TripAdvisor(TRIP) - 2025 Q2 - Quarterly Report

Part I—Financial Information Item 1. Unaudited Condensed Consolidated Financial Statements This chapter presents Tripadvisor's unaudited condensed consolidated financial statements as of June 30, 2025, and December 31, 2024, detailing financial performance, condition, accounting policies, and significant transactions Unaudited Condensed Consolidated Statements of Operations This section provides key operating data from the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025, and 2024 Key Operating Data (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 529 | 497 | 927 | 892 | | Cost of Sales | 42 | 40 | 68 | 64 | | Marketing | 218 | 204 | 389 | 366 | | Personnel Expenses | 149 | 153 | 293 | 303 | | Technology | 25 | 22 | 48 | 44 | | General & Admin | 13 | 21 | 31 | 50 | | Depreciation & Amortization | 23 | 21 | 44 | 42 | | Restructuring & Other Related Costs | — | — | 10 | 1 | | Operating Income (Loss) | 59 | 36 | 44 | 22 | | Net Income (Loss) | 36 | 24 | 25 | (35) | | Basic EPS | 0.29 | 0.17 | 0.19 | (0.25) | | Diluted EPS | 0.28 | 0.17 | 0.19 | (0.25) | Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) This section presents key comprehensive income (loss) data for the three and six months ended June 30, 2025, and 2024, including net income (loss) and foreign currency translation adjustments Key Comprehensive Income (Loss) Data (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Net Income (Loss) | 36 | 24 | 25 | (35) | | Foreign Currency Translation Adjustment | 29 | — | 45 | (10) | | Comprehensive Income (Loss) | 65 | 24 | 70 | (42) | Unaudited Condensed Consolidated Balance Sheets This section details key balance sheet data as of June 30, 2025, and December 31, 2024, including assets, liabilities, and stockholders' equity Key Balance Sheet Data (As of June 30 and December 31) | Metric (million USD) | June 30, 2025 | December 31, 2024 | | :------------------- | :------------ | :---------------- | | Assets | | | | Cash & Cash Equivalents | 1,212 | 1,064 | | Accounts Receivable, Net | 284 | 207 | | Total Current Assets | 1,547 | 1,320 | | Property & Equipment, Net | 214 | 200 | | Goodwill | 843 | 814 | | Total Assets | 2,867 | 2,561 | | Liabilities & Stockholders' Equity | | | | Accounts Payable | 80 | 49 | | Deferred Merchant Payables | 473 | 255 | | Deferred Revenue | 85 | 47 | | Short-Term Debt | 353 | 5 | | Total Current Liabilities | 1,249 | 628 | | Long-Term Debt | 822 | 831 | | Total Liabilities | 2,240 | 1,618 | | Total Stockholders' Equity | 627 | 943 | | Total Liabilities & Stockholders' Equity | 2,867 | 2,561 | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity This section outlines the changes in stockholders' equity, including net income, other comprehensive income, and share repurchase activities, for the six months ended June 30, 2025, and 2024 - As of June 30, 2025, total stockholders' equity was $627 million, a decrease from $943 million as of December 31, 2024, primarily due to net income of $25 million, other comprehensive income of $45 million, and a $1,284 million reduction in additional paid-in capital and treasury stock related to the LTRIP merger, with no net impact on total stockholders' equity[12][15] - The company repurchased approximately 2.8 million shares of common stock totaling $40 million in Q2 2025 and canceled approximately 53.1 million treasury shares on April 29, 2025, including 26.8 million shares related to the LTRIP merger, with a total book value of approximately $1.3 billion[13][15][122] Unaudited Condensed Consolidated Cash Flows This section presents key cash flow data from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Key Cash Flow Data (Six Months Ended June 30) | Metric (million USD) | June 30, 2025 | June 30, 2024 | | :------------------- | :------------ | :------------ | | Net Cash from Operating Activities | 304 | 190 | | Net Cash from Investing Activities | (46) | (31) | | Net Cash from Financing Activities | (130) | (43) | | Cash & Cash Equivalents, End of Period | 1,212 | 1,176 | - Operating cash flow increased by $114 million in the first six months of 2025, driven by improved net loss and increased working capital[245] - Investing cash outflow increased by $15 million, primarily due to capital investments in technology and office space[246] - Financing cash outflow increased by $87 million, mainly due to common stock repurchases, including $411 million related to the LTRIP merger, partially offset by $341 million in Term Loan B financing[247] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, explaining accounting policies, financial instruments, debt, income taxes, and other significant financial disclosures NOTE 1: BASIS OF PRESENTATION This note details Tripadvisor Group's business description, the basis of presentation for consolidated financial statements, revised operating expense presentation, the LTRIP merger agreement, reincorporation to Nevada, and business risks, accounting estimates, and seasonality - Tripadvisor Group operates through three business segments: Brand Tripadvisor, Viator, and TheFork, offering travel guidance products and services, and two-sided marketplaces for experiences, accommodations, and restaurants[20] - The company completed its merger with LTRIP on April 29, 2025, for a total transaction value of $437 million, repurchasing approximately 26.8 million shares of common stock and Class B common stock held by LTRIP[33][36] - The company revised its operating expense presentation to better align with management's performance assessment and strategic decision-making, without altering reported revenue, total costs and expenses, operating income (loss), or net income (loss)[26] - The company's business is seasonal, with the second and third quarters typically performing best, and is influenced by economic uncertainty, market volatility, inflation, consumer spending patterns, natural disasters, public health events, and geopolitical conflicts[39][40][42] NOTE 2: SIGNIFICANT ACCOUNTING POLICIES This note outlines accounting policies that have not significantly changed since December 31, 2024, details the accounting treatment for treasury stock cancellations, and discusses the potential impact of recently adopted and unadopted accounting standards - Upon treasury stock cancellation, the book value reduces common stock (at par value) and additional paid-in capital, with any excess reducing retained earnings[44] - FASB issued new accounting standards in December 2023, effective for annual periods beginning in 2025, requiring additional information in income tax rate reconciliation and income taxes paid disclosures[45] - FASB issued new accounting standards in November 2024, effective for annual reporting periods beginning in 2025 and 2026, clarifying accounting for convertible debt instrument settlements and expanding disclosure requirements for certain income statement expenses[46][47] NOTE 3: REVENUE RECOGNITION This note explains the company's revenue recognition policies, which have not significantly changed since December 31, 2024, provides a disaggregation of revenue by major product/source, and details changes in deferred revenue Disaggregated Revenue (Three/Six Months Ended June 30) | Major Product/Revenue Source (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--------------------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Brand Tripadvisor | 242 | 250 | 461 | 490 | | Viator | 270 | 244 | 426 | 385 | | TheFork | 54 | 42 | 101 | 83 | | Intersegment Eliminations | (37) | (39) | (61) | (66) | | Total Revenue | 529 | 497 | 927 | 892 | - Deferred revenue was $47 million as of January 1, 2025, with $37 million recognized as revenue in the first six months of 2025, primarily due to timing differences between customer payments and performance obligation fulfillment[52] NOTE 4: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS This note details the fair value measurement methods for the company's financial instruments, including cash and cash equivalents, derivative financial instruments, net accounts receivable, and debt, also disclosing credit risk concentration and accounting for non-marketable investments and long-term assets Fair Value of Cash & Cash Equivalents (As of June 30 and December 31) | Metric (million USD) | June 30, 2025 | December 31, 2024 | | :------------------- | :------------ | :---------------- | | Cash | 874 | 742 | | Money Market Funds | 324 | 322 | | Time Deposits | 14 | — | | Total | 1,212 | 1,064 | - The company primarily uses forward contracts to mitigate the impact of Euro-to-USD exchange rate fluctuations on cash flows, which are not designated as hedging instruments and typically mature within 90 days, resulting in a $2 million net loss from these contracts in the first six months of 2025[59] - The company faces customer concentration risk with Booking Holdings Inc. and Expedia Group, Inc., which collectively accounted for approximately 22% of consolidated revenue in 2024, primarily within the Brand Tripadvisor segment[68] Fair Value of Debt (As of June 30 and December 31) | Debt Type (million USD) | June 30, 2025 Carrying Value | June 30, 2025 Fair Value | December 31, 2024 Carrying Value | December 31, 2024 Fair Value | | :-------------------- | :--------------------------- | :----------------------- | :------------------------------- | :--------------------------- | | 2026 Senior Notes | 344 | 332 | 343 | 323 | | Term Loan B | 831 | 844 | 493 | 504 | NOTE 5: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES This note presents the composition of accrued expenses and other current liabilities as of June 30, 2025, and December 31, 2024, and details the incurrence and payment of restructuring and other related reorganization costs Accrued Expenses & Other Current Liabilities (As of June 30 and December 31) | Metric (million USD) | June 30, 2025 | December 31, 2024 | | :------------------- | :------------ | :---------------- | | Accrued Salaries, Bonuses & Other Employee Benefits | 55 | 74 | | Accrued Marketing Costs | 89 | 67 | | Non-Income Tax Payables | 8 | 18 | | Accrued Legal Contingencies | 6 | 10 | | Restructuring & Other Related Reorganization Costs | 3 | 5 | | Other | 62 | 62 | | Total | 237 | 249 | - In Q4 2024, the company initiated restructuring actions to reduce costs, improve operational efficiency, and adjust its workforce, resulting in $10 million of pre-tax restructuring and other related reorganization costs in the first six months of 2025, primarily for employee severance and related benefits[77] NOTE 6: DEBT This note provides detailed disclosures on the company's outstanding debt composition as of June 30, 2025, and December 31, 2024, including short-term and long-term debt, and describes the terms and changes of its credit agreement, revolving credit facility, Term Loan B, and 2026 Senior Notes Outstanding Debt (As of June 30 and December 31) | Debt Type (million USD) | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Short-Term Debt | | | | Term Loan B | 9 | 5 | | 2026 Convertible Senior Notes | 345 | — | | Unamortized Debt Issuance Costs | (1) | — | | Total Short-Term Debt | 353 | 5 | | Long-Term Debt | | | | Term Loan B | 836 | 494 | | 2026 Convertible Senior Notes | — | 345 | | Unamortized Debt Issuance Costs | (14) | (8) | | Total Long-Term Debt | 822 | 831 | - The company increased its existing Term Loan B facility by $350 million on March 20, 2025, for repurchasing, repaying, or redeeming the 2026 Senior Notes and for general corporate purposes, with an interest rate of 7.08% as of June 30, 2025[85] - The third amendment to the credit agreement suspended the conditional maturity date if the company and its restricted subsidiaries' unrestricted cash less deferred merchant payables is at least $500 million[81] NOTE 7: INCOME TAXES This note provides detailed information on the company's income tax expense and effective tax rate, explaining differences from the U.S. federal statutory rate, and discloses significant income tax matters and potential contingencies related to IRS and HMRC audits Income Tax Expense (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Income Tax Expense | 11 | 14 | 2 | 57 | - The lower income tax expense in the first six months of 2025 was primarily due to a $11 million deferred tax benefit recorded in Q1 2025 for the release of income tax reserves as the statute of limitations for U.S. federal tax years 2014-2016 expired[94][95] - The higher income tax expense in the first six months of 2024 was mainly due to a $45 million incremental income tax expense recorded in H1 2024 for an IRS audit settlement[93][98] - The company is currently under IRS examination for the 2018 tax year and faces HMRC audits for the 2012-2016 and 2017-2022 tax years, potentially leading to an additional tax liability of $25-35 million (excluding interest)[97][100] NOTE 8: COMMITMENTS AND CONTINGENCIES This note discloses the company's commitments and contingencies as of June 30, 2025, including legal, regulatory, and administrative matters, and potential losses related to income tax audits, with provisions made based on likelihood and estimability - The company faces legal, regulatory, and administrative matters in its ordinary course of business, including intellectual property, tax, regulatory compliance, contractual disputes, defamation, and personal injury claims[103] - As of June 30, 2025, the company accrued $6 million in accrued expenses and other current liabilities as an estimated settlement for a regulatory-related matter in its vacation rental business[105] - The company has recorded reserves for potential losses from income tax audits, but the final outcomes may differ materially from these estimates[104] NOTE 9: STOCK BASED AWARDS This note details the activity and valuation of stock options, restricted stock units (RSUs), performance stock units (PSUs), and market stock units (MSUs) under the company's equity incentive plans, along with related stock-based compensation expense and income tax effects Stock-Based Compensation Expense (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Total Stock-Based Compensation Expense | 29 | 34 | 57 | 61 | | Income Tax Benefit from Stock-Based Compensation | (5) | (7) | (10) | (12) | | Net Stock-Based Compensation Expense | 24 | 27 | 47 | 49 | - As of June 30, 2025, total unrecognized stock-based compensation cost was $270 million, expected to be recognized over a weighted-average period of 2.7 years[118] Restricted Stock Units (RSUs) Activity (As of June 30) | Metric (thousand shares) | December 31, 2024 Unvested RSUs | June 30, 2025 Unvested RSUs | | :----------------------- | :------------------------------ | :-------------------------- | | Number | 11,605 | 14,312 | | Grant Date Fair Value/Share | 23.47 | 19.17 | NOTE 10: STOCKHOLDERS' EQUITY This note details common stock repurchases under the company's share repurchase program and treasury stock repurchases and cancellations related to the LTRIP merger, clarifying their impact on stockholders' equity - The Board of Directors authorized a $250 million common stock repurchase program, under which the company repurchased approximately 2.8 million shares totaling $40 million in Q2 2025, with $160 million remaining available as of June 30, 2025[119][120] - On April 29, 2025, the company repurchased approximately 26.8 million shares of common stock and Class B common stock held by LTRIP for $437 million, and the Board approved the cancellation of approximately 53.1 million treasury shares with a book value of approximately $1.3 billion, resulting in no net impact on total stockholders' equity[121][122] NOTE 11: EARNINGS PER SHARE This note explains the calculation of basic and diluted earnings per share (EPS), provides a reconciliation of net income (loss) and weighted-average common shares used in the calculations, and clarifies the exclusion of anti-dilutive securities EPS Calculation (Three/Six Months Ended June 30) | Metric (million USD/thousand shares) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :--------------------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Net Income (Loss) for Basic EPS | 36 | 24 | 25 | (35) | | Net Income (Loss) for Diluted EPS | 36 | 24 | 26 | (35) | | Weighted-Average Shares for Basic EPS | 124,948 | 139,234 | 132,959 | 138,836 | | Weighted-Average Shares for Diluted EPS | 130,242 | 145,218 | 138,663 | 138,836 | | Basic EPS | 0.29 | 0.17 | 0.19 | (0.25) | | Diluted EPS | 0.28 | 0.17 | 0.19 | (0.25) | - Potential common shares from stock options, RSUs, and 2026 Senior Notes are excluded from diluted EPS calculations if they are anti-dilutive, such as approximately 12.2 million potential common shares excluded in the first six months of 2025 due to their anti-dilutive effect[123][126] NOTE 12: SEGMENT INFORMATION This note provides financial information for the company's three reportable segments (Brand Tripadvisor, Viator, and TheFork), including revenue, costs, and Adjusted EBITDA, explaining intersegment eliminations and how the CODM assesses segment performance - The company operates three reportable segments: Brand Tripadvisor, Viator, and TheFork, with Adjusted EBITDA serving as a key metric for measuring segment profitability[128] Segment Revenue and Adjusted EBITDA (Three/Six Months Ended June 30) | Metric (million USD) | Brand Tripadvisor (3 months) | Viator (3 months) | TheFork (3 months) | Total (3 months) | Brand Tripadvisor (6 months) | Viator (6 months) | TheFork (6 months) | Total (6 months) | | :------------------- | :--------------------------- | :---------------- | :----------------- | :--------------- | :--------------------------- | :---------------- | :----------------- | :--------------- | | External Revenue | 205 | 270 | 54 | 529 | 400 | 426 | 101 | 927 | | Adjusted EBITDA | 66 | 32 | 9 | 107 | 131 | 15 | 5 | 151 | | Adjusted EBITDA Margin | 27.3% | 11.9% | 16.2% | | 28.3% | 3.4% | 5.4% | | - Brand Tripadvisor segment revenue decreased by 6% in the first six months of 2025, with Adjusted EBITDA declining by 19%, primarily due to reduced media and advertising revenue and lower hotel metasearch revenue, alongside increased marketing costs[174][175] - Viator segment revenue grew by 11% in the first six months of 2025, with significantly improved Adjusted EBITDA, driven by increased bookings and a lower marketing cost-to-revenue ratio[189][190] - TheFork segment revenue increased by 21% in the first six months of 2025, with significantly improved Adjusted EBITDA, primarily due to increased bookings, higher adoption of advanced online booking software, and positive foreign exchange impacts[193][194][195] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This chapter provides management's discussion and analysis of the company's financial condition and operating results, covering business overview, strategy, industry trends, recent developments, key accounting policies, operating expense analysis, segment performance, liquidity, capital resources, and contingencies Overview This section provides an overview of Tripadvisor Group's mission, vision, and operational structure across its Brand Tripadvisor, Viator, and TheFork segments - Tripadvisor Group's mission is to connect people to share valuable experiences, with a vision to be the world's most trusted source for travel and experiences[140] - The company operates through Brand Tripadvisor, Viator, and TheFork, offering user-generated content, travel guidance, and booking services[140] - The Brand Tripadvisor platform features over 1 billion user reviews and opinions, covering more than 9 million experiences, accommodations, restaurants, airlines, and cruises[141] - Viator offers nearly 400,000 bookable tours, activities, and attractions from over 65,000 operators, while TheFork is Europe's leading online restaurant booking platform with approximately 55,000 partner restaurants[142][143] Our Business Strategy This section outlines the company's business strategy, focusing on enhancing user engagement, expanding market leadership, and driving profitable growth through organic investments and strategic acquisitions - Brand Tripadvisor's strategy focuses on innovating and enhancing travel guidance products, deepening user engagement through rich data and technology assets, and accelerating and diversifying audience monetization across hotels, media advertising, experiences, and restaurants[145] - Viator aims to solidify its leadership in experiences by investing in product, marketing, and bookable supply to drive growth across both sides of the marketplace[147] - TheFork pursues profitable revenue growth by driving booking growth from new and returning diners through marketing investments and fostering adoption of advanced online booking software through technology investments[148] - The company seeks to accelerate growth through organic investments in data, product, marketing, and technology, potentially supplemented by strategic acquisitions[151] Trends This section discusses key trends impacting the company, including macroeconomic factors, search engine algorithm changes, and growth in the global experiences and restaurant markets - Macroeconomic factors such as geopolitical tensions, inflation, interest rate volatility, foreign exchange rate changes, and public health events may negatively impact the travel industry and the company's financial performance[153] - Changes in search engine (especially Google) ranking algorithms and increased prominence of their own products in search results may negatively affect the company's SEO traffic acquisition performance[154] - The global experiences and restaurant markets are benefiting from increasing consumer and partner online booking and adoption, and the company expects to continue investing in these areas to gain market share[155] Recent Developments This section highlights recent corporate developments, including the merger with LTRIP, stock repurchases, restructuring actions, and debt facility increases - The company completed its merger with Liberty TripAdvisor Holdings, Inc. (LTRIP) on April 29, 2025, for a total transaction value of $437 million, repurchasing approximately 26.8 million shares of common stock and Class B common stock held by LTRIP[156][157] - On April 29, 2025, the Board of Directors approved the cancellation of approximately 53.1 million treasury shares with a book value of approximately $1.3 billion, resulting in no net impact on total stockholders' equity[159] - In Q4 2024, the company initiated restructuring and related reorganization actions, leading to approximately $10 million in pre-tax restructuring costs in Q1 2025, primarily for employee severance[160] - On March 20, 2025, the company increased its existing Term Loan B facility by $350 million for repurchasing, repaying, or redeeming the 2026 Senior Notes and for general corporate purposes[161] Employees This section provides information on the company's employee count and geographic distribution, emphasizing positive employee relations - As of June 30, 2025, the company had approximately 2,830 employees, with about 63% in Europe, 32% in the U.S., and 5% in other parts of the world, maintaining good relations with employees and contractors[162] Seasonality This section explains the seasonal nature of the company's financial performance, with peak activity in the second and third quarters - The company's financial performance typically peaks in the second and third quarters, aligning with seasonal highs in consumer travel demand and experience bookings, while the first and fourth quarters are generally lower[163] - Experience bookings usually exceed completed experiences in the first half of the year, increasing working capital cash flow, a pattern that reverses in the second half, particularly Q3, often resulting in negative cash flow[163] Critical Accounting Policies and Estimates This section identifies critical accounting policies and estimates requiring management judgment, particularly in income tax accounting, with no significant changes since the last annual report - The preparation of consolidated financial statements requires management judgment and estimates, with income tax accounting being a critical accounting estimate[164][165] - There have been no significant changes to the company's critical accounting policies and estimates since its 2024 annual report[166] Significant Accounting Policies and New Accounting Pronouncements This section confirms no significant changes to accounting policies or new pronouncements requiring adoption since December 31, 2024, beyond those detailed in Note 2 - There have been no significant changes to the company's significant accounting policies or new accounting pronouncements requiring adoption since December 31, 2024, other than those described in Note 2[167] Revised Operating Expense Presentation This section explains the revision in operating expense presentation to align with management's performance assessment and provide clearer investor information, without impacting reported income or total costs - The company revised its operating expense captions in the consolidated statements of operations in Q4 2024 to better align with how management assesses performance and makes strategic decisions, and to provide clearer operating expense information to investors, with no changes to revenue, total costs and expenses, operating income (loss), or net income (loss)[168] Statements of Operations This section presents selected financial data from the statements of operations, detailing revenue and various expense categories for the three and six months ended June 30, 2025, and 2024 Selected Financial Data from Statements of Operations (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 529.2 | 496.7 | 927.4 | 891.8 | | Cost of Sales | 41.8 | 39.8 | 68.7 | 64.3 | | Marketing | 217.7 | 203.4 | 389.4 | 365.7 | | Personnel Expenses | 149.1 | 153.2 | 292.9 | 302.4 | | Technology | 24.9 | 22.3 | 47.6 | 44.1 | | General & Admin | 13.2 | 20.8 | 30.5 | 50.1 | | Depreciation & Amortization | 22.9 | 20.7 | 44.1 | 42.4 | | Restructuring & Other Related Costs | 0.5 | — | 10.5 | 1.0 | | Operating Income (Loss) | 59.1 | 36.5 | 43.7 | 21.8 | | Net Income (Loss) | 36.0 | 24.1 | 25.0 | (35.2) | | Adjusted EBITDA | 107.0 | 96.6 | 150.8 | 143.3 | Revenue and Segment Information This section provides a detailed breakdown of revenue and adjusted EBITDA by the company's three reportable segments: Brand Tripadvisor, Viator, and TheFork Brand Tripadvisor Segment This section analyzes the Brand Tripadvisor segment's revenue and Adjusted EBITDA performance, highlighting factors such as media and advertising revenue, hotel metasearch, and marketing costs Brand Tripadvisor Segment Revenue and Adjusted EBITDA (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 241.8 | 250.3 | 461.2 | 489.7 | | Adjusted EBITDA | 65.9 | 83.7 | 130.7 | 161.4 | | Adjusted EBITDA Margin | 27.3% | 33.4% | 28.3% | 33.0% | - Brand Tripadvisor segment revenue decreased by 6% in the first six months of 2025, primarily due to reduced hotel metasearch revenue, experiences and dining revenue, and media and advertising revenue[174] - Adjusted EBITDA decreased by 19%, mainly due to lower revenue and increased paid online marketing costs for hotel and experiences products, partially offset by lower personnel costs[175] Viator Segment This section details the Viator segment's revenue and Adjusted EBITDA growth, driven by increased bookings, total booking value, and improved marketing efficiency Viator Segment Revenue and Adjusted EBITDA (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 270.5 | 243.8 | 426.3 | 384.9 | | Adjusted EBITDA | 32.3 | 9.8 | 14.7 | (17.7) | | Adjusted EBITDA Margin | 11.9% | 4.0% | 3.4% | (4.6%) | - Experience bookings increased by approximately 15% in the first six months of 2025, reaching 11.2 million, driven by growth in the Viator branded website and app, and third-party points of sale[186] - Gross Booking Value (GBV) grew by approximately 11% in the first six months of 2025, reaching $2.4 billion, primarily due to increased bookings and higher pricing[188] - Adjusted EBITDA margin improved by 8.0 percentage points in the first six months of 2025, mainly due to increased revenue and a lower marketing cost-to-revenue ratio[190] TheFork Segment This section examines TheFork segment's revenue and Adjusted EBITDA growth, attributed to increased bookings, adoption of advanced online booking software, and positive foreign exchange impacts TheFork Segment Revenue and Adjusted EBITDA (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Revenue | 54.2 | 42.2 | 100.7 | 83.5 | | Adjusted EBITDA | 8.8 | 3.1 | 5.4 | (0.4) | | Adjusted EBITDA Margin | 16.2% | 7.3% | 5.4% | (0.5%) | - TheFork segment revenue increased by 21% in the first six months of 2025, driven by booking growth through branded channels and higher adoption of advanced online booking software, with foreign exchange fluctuations contributing approximately 2% positively[193][194] - Adjusted EBITDA margin improved by 5.9 percentage points in the first six months of 2025, primarily due to increased revenue and a lower personnel cost-to-revenue ratio, partially offset by increased cost of sales[195] Consolidated Expenses This section provides a consolidated analysis of the company's operating expenses, including cost of sales, marketing, personnel, technology, general and administrative, depreciation, amortization, and restructuring costs Cost of Sales This section analyzes the cost of sales, including its components and changes, for the three and six months ended June 30, 2025, and 2024 Cost of Sales (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Cost of Sales | 41.8 | 39.8 | 68.7 | 64.3 | | % of Revenue | 7.9% | 8.0% | 7.4% | 7.2% | - Cost of sales increased by $4 million in the first six months of 2025, primarily due to higher variable costs (e.g., credit card payment processing fees) supporting revenue growth in the Viator and TheFork segments, partially offset by the non-recurrence of a $4 million non-recurring cost for the Canadian Digital Services Tax in Q2 2024[197] Marketing This section details marketing expenses by segment and their impact on overall financial performance for the three and six months ended June 30, 2025, and 2024 Marketing Expenses (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Brand Tripadvisor Marketing | 81.6 | 67.7 | 143.7 | 128.5 | | Viator Marketing | 162.1 | 166.3 | 276.2 | 280.0 | | TheFork Marketing | 11.3 | 9.0 | 30.3 | 23.5 | | Intersegment Marketing Eliminations | (37.3) | (39.6) | (60.8) | (66.3) | | Total Marketing Expenses | 217.7 | 203.4 | 389.4 | 365.7 | | % of Revenue | 41.1% | 41.0% | 42.0% | 41.0% | - Marketing costs increased by $23 million in the first six months of 2025, primarily due to higher paid online marketing costs in the Brand Tripadvisor and TheFork segments, partially offset by lower marketing costs in the Viator segment[200] Personnel This section provides an overview of personnel expenses, including stock-based compensation, and their changes for the three and six months ended June 30, 2025, and 2024 Personnel Expenses (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Personnel Expenses (excluding stock-based compensation) | 120.0 | 119.7 | 235.8 | 241.5 | | Stock-Based Compensation | 29.1 | 33.5 | 57.1 | 60.9 | | Total Personnel Expenses | 149.1 | 153.2 | 292.9 | 302.4 | | % of Revenue | 28.2% | 30.8% | 31.6% | 33.9% | - Personnel costs decreased by $10 million in the first six months of 2025, primarily due to a reduction in headcount resulting from cost reduction initiatives implemented in Q1 2025 across the Brand Tripadvisor and TheFork segments[202] Technology This section outlines technology expenses and their changes, including data center and licensing costs, for the three and six months ended June 30, 2025, and 2024 Technology Expenses (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Technology Expenses | 24.9 | 22.3 | 47.6 | 44.1 | | % of Revenue | 4.7% | 4.5% | 5.1% | 4.9% | - Technology and content costs increased by $4 million in the first six months of 2025, primarily due to higher data center costs for Brand Tripadvisor and increased licensing costs for Viator[204] General and Administrative This section details general and administrative expenses, including legal and transaction-related costs, and their changes for the three and six months ended June 30, 2025, and 2024 General & Administrative Expenses (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | General & Administrative Expenses | 13.2 | 20.8 | 30.5 | 50.1 | | % of Revenue | 2.5% | 4.2% | 3.3% | 5.6% | - General and administrative costs decreased by $19 million in the first six months of 2025, primarily due to a $4 million reduction in an estimated accrual for a regulatory-related matter in Q2 2025 that was initially recorded in Q1 2024, and the non-recurrence of $3 million in transaction-related costs incurred in H1 2024[206] Depreciation and Amortization This section presents depreciation and amortization expenses, detailing their components and changes, for the three and six months ended June 30, 2025, and 2024 Depreciation & Amortization (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Depreciation | 22.2 | 19.0 | 42.7 | 38.5 | | Intangible Asset Amortization | 0.7 | 1.7 | 1.4 | 3.9 | | Total Depreciation & Amortization | 22.9 | 20.7 | 44.1 | 42.4 | | % of Revenue | 4.3% | 4.2% | 4.8% | 4.8% | - Depreciation and amortization increased by $2 million in the first six months of 2025, primarily due to higher depreciation from increased capital expenditures for internal website development, partially offset by the completion of intangible asset amortization from prior year business acquisitions[208] Restructuring and other related reorganization costs This section outlines restructuring and other related reorganization costs, primarily employee severance, for the three and six months ended June 30, 2025, and 2024 Restructuring & Other Related Reorganization Costs (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Restructuring & Other Related Reorganization Costs | 0.5 | — | 10.5 | 1.0 | - The company incurred approximately $10 million in pre-tax restructuring and other related reorganization costs in the first six months of 2025, primarily for employee severance and related benefits[210] Interest Expense This section details interest expenses and their changes, primarily due to debt financing activities, for the three and six months ended June 30, 2025, and 2024 Interest Expense (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Interest Expense | (17.3) | (10.9) | (29.1) | (21.9) | - Interest expense increased by $7 million in the first six months of 2025, primarily due to higher ongoing financing costs from the issuance of Term Loan B and subsequent redemption of the 2025 Senior Notes[212] Interest Income This section presents interest income and its changes, primarily from cash and cash equivalents, for the three and six months ended June 30, 2025, and 2024 Interest Income (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Interest Income | 10.3 | 12.8 | 20.3 | 25.4 | - Interest income decreased by $5 million in the first six months of 2025, primarily due to lower interest rates on cash in bank accounts, time deposits, and money market funds[215] Other Income (Expense), Net This section outlines other income (expense), net, primarily influenced by foreign currency fluctuations, for the three and six months ended June 30, 2025, and 2024 Other Income (Expense), Net (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Other Income (Expense), Net | (5.2) | 0.1 | (8.3) | (3.2) | - Other expense, net, increased by $5 million in the first six months of 2025, primarily due to net foreign exchange losses resulting from foreign currency fluctuations[217] (Provision) Benefit for Income Taxes This section details the provision (benefit) for income taxes and effective tax rates, explaining significant drivers for the three and six months ended June 30, 2025, and 2024 Income Tax (Provision) Benefit (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Income Tax (Provision) Benefit | (10.9) | (14.4) | (1.6) | (57.3) | | Effective Tax Rate | 23.2% | 37.4% | 6.0% | 259.3% | - The change in income tax expense for the first six months of 2025 was primarily due to a $11 million deferred tax benefit recorded in Q1 2025 for the release of income tax reserves, compared to $45 million in IRS audit settlement expenses included in the first six months of 2024[218][219] Net income (loss) This section presents net income (loss) and its margin, highlighting key factors influencing profitability for the three and six months ended June 30, 2025, and 2024 Net Income (Loss) (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Net Income (Loss) | 36.0 | 24.1 | 25.0 | (35.2) | | Net Income (Loss) Margin | 6.8% | 4.9% | 2.7% | (3.9%) | - Net loss improved by approximately $60 million in the first six months of 2025, driven by increased revenue, a $55 million reduction in income tax expense, lower general and administrative expenses, and reduced personnel costs[221] - These improvements were partially offset by increased marketing costs in the Brand Tripadvisor and TheFork segments, approximately $10 million in pre-tax restructuring costs in Q1 2025, and higher borrowing costs and other income (expense)[221] Adjusted EBITDA This section defines and reconciles Adjusted EBITDA, a non-GAAP financial measure, to net income (loss) for the three and six months ended June 30, 2025, and 2024 - Adjusted EBITDA is a non-GAAP financial measure used to assess the overall and segment operating performance and serves as a basis for internal budgeting and forecasting[223] Adjusted EBITDA Reconciliation to Net Income (Loss) (Three/Six Months Ended June 30) | Metric (million USD) | June 30, 2025 (3 months) | June 30, 2024 (3 months) | June 30, 2025 (6 months) | June 30, 2024 (6 months) | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :----------------------- | | Net Income (Loss) | 36.0 | 24.1 | 25.0 | (35.2) | | Add: Income Tax (Provision) Benefit | 10.9 | 14.4 | 1.6 | 57.3 | | Add: Other Expense (Income), Net | 12.2 | (2.0) | 17.1 | (0.3) | | Add: Restructuring & Other Related Reorganization Costs | 0.5 | — | 10.5 | 1.0 | | Add: Legal Reserves, Settlements & Other | (4.6) | 3.7 | (4.6) | 13.7 | | Add: Transaction-Related Expenses | — | 2.2 | — | 3.5 | | Add: Stock-Based Compensation | 29.1 | 33.5 | 57.1 | 60.9 | | Add: Depreciation & Amortization | 22.9 | 20.7 | 44.1 | 42.4 | | Adjusted EBITDA | 107.0 | 96.6 | 150.8 | 143.3 | Liquidity and Capital Resources This section discusses the company's liquidity sources, including cash flow from operations and available credit, and its ability to meet future financial obligations - The company's primary liquidity sources are cash flow from operations and existing cash and cash equivalents, totaling approximately $1.212 billion as of June 30, 2025, along with $496 million available under its revolving credit facility[229] - As of June 30, 2025, the company had total short-term debt of $353 million and total long-term debt of $822 million, primarily comprising 2026 Senior Notes and Term Loan B[232] - Operating cash flow increased by $114 million in the first six months of 2025, driven by improved net loss and increased working capital, while financing cash outflow increased by $87 million, mainly due to common stock repurchases (including $411 million related to the LTRIP merger) offset by $341 million in Term Loan B financing[245][247] - The company expects its existing cash and cash equivalents to be sufficient to meet working capital, capital expenditures, debt and interest obligations, lease commitments, and other financial commitments for at least the next twelve months[242] Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements This section confirms no significant changes to contractual obligations or commercial commitments since December 31, 2024, and no other off-balance sheet arrangements - There have been no significant changes to the company's contractual obligations and commercial commitments outside the ordinary course of business since December 31, 2024, and no other off-balance sheet arrangements existed as of June 30, 2025[248] Contingencies This section outlines the company's legal, regulatory, and administrative contingencies, including tax audits and potential liabilities, and their potential financial impact - The company faces legal, regulatory, and administrative matters in its ordinary course of business, including intellectual property, tax, regulatory compliance, and contractual disputes, and has recorded reserves for potential losses[249] - The company is currently undergoing income tax audits by the IRS and HMRC, which may result in additional tax liabilities, and the OECD's "Two-Pillar" global tax consensus project (Pillar One and Pillar Two) could impact future tax positions[250][251] - In the first six months of 2025, the company recorded $8 million in digital services taxes within cost of sales, compared to $11 million in the first six months of 2024, which included a $4 million one-time charge related to Canadian Digital Services Tax legislation in Q2 2024[252] Item 3. Quantitative and Qualitative Disclosures about Market Risk This chapter discloses that the company's market risk profile has not significantly changed as of June 30, 2025, primarily involving stock price, interest rate, and foreign currency exchange rate fluctuations, which are managed through policies and continuous monitoring of macroeconomic and geopolitical events - The company's market risk profile has not significantly changed since December 31, 2024[254] - The company's market risks primarily stem from its international operations, investments, financial activities, and changes in economic conditions in its operating markets, including fluctuations in stock prices, interest rates, and foreign currency exchange rates[255] - The company manages foreign exchange risk through financial instruments like forward contracts and closely monitors geopolitical tensions (e.g., conflicts in the Middle East and Ukraine) for their impact on the macroeconomic environment and foreign exchange rate volatility[255][256] Item 4. Controls and Procedures This chapter assesses the effectiveness of the company's disclosure controls and procedures as of June 30, 2025, and reports on changes in internal control over financial reporting - As of June 30, 2025, management assessed the disclosure controls and procedures as effective, ensuring timely recording, processing, summarization, and reporting of material information required for Exchange Act filings[257] - There were no changes in the company's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected or are reasonably likely to materially affect internal control over financial reporting[258] Part II—Other Information Item 1. Legal Proceedings