID-19.~~travel industry recovers.

Personnel and overhead costs ~~decreased $17~~increased $3 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily ~~as a result of a reduction~~due to an increase in contingent staff and additional headcount ~~related~~ to ~~our cost-reduction measures across our~~help support business ~~in response to COVID-19.~~growth during the growing travel demand recovery.

Technology and Content

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


	Three months ended March 31,						% Change			Three months ended March 31,						% Change
	2021			2020			2021 vs. 2020			2022			2021			2022 vs. 2021
	(in millions)									(in millions)
Personnel and overhead	$	50		$	61			(18	%)	$	48		$	50			(4	%)
Other		5			8			(38	%)		6			5			20	%
Total technology and content	$	55		$	69			(20	%)	$	54		$	55			(2	%)
% of revenue		44.7	%		24.8	%					20.6	%		44.7	%

~~Technology~~Personnel and ~~content~~overhead costs decreased ~~$14~~$2 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to ~~decreased personnel and overhead costs across our business as~~ a ~~result of a reduction~~decrease in ~~headcount driven by cost-reduction measures across our business in response to COVID-19.~~stock-based compensation expense.

General and Administrative

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


	Three months ended March 31,						% Change			Three months ended March 31,						% Change
	2021			2020			2021 vs. 2020			2022			2021			2022 vs. 2021
	(in millions)									(in millions)
Personnel and overhead	$	29		$	34			(15	%)	$	31		$	29			7	%
Professional service fees and other		9			17			(47	%)		9			9			0	%
Total general and administrative	$	38		$	51			(25	%)	$	40		$	38			5	%
% of revenue		30.9	%		18.3	%					15.3	%		30.9	%

General and administrative costs ~~decreased $13~~increased $2 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020. Personnel~~2021, primarily due to an increase in personnel and overhead costs ~~decreased $5~~of $2 million driven by additional headcount to help support business growth during the ~~three months ended March 31, 2021 primarily driven~~growing travel demand recovery, partially offset by a reduction in headcount related to our cost-reduction measures across our business in response to COVID-19. Professional service fees and other decreased $8 million during the three months ended March 31, 2021, when compared to the same period in 2020, primarily due to a decrease in ~~bad debt expense, certain non-income related taxes, and third-party professional service costs.~~stock-based compensation expense.

Depreciation and ~~amortization~~Amortization

Depreciation expense consists of depreciation on computer equipment, leasehold improvements, furniture, office equipment and other assets, and amortization of capitalized ~~software and~~ website development costs and right-of-use (“ROU”) assets related to our finance lease. Amortization consists of the amortization of definite-lived intangibles purchased in business acquisitions.


	Three months ended March 31,						Three months ended March 31,
	2021			2020			2022			2021
	(in millions)						(in millions)
Depreciation	$	23		$	25		$	22		$	23
Amortization of intangible assets		6			7			3			6
Total depreciation and amortization	$	29		$	32		$	25		$	29
% of revenue		23.6	%		11.5	%		9.5	%		23.6	%

Depreciation and amortization decreased $3$4 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to the completion of amortization related to certain intangible assets from ~~previous~~ business acquisitions ~~and lower depreciation related to capitalized software and website development costs driven by a reduction~~ in ~~headcount related to our cost-reduction measures across our business in response to COVID-19.~~previous years.

~~Restructuring and other related reorganization costs~~34

~~Restructuring and other related reorganization costs consist primarily of employee severance and related benefits.~~

Three months ended March 31,

2021

2020

(in millions)

Restructuring and other related reorganization costs

$
—

$
9

% of revenue

0.0
%

3.2
%

Restructuring and other related reorganization costs decreased $9 million during the three months ended March 31, 2021, when compared to the same period in 2020, primarily due to restructuring actions taken by the Company in the first quarter of 2020 to reduce our cost structure and improve our operational efficiencies, including headcount reduction. No further restructuring costs were incurred during the three months ended March 31, 2021.

Interest Expense

Interest expense primarily consists of interest incurred, commitment fees, and debt issuance cost amortization related to our ~~2015~~ Credit Facility, 2025 Senior Notes, 2026 Senior Notes, as well as interest on finance leases.

Three months ended March 31,

2021

2020

(in millions)

Interest expense

$
(11
)

$
(2
)


	Three months ended March 31,
	2022			2021
	(in millions)
Interest expense	$	(12	)	$	(11	)

Interest expense increased $9$1 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily ~~due~~related to the timing of the issuance of our ~~2025~~2026 Senior Notes ~~in July 2020.~~on March 25, 2021. Refer to “Note 5: 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q for further information.

~~Other Income (Expense), Net~~

Other income (expense), net generally consists of net foreign exchange gains and losses, forward contract gains and losses, earnings/(losses) from equity method investments, gain/(loss) and impairments on non-marketable investments, gain/loss on sale/disposal of businesses, and other non-operating income (expenses).

Three months ended March 31,

2021

2020

(in millions)

Other income (expense), net

$
(1
)

$
1

Other income, net decreased $2 million during the three months ended March 31, 2021 when compared to the same period in 2020, primarily due to net foreign currency transaction losses as a result of the fluctuation of foreign exchange rates during the three months ended March 31, 2021.

(Provision) Benefit for Income Taxes



	Three months ended March 31,						Three months ended March 31,
	2021			2020			2022			2021
	(in millions)						(in millions)
(Provision) benefit for income taxes	$	16		$	11		$	(1	)	$	16
Effective tax rate		16.7	%		40.7	%		(3.0	%)		16.7	%

~~Our effective tax rates for the three months ended March 31, 2021 and 2020 were 16.7% and 40.7%, respectively.~~ For the three months ended March 31, ~~2021, the~~2022, our negative effective tax rate was ~~less than~~primarily the ~~federal statutory rate primarily due~~result of discrete items recorded in the period related to ~~valuation allowances on foreign losses.~~share-based payment arrangements.

We had an income tax ~~benefits~~provision of ~~$16~~$1 million and ~~$11~~an income tax benefit of $16 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~increase~~change in our income ~~tax benefit~~taxes during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, was primarily due to ~~an increase~~a decrease in ~~loss before income taxes~~pretax losses recognized during the three months ended March 31, ~~2021, partially offset by a 2020 NOL carryback rate benefit related to the CARES Act recorded in the same period last year.~~2022. Refer to “Note 6: 7: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q for further information.

Net income (loss)


	Three months ended March 31,						Three months ended March 31,
	2021			2020			2022			2021
	(in millions)						(in millions)
Net income (loss)	$	(80	)	$	(16	)	$	(34	)	$	(80	)
Net income (loss) margin		(65.0	%)		(5.8	%)		(13.0	%)		(65.0	%)

Net loss ~~increased $64~~improved by $46 million during the three months ended March 31, ~~2021,~~2022, when compared to the same period in ~~2020,~~2021, primarily due to ~~a decrease~~an increase in revenue, ~~primarily related to the negative impact on the Company’s business related to the COVID-19 pandemic,~~ as described in more detail above inunder “Revenue and Segment Information”, ~~partially~~largely offset by ~~a decrease~~an increase in ~~total costs~~selling and marketing expenses ~~largely as a result of cost reduction measures initiated by the Company in 2020~~ in response to increasing consumer travel demand as travel activity restrictions ease and the ~~COVID-19 pandemic, as~~travel industry recovers and, to a lesser extent, an increase in personnel and overhead costs to help support business growth during the growing consumer travel demand recovery and increased direct costs from credit card payment and other revenue-related transaction costs in direct correlation with the increase in revenue during the three months ended March 31, 2022, all of which is described in more detail above inunder “Consolidated Expenses.”

Adjusted EBITDA

To provide investors with additional information regarding our financial results, we also disclose consolidated Adjusted EBITDA, which is a non-GAAP financial measure. A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in such company’s financial statements.

Adjusted EBITDA is also our segment profit measure and a key measure used by our management and board of directors to understand and evaluate the financial performance of our business and on which internal budgets and forecasts are based and approved. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period

comparisons and better enables management and investors to compare financial results between periods as these costs may vary independent of ongoing core business performance. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of

directors. We define Adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation and other stock-settled obligations; (5) goodwill, intangible asset, and long-lived asset impairments; (6) legal reserves and settlements; (7) restructuring and other related reorganization costs; and (8) other non-recurring expenses and income.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results reported in accordance with GAAP. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results.

Some of these limitations are:

•

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

•

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

•

Adjusted EBITDA does not reflect the interest expense, or cash requirements necessary to service interest or principal payments on our debt;

•

Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation or other stock-settled obligations;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

Adjusted EBITDA does not reflect certain income and expenses not directly tied to the ongoing core operations of our business, such as legal reserves and settlements, restructuring and other related reorganization costs;

•

Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

•

Adjusted EBITDA is unaudited and does not conform to SEC Regulation S-X, and as a result such information may be presented differently in our future filings with the SEC; and

•

other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

•

~~Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;~~

•

~~Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;~~

•

~~Adjusted EBITDA does not reflect the interest expense, or cash requirements necessary to service interest or principal payments on our debt;~~

•

~~Adjusted EBITDA does not consider the potentially dilutive impact of stock-based compensation or other stock-settled obligations;~~

•

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•

~~Adjusted EBITDA does not reflect certain income and expenses not directly tied to the ongoing core operations of our business, such as legal reserves and settlements, restructuring~~ ~~and other related reorganization costs~~;

•

~~Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and~~

•

~~Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.~~

The following table presents a reconciliation of Adjusted EBITDA to Net Income (Loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the periods presented:


	Three months ended March 31,						Three months ended March 31,
	2021			2020			2022			2021
	(in millions)						(in millions)
Net income (loss)	$	(80	)	$	(16	)	$	(34	)	$	(80	)
Add: (Benefit) provision for income taxes		(16	)		(11	)		1			(16	)
Add: Other expense (income), net		12			—			13			12
Add: Restructuring and other related reorganization costs		—			9
Add: Stock-based compensation		29			26			22			29
Add: Depreciation and amortization		29			32			25			29
Adjusted EBITDA	$	(26	)	$	40		$	27		$	(26	)

Related Party Transactions

For information on our relationship with LTRIP, which may be deemed to beneficially own equity securities representing ~~57.3%~~nearly 57.0% of our voting power as of March 31, ~~2021,~~2022, refer to “Note 1: Business Description and Basis of Presentation” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q. We had no related party transactions with LTRIP during both the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

Stock-Based Compensation

Refer to “Note 8: 9: Stock Based Awards and Other Equity Instruments” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q for further information on current year equity award activity,

including the issuance of ~~698,890 service-based stock options with a weighted average grant-date fair value per option of $20.35 and 2,077,519~~approximately 4.8 million service-based RSUs with a weighted average grant-date fair value of ~~$45.79~~$27.24 during the three months ended March 31, ~~2021.~~2022.

Liquidity and Capital Resources

Our principal source of liquidity is cash flow generated from operations and our existing cash and cash equivalents balance. Our liquidity needs can also be met through drawdowns under our ~~2015~~ Credit Facility. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, we had ~~$674~~$781 million and ~~$418~~$723 million, respectively, of cash and cash equivalents, ~~with nearly $500~~ and $497 million of available borrowing capacity under our ~~2015~~ Credit ~~Facility~~.Facility. As of March 31, ~~2021, approximately $82~~2022, approximately $170 million of our cash and cash equivalents were held by our international subsidiaries outside of the U.S., of which ~~approximately 44%~~nearly 50% was located in the U.K. As of March 31, ~~2021,~~2022, the significant majority of our cash was denominated in U.S. dollars.

As of March 31, ~~2021, the Company had $845 million in long-term debt, as a result of the issuance of our 2025 Senior Notes in July 2020 and 2026 Senior Notes in March 2021, as discussed below.~~

~~As of March 31, 2021,~~2022, we had ~~$442~~$446 million of c~~umulative~~cumulative undistributed earnings in foreign subsidiaries ~~of which~~ ~~$324 million of these cumulative undistributed foreign earnings were not~~that are no longer considered to be indefinitely reinvested. ~~During the three months ended~~As of March ~~31, 2021,~~31, 2022, we maintained a deferred income tax liability on our unaudited condensed consolidated balance sheet, which was not material, for the U.S. federal and state income tax and foreign withholding tax liabilities on the cumulative undistributed foreign earnings that we no longer consider indefinitely reinvested. We intend to indefinitely reinvest $118 million of these foreign earnings in our non-U.S. subsidiaries, which determination of any related unrecognized deferred income tax liability is not practicable.reinvested.

~~2015 Credit Facility~~

As of March 31, ~~2021,~~2022, we are party to our ~~2015~~ Credit Facility, ~~with a group of lenders,~~ which, among other things, provides for a $500 million revolving credit facility with a maturity date of May 12, 2024.

The ~~2015~~Company may borrow from the Credit Facility in U.S. dollars and Euros. The Credit Facility requires us to maintain a maximum leverage ratio and contains certain customary affirmative covenants and events of default, including a change of control.

We amended the Credit Facility in May 2020 and December 2020 to, among other things, suspend the leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring the Company to maintain $150 million of unrestricted cash, cash equivalent and short-term investments less deferred merchant payables plus available revolver capacity), ~~Borrowings~~until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the ~~2015~~revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant (the “Leverage Covenant Holiday”) will be reinstated.

The Company remained in the Leverage Covenant Holiday as of March 31, 2022. Based on the Company’s existing leverage ratio, any outstanding or future borrowings under the Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to ~~2.00%~~2.25% (“Eurocurrency Spread”)~~, based on the Company’s leverage ratio;~~ with a London Inter-Bank Offered Rate (“LIBOR”) floor of 1.00% per annum; or (ii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum, and (c) the Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%; in addition to an applicable margin ranging from 0.25% to 1.00% (“ABR Spread”),. In addition, based on the Company’s ~~leverage ratio.~~

~~However, we amended the 2015 Credit Facility in May 2020 and December 2020, to among other things, suspend the~~existing leverage ratio, covenant for quarterly testing of compliance beginning in the second quarter of 2020 until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”); replacing it with a minimum liquidity covenant during the Leverage Covenant Holiday, that requires us to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity and secure the obligations under the agreement.

~~During the Leverage Covenant Holiday, any borrowings under the 2015 Credit Facility will bear interest at LIBOR plus a 2.25% margin with a LIBOR floor of 1% per annum.~~ Wewe are ~~also~~ required to pay a quarterly commitment fee, at an applicable rate ranging from 0.15% to 0.50%, which was 0.20% as of ~~0.5%,~~March 31, 2022, on the daily unused portion of the ~~revolving credit facility~~Credit Facility for each fiscal quarter during the Leverage Covenant Holiday and in connection with the issuance of letters of credit. .The ~~2015~~ Credit Facility ~~also limits~~includes restrictions on the ~~Company from making~~Company’s ability to make certain payments and distributions, including share repurchases and ~~dividends, during the Leverage Covenant Holiday.~~dividends.

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, we had no outstanding borrowings and were in compliance with our ~~covenants~~covenant requirements in effect under the ~~2015~~ Credit Facility. While there can be no assurance that we will be able to meet the leverage ratio covenant after the Leverage Covenant Holiday ~~expires,~~ceases, based on our current projections, we do not believe there is a material risk we will not remain in compliance throughout the next twelve months.

~~During the first quarter~~As of ~~2020, the~~March 31, 2022, the Company ~~borrowed $700~~had $845 million ~~under the 2015 Credit Facility. These funds were drawn down~~in long-term debt, as a ~~precautionary measure to reinforce~~result of the issuance of our liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. The Company repaid those borrowings in full during the third quarter of 2020 with proceeds received from the 2025 Senior Notes in July 2020 and 2026 Senior Notes in March 2021, as discussed ~~below.~~ below

~~2025 Senior Notes~~.

In July 2020, the Company completed the sale of $500 million in 2025 Senior Notes. The 2025 Senior Notes provide, among other things, that interest, at an interest rate of 7.0% per annum, ~~will be~~is payable on January 15 and July 15 of each year, ~~beginning~~which began on January 15, 2021, until their maturity on July 15, 2025. T~~he Company used the net proceeds from the 2025~~ ~~Senior~~ ~~Notes, or $490 million, net of approximately $10 million in debt issuances costs, to repay a portion of our outstanding borrowings under our 2015 Credit Facility, as noted above~~. The 2025 Senior Notes are senior unsecured obligations of the Company and are guaranteed by certainof the Company’s domestic subsidiaries.

~~2026 Senior Notes~~

In March 2021, the Company completed the sale of $345 million of our 2026 Senior Notes. The 2026 Senior Notes provide, among other things, that interest, at an interest rate of 0.25% per annum, ~~will be~~is payable on April 1 and October 1 of each year, ~~beginning~~which began on October 1, 2021, until their maturity on April 1, 2026. Concurrently, ~~but separately,~~ the Company used a portion of the proceeds from the 2026 Senior Notes to enter into privately negotiated capped call transactions with certain of the initial purchasers of the 2026 Senior Notes and/or their respective affiliates and/or other financial institutions at a cost of approximately $35 million. The Company intends to use the remainder of the ~~net~~ proceeds from this offering for general corporate purposes, which may include repayment of debt, including the partial redemption and/or purchase of the 2025 Senior Notes prior to maturity. The 2026 Senior Notes are senior unsecured obligations of the Company and are guaranteed by certain of the Company’s domestic subsidiaries.

The 2025 Senior Notes and 2026 Senior Notes are not registered securities and there are currently no plans to register these notes as securities in the future. As a result, ~~Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and~~ no separate financial statements are required for the guarantor subsidiaries of these notes. We may from time to time repurchase our outstanding 2025 Senior Notes or 2026 Senior Notes through tender offers, open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

For further information on our ~~2015~~ Credit Facility, 2025 Senior Notes, and 2026 Senior Notes, refer to “Note 5: 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q.

~~Significant sources and uses of capital~~

As of March 31, ~~2021,~~2022, we had $75 million remaining available to repurchase shares of our common stock under our existing share repurchase program authorized by our Board of Directors. During the three months ended March 31, 2022 and 2021, respectively, the Company did not repurchase any shares of outstanding common stock under the share repurchase program.TDuring the three months ended March 31, 2020, we repurchased 4,707,450 shares of our outstanding common stock at an average share price of $24.32 per share, exclusive of fees and commissions, or $115 million in the aggregate. ~~The~~he terms of our ~~2015~~ Credit ~~Facility~~Agreement were amended to limit the Company from share repurchases during the Leverage Covenant Holiday and the terms of the 2025 Indenture related to the 2025 Senior Notes also impose certain limitations and restrictions on share repurchases.

Our business typically experiences seasonal fluctuations that affect the timing of our annual cash flows during the year related to working capital. In our Experiences ~~business~~ and ~~our~~ Rentals free-to-list ~~model,~~models, we ~~generally~~ receive cash from travelers at the time of booking or prior to the occurrence of an experience or rental, and we record these amounts, net of commissions, on our consolidated balance sheet as deferred merchant payables. We pay the ~~suppliers,~~operator, or the experience ~~providers~~supplier and/or property rental owners, after the travelers’ use. Therefore, we generally receive cash from the traveler prior to paying the ~~supplier~~operator and this operating cycle represents a source or use of cash to us. During the first half of the year ~~Experiences~~experiences and ~~Rentals~~rentals bookings typically exceed the amount of completed ~~tour-taking~~experiences and rental stays, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. ~~However, this seasonal trend has been negatively and~~Although consumer travel demandgenerally remained materially ~~impacted by COVID-19’s~~lower than historic levels due to the impact of COVID-19 on our business, ~~throughout the year of~~these trends improved during 2021 from 2020, ~~albeit unevenly, primarily reflecting the decline~~resulting in ~~consumer demand for our products~~increased revenues, and ~~increased cancellations of reservations due~~working capital and operating cash flow more akin to ~~COVID-19. This trend, although improved since the first quarter of 2020, has~~typical historical seasonality trends, which continued ~~to a lesser extent in~~during the three months ~~ending~~ended March 31, ~~2021. The~~2022. However, the ultimate ~~extent~~extent and longevity of the COVID-19 pandemic, including new or resurgences of existing variants (i.e. Delta and/or Omicron), and its impact on travel, regional and global markets, and overall economic activity in currently affected countries and/or globally remains unknown and impossible to predict with certainty, as such, the impacts on our business, including our operating cash flows, while generally improving, remain uncertain at this point in time. Other factors may also impact typical seasonal fluctuations, which include further significant shifts in our business mix or adverse economic conditions unrelated to COVID-19 that could result in future seasonal patterns that are different from historical trends. In addition, new or different payment options offered to our customers could impact the timing of cash flows. For example, our “Reserve Now, Pay Later” payment option, which allows our travelers the option to reserve certain experiences and defer payment until a date no later than two days before the experience date, which although used in a minority of bookings to date, may continue to increase, and affect the timing of our future cash flows and working capital.

As discussed in “Note 6: 7: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q, we have received Notices of Proposed Adjustments issued by the IRS for tax years 2009 through 2016, as of March 31, ~~2021.~~2022. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries, and would result in an increase to our worldwide income tax expense in an estimated range of ~~$95~~$100 million to ~~$105~~

$110 million, exclusive of interest expense, at the close of the audit if the IRS prevails. In addition, we received from HMRC in the U.K. an issue closure notice relating to adjustments for 2012 through 2016 tax years, as of March 31, 2022. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries and would result in an increase to our worldwide income tax expense in an estimated range of $45 million to $55 million, exclusive of interest expense, at the close of the audit if HMRC prevails. We ~~have disputed these~~disagree with the proposed adjustments and we intend ~~to continue~~ to defend our ~~position.~~positions through applicable administrative and, if necessary, judicial remedies. Although the ultimate timing for resolution of ~~this~~these matters is uncertain, any future payments would negatively impact our operating cash flows.

The CARES Act, enacted in March 2020, made tax law changes to provide financial relief to companies as a result of the impact to businesses related to COVID-19. Key income tax provisions of the CARES Act include changes in NOL carryback and carryforward rules, increase of the net interest expense deduction limit, and immediate write-off of qualified improvement property. The CARES Act allowed us to carryback our U.S. federal NOL incurred in 2020, generating an expected tax refund of $48 million, which is ~~recorded~~reported in income taxes receivable on our unaudited condensed consolidated balance ~~sheets~~sheet as of March 31, ~~2021 and December 31, 2020, respectively. This tax refund is expected to be~~2022. In April 2022, we received ~~during 2021.~~the entire $48 million of this refund.

We believe that our available cash and cash equivalents will be sufficient to fund our foreseeable working capital requirements, capital expenditures, existing business growth initiatives, debt and interest obligations, lease commitments, and other financial commitments through at least the next twelve months. Our future capital requirements may also include capital needs for acquisitions and/or other expenditures in support of our business strategy, ~~and~~which may potentially reduce our cash balance and/or ~~increase our borrowings~~require us to borrow under our ~~2015~~ Credit Facility or to seek other financing alternatives.

In addition, our capital requirements may increase due to the impact of the COVID-19 pandemic, which has already resulted in reduced revenues and operating cash flows for the Company, and the extent and duration to which it may continue to impact the Company’s business and the travel industry remains unclear. Given the continued uncertainty in the changing market and economic conditions related to the COVID-19 pandemic, we will continue to evaluate the nature and extent of the impact to our liquidity and capital requirements, and therefore our capital structure.38

Our cash flows for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, as reflected in our unaudited condensed consolidated statements of cash flows, are summarized in the following table:


	Three months ended March 31,						Three months ended March 31,
	2021			2020			2022			2021
	(in millions)						(in millions)
Net cash provided by (used in):
Operating activities	$	(19	)	$	(70	)	$	86		$	(19	)
Investing activities		(10	)		(20	)		(14	)		(10	)
Financing activities		287			570			(10	)		287

During the three months ended March 31, 2022, our primary use of cash was financing activities (including payment of withholding taxes on net share settlements of our equity awards of $8 million), and investing activities (including capital expenditures incurred during the three months ended March 31, 2022 of $14 million). This use of cash was funded with cash and cash equivalents, and operating cash flow.

During the three months ended March 31, 2021, our primary use of cash was from operations, financing activities (including payment of withholding taxes on net share settlements of our equity awards of $23 million and purchase of the Capped Calls of $35 million), and investing activities (including capital expenditures incurred during the three months ended March 31, 2021 of $10 million). This use of cash was funded primarily with cash ~~on hand~~ and cash equivalents, and financing activities, which includes $340 million of proceeds from the issuance of our 2026 Senior Notes, net of financing costs.

During the three months ended March 31, 2020, our primary use of cash was from operations, financing activities (including repurchases of our outstanding common stock at an aggregate cost of $115 million under our existing share repurchase program and payment of withholding taxes on net share settlements of our equity awards of $14 million), and investing activities (including capital expenditures incurred during the three months ended March 31, 2020 of $20 million). This use of cash was funded primarily with cash on hand and cash equivalents, and financing activities, which included $700 million in borrowings from our 2015 Credit Facility during the quarter.

Net cash ~~used in~~provided by operating activities for the three months ended March 31, ~~2021, decreased~~2022, increased by ~~$51~~$105 million when compared to the same period in ~~2020,~~2021, primarily due to a decrease in ~~use~~net losses of $46 million and an increase in working capital of ~~$143~~$50 million, primarily driven by ~~working capital inflows largely due to~~an increase in deferred merchant payables and deferred revenue reflecting the cash received from travelers ~~exceeding~~due to an increase in experiences bookings which exceeded our payments to traveler ~~suppliers related to deferred merchant payables for experiences, tours and rentals,~~suppliers, partially offset by an increase in ~~net losses~~accounts receivable across the business, all largely reflective of ~~$64 million,~~the increasing consumer demand for travel activities during the first quarter of 2022, in addition to timing of vendor payments and collection of receivables, as well as, and to a lesser extent, an increase in non-cash items of ~~$28~~$9 million which iswas primarily due to an increase in deferred income tax ~~benefits.~~benefits, partially offset by a decrease in stock-based compensation expense.

Net cash used in investing activities for the three months ended March 31, ~~2021 decreased~~2022 increased by ~~$10~~$4 million when compared to the same period in ~~2020,~~2021, due to ~~a decrease~~an increase in capital expenditures in ~~response to cost-reduction measures across~~ the ~~business in response to COVID-19.~~business.

Net cash provided by financing activities for the three months ended March 31, ~~2021~~2022 decreased by ~~$283~~$297 million when compared to the same period in ~~2020,~~2021, primarily due to borrowings on our 2015 Credit Facility of $700 million and cash used to purchase shares of our common stock under our share repurchase program of $115 million during the three months ended March 31, 2020, which did

~~not reoccur in 2021, and~~ proceeds received from the issuance of our 2026 Senior Notes of $340 million, net of financing costs, partially offset by payments of $35 million for the Capped Calls in connection with our 2026 Senior ~~Notes.~~Notes during three months ended March 31, 2021, both of which did not reoccur in 2022.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

As of March 31, 2021, with the exception of the issuance of the 2026 Senior Notes, resulting in an additional $345 million in long-term debt due in April 2026, including semi-annual interest payments with an interest rate of 0.25% per annum, as discussed above, thereThere have been no material changes outside the normal course of business to our contractual obligations and commercial commitments since December 31, ~~2020.~~

2021. As of March 31, ~~2021,~~2022, other than our contractual obligations and commercial commitments, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC. Refer to “Liquidity and Capital Resources” in Part II, Item 7. —Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for a discussion of our contractual obligations and commercial commitments.

~~Contingencies~~

Contingencies

In the ordinary course of business, we are party to legal, regulatory and ~~legal~~administrative matters, including threats thereof, arising out of or in connection with our operations. These matters may involve claims involving patent and other intellectual property rights (including privacy, alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition, consumer matters and data privacy), defamation and reputational claims. Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred; and (ii) the amount of the loss can be reasonably estimated and is material, we record the estimated loss in our consolidated statements of operations. We provide disclosures in the notes to the consolidated financial statements for loss contingencies that do not meet both of these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial

statements. We base accruals on the best information available at the time which can be highly subjective. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of these matters will have a material adverse effect on our business. However, the final outcome of these matters could vary significantly from our estimates. Finally, there may be claims or actions pending or threatened against us of which we are currently not aware and the ultimate disposition of which could have a material adverse effect on us.

We are also under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and non-income tax matters. We have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical income tax provisions and accruals. The results of an audit could have a material effect on our financial position, results of operations, or cash flows in the period for which that determination is made.

By virtue of consolidated income tax returns previously filed with Expedia, we are currently under an IRS audit for the 2009, 2010 and short-period 2011 tax years. We are separately under examination by the IRS for the short-period 2011, 2012 through 2016, and 2018 ~~tax years, under an employment tax audit by the IRS for the 2015 through 2017~~ tax years, and have various ongoing audits for foreign and state income tax returns. These audits include questioning of the timing and the amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2009. As of March 31, ~~2021,~~2022, no material assessments have resulted, except as noted below regarding our 2009, 2010, and 2011 IRS audit with Expedia and our 2012 through 2016 standalone IRS audit.

In January 2017 and April 2019, as part of the IRS audit of Expedia, we received Notices of Proposed Adjustment from the IRS for the 2009, 2010, and 2011 tax years. Subsequently, in September 2019, as part of Tripadvisor’s standalone audit, we received Notices of Proposed Adjustment from the IRS for the 2012 and 2013 tax years, and in August 2020, we received Notices of Proposed Adjustments from the IRS for the 2014, 2015 and 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries, and would result in an increase to our worldwide income tax expense in an estimated range of ~~$95~~$100 million to ~~$105~~$110 million at the close of the audit if the IRS prevails. The estimated range takes into consideration competent authority relief and transition tax regulations, and is exclusive of deferred tax consequences and interest expense, which would be significant. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for 2009 through 2016 transactions, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we would be subject to

significant additional tax liabilities. We have requested competent authority assistance under MAP for tax years 2009 through 2016. We expect the competent authorities to present a resolution for the 2009 through 2011 tax years in the near future. Upon receipt, we will assess the resolution provided by the competent authorities as well as its impact on our existing income tax reserves for all subsequent years which remain open.

In January 2021, we received an issue closure notice relating to adjustments for 2012 through 2016 tax years from HMRC. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries and would result in an increase to our worldwide income tax expense in an estimated range of $45 million to $55 million, exclusive of interest expense, at the close of the audit if HMRC prevails. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable.

Over the last several years, The Organization for Economic Cooperation and Development (“OECD”) has been working on a Base Erosion and Profit Shifting Project ~~and issued the Action 1 report in 2015~~ to address the tax challenges arising from digitalization. ~~Since then, the~~The OECD/G20 Inclusive Framework has issued various guidelines, policy notes, and proposals that if adopted could result in an overhaul of the international taxation system under which our current tax obligations are determined. In October 2021, more than 130 countries tentatively signed on to a framework, expected to be implemented in 2023, which calls for a minimum tax rate on corporations of 15% and a reallocation of profits from the largest and most profitable businesses to countries where they make sales. The proposed framework, once enacted, envisages new international tax rules and the removal of all digital services taxes. As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations is uncertain. As the OECD/G20 ~~Inclusive Framework drives~~continues to drive toward a consensus ~~long-term solution,~~framework, several countries which have ~~introduced~~previously enacted unilateral digital ~~service~~services tax initiatives, ~~which impose new types of non-income taxes, including taxes based on a percentage of revenue. The Company is monitoring certain U.S. states and countries in which we do business,~~ such as France, Italy, Spain, and the U.K., ~~which have enacted or proposed similar~~will continue to impose these revenue-based taxes ~~that will be applicable or are likely to be applicable going forward.~~until implementation of the consensus framework. During the three months ended March 31, ~~2021,~~2022, we recorded $1 million of digital service tax ~~recorded~~to general and administrative expense on our unaudited condensed consolidated statement of operations, ~~was not material,~~ while this amount was ~~$1 million for~~not material during the three months ended March 31, 2020; however, we continue to assess the financial impact of new laws relating to digital services and taxation. Further, as additional U.S. states and countries introduce unilateral measures we will continue to monitor developments and determine the financial impact of these initiatives2021.

Due to the ~~Company.~~

Asone-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and profits in 2017, as a result of the 2017 Tax Act, ~~foreign~~the majority of previously unremitted earnings ~~may now generally be repatriated back~~have been subjected to ~~the U.S. without incurring~~ U.S. federal income tax. ~~Historically, we have asserted~~To the extent future distributions from these subsidiaries will be taxable, a deferred income tax liability has been accrued on our ~~intention to indefinitely reinvest the cumulative undistributed earnings~~unaudited condensed consolidated balance sheet, which was not material as of our foreign subsidiaries. In response to increased cash requirements in the U.S. related to our declaration of a special cash dividend and other strategic initiatives during the fourth quarter of 2019, we determined that we no longer consider all of these foreign earnings to be indefinitely reinvested.March 31, 2022. As of March 31, ~~2021, $324~~2022, $446 million of our cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested. As of March 31, 2021, we maintained a deferred income tax liability on our unaudited condensed consolidated balance sheet, which was not material, for the U.S. state income tax and foreign withholding tax liabilities on the cumulative undistributed foreign earnings that we no longer consider indefinitely reinvested. We intend to indefinitely reinvest $118 million of these foreign earnings in our non-US subsidiaries, which determination of any related unrecognized deferred income tax liability is not practicable.

Refer to “Note 6: 7: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q for further information on potential tax contingencies, including current audits by the IRS and various other domestic and foreign tax authorities, and other income tax and non-income tax matters.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our market risk profile during the three months ended March 31, ~~2021~~2022 since December 31, ~~2020.~~2021. For a discussion of current market conditions and impacts on the Company’s financials resulting from the COVID-19 pandemic, refer to “Note 1: Business Description and Basis of Presentation” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form 10-Q, and for further information, Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations,” and to Part II, Item 1A, "Risk Factors”. For additional information about our market risk profile, refer to “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A. in Part II of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Market risk refers to the risk of loss arising from adverse changes in stock prices, interest rates and foreign currency exchange rates. We are exposed to market risks primarily due to our international operations, our ongoing investment and financial activities, as well as changes in economic conditions in all significant markets in which we operate which has been heightened during the ~~COVID~~-19 ~~pandemic~~.COVID-19 pandemic. The risk of loss can be assessed from the perspective of adverse changes in our future earnings, cash flows, fair values of our assets, and financial condition. Our exposure to market risk, at any point in time, may include risk, including to any borrowings under our ~~2015~~ Credit Facility, ~~and any related borrowings,~~ or outstanding debt related to our 2025 Senior Notes and 2026 Senior Notes, derivative instruments, capped calls, cash and cash equivalents, ~~short term~~short-term and ~~long term~~long-term marketable securities, if any, accounts receivable, intercompany receivables/payables, accounts payable, ~~and~~ deferred merchant payables and other balances and transactions denominated in foreign currencies. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage and attempt to mitigate our exposure to such risks.

We expect that we will continue to increase our operations internationally as, or when, COVID-19 restrictions are fully lifted and international markets ~~begin~~continue to reopen. Our exposure to potentially volatile movements in foreign currency exchange rates will increase as we ~~begin to~~ increase our operations in these international markets. The economic impact to us of foreign currency exchange rate movements is linked to variability in real growth, inflation, interest rates, governmental actions, and other factors. These changes, if material, could cause us to adjust our foreign currency risk strategies. For example, Brexit (pursuant to which the United Kingdom ceased to be a member of the European Union) has caused volatility in currency exchange rates, ~~especially~~including between the U.S. dollar and the British pound. ~~The U.K. ceased to be a member of the European Union (“E.U.”) on January 31, 2020 and~~Although, the U.K. and E.U. finalized the terms of the departure on December 24, ~~2020; however,~~2020, certain decisions still need to be made on financial services, among others, and disputes may lead to tariffs being imposed on some goods in the future. Continued uncertainty regarding our international operations and U.K. and E.U. relations may result in future currency exchange rate volatility which may impact our business and results of operations. In addition, the geopolitical tensions resulting from Russia’s invasion of Ukraine, including increased cyberattacks, military conflicts and sanctions may result in additional financial volatility that may adversely affect our results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, ~~2021,~~2022, our management, with the participation of our Chief Executive Officer and President and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer concluded that, as of March 31, ~~2021,~~2022, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s, or the SEC’s, rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our Chief Executive Officer and President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Refer to Part I, Item ~~1A.,~~1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 for a description of the risks and uncertainties which could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock. In addition to our discussion in the Annual Report, as well as our unaudited condensed consolidated financial statements and the related notes, management’s discussion and analysis of financial condition and results of operations, and other sections of this report, we have provided below additional risk factors regarding the 2026 Senior Notes. The risks and uncertainties described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also impair our business, results of operations or financial condition.

~~We are subject to risks relating to our~~ ~~2026 Senior Notes~~.

During the ~~first~~ quarter ~~of 2021, we adopted new~~ accounting guidance issued by the FASB which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separatelyended March 31, 2022, there have been no material changes in our risk factors from the primary contract. The new accounting guidance requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new accounting guidance, among other things, requires an entity to use the if-converted methodthose disclosed in ~~the diluted earnings per share calculation for convertible instruments.~~ Under the if-converted method, diluted earnings per share would generally be calculated assuming that all the notes were exchanged solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reducePart 1, Item 1A., “Risk Factors” in our ~~reported diluted earnings per share, if any.~~

Furthermore, if any of the conditions to the conversion of the 2026 Senior Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2026 Senior Notes as a current, rather than a long-term, liability. This reclassification could be required even if no noteholders exchange their 2026 Senior Notes and could materially reduce our reported working capital.

~~Holders of our 2026 Senior Notes may convert the 2026 Senior Notes after the occurrence of certain dates or events. Refer to “Note 5:~~ ~~Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly~~Annual Report on Form ~~10-Q~~10-K for ~~further information on our 2026 Senior Notes. Settlement of~~ the ~~2026 Senior Notes could adversely affect our liquidity.~~fiscal year ended December 31, 2021.

~~We are subject to risks relating to the Capped Calls.~~

In connection with the 2026 Senior Notes, we entered into privately negotiated Capped Calls to reduce potential dilution to our common stock and/or offset cash payments we must make in excess of the principal amount, in each case, upon any conversion of Senior Notes, with such offset subject to a cap.

We are subject to the risk that one or more of the hedge counterparties may default under the Capped Call. If any of the hedge counterparties become subject to insolvency proceedings, we will become an unsecured creditor with a claim equal to our exposure at that time under our transactions with such counterparties. Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in the market price and in the volatility of our common stock. In addition, upon a default by a hedge counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

During the quarter ended March 31, ~~2021,~~2022, we did not issue or sell any shares of our common stock, Class B common stock or other equity securities pursuant to unregistered transactions in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended. ~~In March 2021, the Company completed the sale of $345 million in 2026 Senior Notes. Refer to “Note 5:~~ ~~Debt” in the notes to the unaudited condensed consolidated financial statements in Item 1 on this Quarterly Report on Form 10-Q for information about our 2026 Senior Notes.~~

Share Repurchases

During the quarter ended March 31, ~~2021,~~2022, we did not repurchase any shares of our common stock under our existing share repurchase ~~program~~.program. As of March 31, ~~2021~~,2022, we had $75 million remaining available to repurchase shares of our common stock under our previously authorized share repurchase program.

While the Board of Directors has not suspended or terminated the share repurchase program, the terms of our ~~2015~~ Credit ~~Facility~~Agreement limit the Company from engaging in share repurchases and the terms of our 2025 Indenture related to our 2025 Senior Notes impose certain limitations and restrictions on share ~~repurchases.~~repurchases. Refer to “Note 5: 6: Debt” in the notes to the unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report on Form ~~10-K~~10-Q for further information about our ~~2015~~ Credit ~~Facility~~Agreement and our 2025 ~~Indenture.~~Indenture.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not Applicable.

Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Exhibit



Filed


Incorporated by Reference
No.

Exhibit Description

Herewith


Form

SEC File No.

Exhibit

Filing Date

4.1


Indenture, dated as of March 25, 2021, by and among Tripadvisor, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.


8-K

001-35362

4.1

3/25/21
4.2

Form of 0.250% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1).

8-K

001-35362

4.1

3/25/21
10.1

Form of Capped Call Confirmation.

8-K

001-35362

10.1

3/25/21

10.2+


Form of Option Agreement (Domestic)


X

10.3+


Form of Option Agreement (International)

X

10.4+


Form of Restricted Stock Unit Agreement (Domestic)

X

10.5+


Form of Restricted Stock Unit Agreement (International)

X

10.6+


Form of Restricted Stock Unit Agreement (French)

X

10.7+

Employment Agreement, dated as of March 29, 2021, between Tripadvisor, LLC and Seth Kalvert

X

10.8+

Offer Letter, dated as of September 14, 2018, between Tripadvisor, LLC and Lindsay Nelson

X

10.9+

Offer Letter, dated as of February 13, 2019, between Tripadvisor, LLC and Kanika Soni

X

31.1


Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


X

31.2


Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


X









32.1


Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


X









32.2


Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


X









101.INS

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X

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

X

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Inline XBRL Taxonomy Extension Calculation Linkbase Document.

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Inline XBRL Taxonomy Extension Definition Linkbase Document.

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Inline XBRL Taxonomy Extension Label Linkbase Document.

X

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104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

X

Exhibit

Filed

Incorporated by Reference

No.

Exhibit Description

Herewith

Form

SEC File No.

Exhibit

Filing Date

10.1+

RSU Agreement (Time-Based) between Stephen Kaufer and Tripadvisor, Inc. dated as of December 31, 2021

10.2+

Option Agreement (Domestic) between Stephen Kaufer and Tripadvisor, Inc. dated as of December 31, 2021

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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+ Indicates a management contract or a compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Tripadvisor, Inc.
~~By:~~By		/s/ Ernst Teunissen
		Ernst Teunissen
		Chief Financial Officer

~~By:~~By		/s/ Geoffrey Gouvalaris
		Geoffrey Gouvalaris
		Chief Accounting Officer

May ~~6, 2021~~4, 2022

4944


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock	TRIP	Nasdaq


Class		Outstanding Shares at April ~~30, 2021~~28, 2022
Common Stock, $0.001 par value per share		~~124,109,641~~126,819,417 shares
Class B common stock, $0.001 par value per share		12,799,999 shares


		Page
Part I—Financial Information
Item 1. Unaudited Condensed Financial Statements
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021		3
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021		4
Unaudited Condensed Consolidated Balance Sheets at March 31, ~~2021~~2022 and December 31, ~~2020~~2021		5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021		6
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021		7
Notes to Unaudited Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2625
Item 3. Quantitative and Qualitative Disclosures about Market Risk		4441
Item 4. Controls and Procedures		4541
Part II—Other Information
Item 1. Legal Proceedings		4542
Item 1A. Risk Factors		4642
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4642
Item 3. Defaults Upon Senior Securities		4742
Item 4. Mine Safety Disclosures		4743
Item 5. Other Information		4743
Item 6. Exhibits		4843
Signatures		4944


	March 31,			December 31,			March 31,			December 31,
		2021			2020		2022			2021
ASSETS
Current assets:
Cash and cash equivalents (Note 4)	$	674		$	418		$	781		$	723
Accounts receivable and contract assets, net of allowance for credit losses of $34 and $33, respectively (Note 3)		97			83
Income taxes receivable		50			50
Accounts receivable and contract assets, net of allowance for credit losses of $29 and $28, respectively (Note 3)								180			142
Income taxes receivable (Note 7)								49			49
Prepaid expenses and other current assets		24			22			33			26
Total current assets		845			573			1,043			940
Property and equipment, net of accumulated depreciation of $398 and $386, respectively		229			240
Property and equipment, net of accumulated depreciation of $481 and $460, respectively								209			215
Operating lease right-of-use assets		50			54			39			42
Intangible assets, net of accumulated amortization of $208 and $206, respectively		80			86
Intangible assets, net of accumulated amortization of $204 and $202, respectively								62			65
Goodwill		852			862			839			843
Non-marketable investments (Note 4)		39			40			36			36
Deferred income taxes, net		33			10			54			54
Other long-term assets, net of allowance for credit losses of $5 and $5, respectively		104			104
Other long-term assets, net of allowance for credit losses of $10 and $10, respectively								90			94
TOTAL ASSETS	$	2,232		$	1,969		$	2,372		$	2,289

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	13		$	18		$	12		$	27
Deferred merchant payables		71			36			197			113
Deferred revenue (Note 3)		38			28			59			36
Accrued expenses and other current liabilities		155			160
Accrued expenses and other current liabilities (Note 5)								199			181
Total current liabilities		277			242			467			357
Long-term debt (Note 5)		831			491
Long-term debt (Note 6)								834			833
Finance lease obligation, net of current portion		70			71			63			65
Operating lease liabilities, net of current portion		41			46			25			29
Deferred income taxes, net		2			10			1			1
Other long-term liabilities		226			223			215			215
Total Liabilities		1,447			1,083			1,605			1,500

Commitments and contingencies (Note 7)
Stockholders’ equity: (Note 9)
Preferred stock, $0.001 par value		―			―
Commitments and contingencies (Note 8)
Stockholders’ equity: (Note 10)
Preferred stock, $0.001 par value								0			0
Authorized shares: 100,000,000
Shares issued and outstanding: 0 and 0
Common stock, $0.001 par value		―			―
Common stock, $0.001 par value								0			0
Authorized shares: 1,600,000,000
Shares issued: 142,914,851 and 140,775,221, respectively
Shares outstanding: 124,070,237 and 121,930,607, respectively
Class B common stock, $0.001 par value		―			―
Shares issued: 145,636,700 and 144,656,649, respectively
Shares outstanding: 126,792,086 and 125,812,035, respectively
Class B common stock, $0.001 par value								0			0
Authorized shares: 400,000,000
Shares issued and outstanding: 12,799,999 and 12,799,999, respectively
Shares issued and outstanding: 12,799,999 and 12,799,999, respectively
Additional paid-in capital		1,244			1,253			1,342			1,326
Retained earnings		309			389			207			241
Accumulated other comprehensive income (loss)		(46	)		(34	)		(60	)		(56	)
Treasury stock-common stock, at cost, 18,844,614 and 18,844,614 shares, respectively		(722	)		(722	)		(722	)		(722	)
Total Stockholders’ Equity		785			886			767			789
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,232		$	1,969		$	2,372		$	2,289


																																										Three months ended March 31, 2022
																																																																		Accumulated
																																																		Class B								Additional								other
																																										Common stock								common stock								paid-in				Retained				comprehensive				Treasury Stock
																																										Shares				Amount				Shares				Amount				capital				earnings				income (loss)				Shares				Amount				Total
Balance as of December 31, 2021																																											144,656,649			$	—				12,799,999			$	—			$	1,326			$	241			$	(56	)			(18,844,614	)		$	(722	)		$	789
Net income (loss)																																																															(34	)															(34	)
Other comprehensive income (loss), net of tax																																																																			(4	)											(4	)
Issuance of common stock related to exercises of options and vesting of RSUs																																											980,051				—												—																				—
Withholding taxes on net share settlements of equity awards																																																											(8	)																			(8	)
Stock-based compensation																																																											24																				24
Balance as of March 31, 2022																																											145,636,700			$	—				12,799,999			$	—			$	1,342			$	207			$	(60	)			(18,844,614	)		$	(722	)		$	767

		Three months ended March 31, 2021																																														Three months ended March 31, 2021
																														Accumulated																																																					Accumulated
										Class B								Additional												other																																						Class B								Additional							other
		Common stock								common stock								paid-in						Retained						comprehensive						Treasury Stock																								Common stock								common stock								paid-in				Retained			comprehensive			Treasury Stock
		Shares				Amount				Shares				Amount				capital						earnings						income (loss)						Shares								Amount								Total								Shares				Amount				Shares				Amount				capital				earnings			income (loss)			Shares			Amount			Total
Balance as of December 31, 2020	Balance as of December 31, 2020			140,775,221		$		—				12,799,999		$		—		$		1,253				$		389				$		(34		)				(18,844,614		)				$		(722		)				$		886							140,775,221			$	—				12,799,999			$	—			$	1,253			$	389		$	(34	)		(18,844,614	)	$	(722	)	$	886
Net income (loss)	Net income (loss)																									(80		)																										(80		)																									(80	)											(80	)
Other comprehensive loss																																(12		)																				(12		)
Other comprehensive income (loss), net of tax																																																																			(12	)											(12	)
Issuance of common stock related to exercises of options and vesting of RSUs	Issuance of common stock related to exercises of options and vesting of RSUs			2,139,630				―												7																																		7							2,139,630				—												7																7
Purchase of capped calls, net of tax of $9 million (Note 5)																				(26		)																																(26		)
Purchase of capped calls, net of tax of $9 million (Note 6)																																																											(26	)																			(26	)
Withholding taxes on net share settlements of equity awards	Withholding taxes on net share settlements of equity awards																			(23		)																																(23		)																					(23	)															(23	)
Stock-based compensation	Stock-based compensation																			33																																		33																							33																33
Balance as of March 31, 2021	Balance as of March 31, 2021			142,914,851		$		—				12,799,999		$		—		$		1,244				$		309				$		(46		)				(18,844,614		)				$		(722		)				$		785							142,914,851			$	—				12,799,999			$	—			$	1,244			$	309		$	(46	)		(18,844,614	)	$	(722	)	$	785
		Three months ended March 31, 2020
																															Accumulated
											Class B								Additional												other
			Common stock								common stock								paid-in						Retained						comprehensive						Treasury Stock
			Shares				Amount				Shares				Amount				capital						earnings						income (loss)						Shares								Amount								Total
Balance as of December 31, 2019					138,698,307		$		—				12,799,999		$		—		$		1,150				$		681				$		(63		)				(14,116,534		)				$		(607		)				$		1,161
Net income (loss)																											(16		)																										(16		)
Cumulative effect adjustment from adoption of new accounting guidance																											(3		)																										(3		)
Other comprehensive loss																																	(17		)																				(17		)
Issuance of common stock related to exercises of options and vesting of RSUs					1,411,374				―												―																																		―
Repurchase of common stock (Note 9)																																							(4,707,450		)						(115		)						(115		)
Withholding taxes on net share settlements of equity awards																					(14		)																																(14		)
Stock-based compensation																					31																																		31
Balance as of March 31, 2020					140,109,681		$		—				12,799,999		$		—		$		1,167				$		662				$		(80		)				(18,823,984		)				$		(722		)				$		1,027

March 31, 2022

December 31, 2021

(in millions)

Foreign currency exchange-forward contracts (1)(2)