TripAdvisor, Inc.

Previous wording

This Quarterly Report 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 2024 Annual Report, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in this Quarterly 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.

Current wording

This Quarterly Report, as well as statements made by our executive officers, 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 2024 Annual Report, Part I, Item 1A, “Risk Factors,” as well as those discussed elsewhere in this Quarterly 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,” “may,” “plans,” “will,” “believes,” “would,” “opportunity,” “goal,” “objective,” similar terms, variations of such terms or the negative of those terms, 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.

Previous wording

Brand Tripadvisor empowers everyone to be a better traveler through its online global platform where hundreds of millions of visitors regularly visit and engage to discover, generate, and share authentic user-generated content (“UGC”) in the form of reviews and opinions for experiences, accommodations, restaurants, and cruises in over 40 countries across the world. Tripadvisor offers more than 1 billion user-generated reviews and opinions on over 9 million experiences, accommodations, restaurants, airlines, and cruises.

Current wording

Brand Tripadvisor empowers everyone to be a better traveler through its online global platform where hundreds of millions of visitors regularly visit and engage to discover, generate, and share authentic user-generated content (“UGC”) in the form of reviews and opinions for experiences, accommodations, restaurants, and cruises in over 40 countries across the world. Brand Tripadvisor offers more than 1 billion user-generated reviews and opinions on over 9 million experiences, accommodations, restaurants, airlines, and cruises.

Previous wording

At Viator, we are reinforcing our leadership position in experiences by investing in the product, marketing, and bookable supply. Our investment in these areas is expected to drive growth on both sides of the marketplace. On the traveler side of the marketplace, we are investing in the product to provide travelers with a high-quality experience that incentivizes them to return to book with us increasingly through more economic channels. As travelers return to book on our platform more directly, especially through our mobile app, we expect unit economics to improve and profitability to increase over time. A key component of driving the traveler flywheel is offering breadth and depth of quality experiences and surfacing the most relevant experiences to travelers based on their needs and preferences. On the supply side of the marketplace, we are investing to increase the amount of high-quality, highly demanded, and unique bookable experiences on our platform. With operators, we continue to focus on improving our product and technology capabilities to improve our value proposition of providing high quality demand and tools to manage their business on our platform.

Current wording

At Viator, we are reinforcing our leadership position in experiences by investing in the product, marketing, and bookable supply. Our investment in these areas is expected to drive growth on both sides of the marketplace. On the traveler side of the marketplace, we are investing in products to provide travelers with high-quality experiences that incentivize them to return to book with us increasingly through more economic channels. As travelers return to book on our platform more directly, especially through our mobile app, we expect unit economics to improve and profitability to increase over time. A key component of driving the traveler flywheel is offering breadth and depth of quality experiences and surfacing the most relevant experiences to travelers based on their needs and preferences. On the supply side of the marketplace, we are investing to increase the amount of high-quality, highly demanded, and unique bookable experiences on our platform. With operators, we continue to focus on improving our product and technology capabilities to improve our value proposition of providing high quality demand and tools to manage their business on our platform.

Previous wording

At TheFork, we are driving profitable revenue growth by delivering value to both diners and restaurants as the leader in the European dining market. On the diner side of the marketplace, our investment in marketing is driving growth in new and repeat diner bookings. On the restaurant side, our prior investment in technology has resulted in growth in adoption of our premium online reservation booking software subscription revenue.

Current wording

At TheFork, we are driving profitable revenue growth by delivering value to both diners and restaurants as the leader in the European dining market. On the diner side of the marketplace, our investment in marketing is driving growth in new and repeat diner bookings. On the restaurant side, our prior investment in technology has resulted in growth in adoption of our premium online reservation booking software.

Previous wording

The global experiences market is large, growing, highly fragmented, and underpenetrated, with the vast majority of bookings still occurring through traditional offline sources. We expect to benefit from ongoing market tailwinds as consumers increasingly book experiences online and consumer behavior continues to allocate discretionary spending more to travel and experiences and away from physical goods. Likewise, the global restaurants category is also benefiting from increased online adoption by both consumers and restaurant partners, particularly in Europe. Given the competitive positioning of our businesses relative to the attractive growth prospects in the experiences and restaurant categories, we expect to continue to invest in these categories across Tripadvisor Group and, in particular, within the Viator and TheFork segments, to continue growing revenue, operating scale, and market share for the long-term.

Current wording

The global experiences market is large, growing, highly fragmented, and underpenetrated, with the vast majority of bookings still occurring through traditional offline sources. We expect to benefit from ongoing market tailwinds as consumers increasingly book experiences online and consumer behavior continues to allocate discretionary spending more to travel and experiences and away from physical goods. Likewise, the global restaurants category is also benefiting from increased online adoption by both consumers and restaurant partners, particularly in Europe. These trends present attractive growth opportunities for our business, as well as to many competitors. Given the competitive positioning of our businesses relative to the attractive growth prospects in the experiences and restaurant categories, we expect to continue to invest in these categories across Tripadvisor Group to continue growing revenue, operating scale, and market share for the long-term.

Previous wording

As of June 30, 2025, the Company had approximately 2,830 employees. Approximately 63%, 32%, and 5% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively. 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.

Current wording

As of September 30, 2025, the Company had approximately 2,909 employees. Approximately 64%, 31%, and 5% of the Company’s current employees are based in Europe, the U.S., and the rest of world, respectively. 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.

Previous wording

There have been no material changes to our significant accounting policies or new accounting pronouncements that we are required to adopt that may have an impact on our unaudited condensed consolidated financial statements since December 31, 2024, as compared to those described under “Note 2: Significant Accounting Policies,” in the notes to consolidated financial statements in Item 8 of our 2024 Annual Report, except as described under “Note 2: Significant Accounting Policies,” in the notes to our unaudited condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q.

Current wording

There have been no material changes to our significant accounting policies or new accounting pronouncements that we are required to adopt that may have an impact on our unaudited condensed consolidated financial statements since December 31, 2024, as compared to those described under “Note 2: Significant Accounting Policies,” in the notes to consolidated financial statements in Item

Previous wording

Adjusted EBITDA in our Brand Tripadvisor segment decreased by approximately $18 million and $30 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, while adjusted EBITDA margin decreased 6.1 percentage points and 4.7 percentage points during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024. The decrease in adjusted EBITDA was due to a decrease in revenue, as noted above, as well as, an increase in paid online marketing costs (i.e., traffic acquisition costs) in our hotel and experiences offerings, partially offset by a decrease in personnel costs due to a reduction in headcount related to cost reduction measures taken during the first quarter of 2025. The decrease in adjusted EBITDA margin during the three and six months ended June 30, 2025, when compared to the same periods in 2024, was primarily due to an increase in marketing costs as a percent of revenue, as the mix of paid revenue channels and related online marketing costs increased for our hotel and experiences offerings.

Current wording

Adjusted EBITDA in Brand Tripadvisor decreased by approximately $27 million and $58 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, while adjusted EBITDA margin decreased 8.6 percentage points and 6.0 percentage points during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. The decrease in adjusted EBITDA was due to a decrease in revenue, as noted above, as well as, an increase in paid online marketing costs (i.e., traffic acquisition costs) in our hotel and experiences offerings, partially offset by a decrease in personnel costs due to a reduction in headcount primarily related to cost reduction measures taken during the first quarter of 2025. The decrease in adjusted EBITDA margin during the three and nine months ended September 30, 2025, when compared to the same periods in 2024, was primarily due to an increase in marketing costs as a percent of revenue, as the mix of paid marketing channels and related online marketing costs increased for our hotel and experiences offerings.

Previous wording

Tripadvisor-branded hotels revenue increased by approximately $2 million during the three months ended June 30, 2025 when compared to the same period in 2024, due to an increase in our hotel meta revenue, driven by increased pricing as measured in cost-per-click rates (“CPCs”), due in part to certain product changes made that improved qualified referrals to our partners and, as a result, increased CPCs, particularly in the U.S. and Europe. Continued headwinds impacting direct and SEO channel volumes partially offset growth in CPCs. This increase was also partially offset by a decrease in hotel B2B revenue largely related to the Company transitioning from a sales-led model to a self-service model during 2024.

Current wording

Tripadvisor-branded hotels revenue decreased by approximately $8 million and $17 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in hotel B2B revenue and, to a lesser extent, a decrease in hotel meta revenue. These decreases were driven primarily by continued headwinds impacting both free and paid marketing channels, resulting in lower click volumes, which more than offset growth in pricing as measured in cost-per-click rates (“CPCs”). Growth in CPCs was due in part to certain product changes made that improved qualified referrals to our partners and, as a result, increased CPCs, across all geographies.

Previous wording

Media and advertising revenue primarily consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform and decreased approximately $5 million and $7 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024. These decreases were primarily due to declines in traditional display and programmatic advertising (together sometimes referred to as “on platform” advertising) that correlates closely with overall traffic volume which declined during the second quarter of 2025.

Current wording

Media and advertising revenue primarily consists of revenue from display-based advertising (or “media advertising”) across our Tripadvisor Group platform and decreased approximately $5 million and $11 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. These decreases were primarily due to declines in traditional display and programmatic advertising (together sometimes referred to as “on platform” advertising) that correlates closely with overall traffic volume which declined during the second and third quarters of 2025, due to the aforementioned traffic headwinds.

Previous wording

Tripadvisor experiences and dining revenue, which includes intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from experience bookings and, to a lesser extent, restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, are eliminated on a consolidated basis, in addition to revenue earned from Tripadvisor's restaurants service offerings. Tripadvisor experiences and dining revenue decreased approximately $3 million and $9 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to, previously mentioned headwinds impacting direct and SEO channel volumes, in experiences, as well as ongoing dynamics in restaurants related to our go-to-market shift from a sales-led model to a self-service model.

Current wording

Tripadvisor experiences and dining revenue, which includes intercompany (intersegment) revenue consisting of affiliate marketing commissions earned primarily from experience bookings and, to a lesser extent, restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, are eliminated on a consolidated basis, in addition to revenue earned from Tripadvisor's restaurants service offerings. Tripadvisor experiences and dining revenue decreased approximately $4 million and $13 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to, previously mentioned headwinds impacting direct and SEO channel volumes, in experiences, as well as ongoing dynamics in restaurants related to our go-to-market shift from a sales-led model to a self-service model.

Previous wording

Other revenue includes vacation rentals revenue, in addition to click-based advertising and display-based advertising revenue from our cruise, flights, and rental cars offerings on Tripadvisor websites and mobile apps. Other revenue decreased approximately $2 million and $4 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decline in vacation rentals revenue as this offering continues to be strategically de-emphasized.

Current wording

Other revenue includes click-based advertising and display-based advertising revenue from our cruise, vacation rentals, flights, and rental cars offerings on Tripadvisor websites and mobile apps. Other revenue decreased approximately $4 million and $8 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decline in vacation rentals revenue as this offering continues to be strategically de-emphasized.

Previous wording

We define an experience booking as a single tour, activity, or attraction that can be purchased through Viator's platform for one or several travelers, prior to adjustments such as date changes, refunds, or cancellations. This metric is reported at the time the booking is made. As an example, a single experience booked in January for three travelers would be reported as one experience booking in the first quarter. We believe that the number of experience bookings, an operational measure, is a useful indicator of the scale of our marketplace. The number of experiences booked were approximately 6.2 million and 11.2 million during the three and six months ended June 30, 2025, respectively, an increase of approximately 15% in both periods, when compared to the same periods in 2024, primarily driven by growth on Viator’s branded site and app as well as third-party points of sale.

Current wording

We define an experience booking as a single tour, activity, or attraction that can be purchased through Viator's platform for one or several travelers, prior to adjustments such as date changes, refunds, or cancellations. This metric is reported at the time the booking is made. As an example, a single experience booked in January for three travelers would be reported as one experience booking in the first quarter. We believe that the number of experience bookings, an operational measure, is a useful indicator of the scale of our marketplace. The number of experiences booked were approximately 6.6 million and 17.9 million during the three and nine months ended September 30, 2025, respectively, an increase of approximately 18% and 16%, respectively, when compared to the same periods in 2024, primarily driven by growth on Viator’s branded site and app as well as third-party points of sale.

Previous wording

GBV reached $1.3 billion and $2.4 billion during the three and six months ended June 30, 2025, respectively, an increase of approximately 13% and 11%, respectively, when compared to the same periods in 2024, primarily due to growth in the number of experience bookings as discussed above, as well as an increase in pricing primarily driven by the impact of foreign currency fluctuations, more than offset by growth in third-party points of sale which generally sells lower priced products compared to the Viator and Tripadvisor points of sale.

Current wording

GBV reached $1.3 billion and $3.7 billion during the three and nine months ended September 30, 2025, respectively, an increase of approximately 15% and 12%, respectively, when compared to the same periods in 2024, primarily due to growth in the number of experience bookings as discussed above, partially offset by a decline in pricing. The decline in pricing was primarily due to growth in third-party points of sale which generally sell lower priced products compared to the Viator and Tripadvisor points of sale.

Previous wording

Viator segment revenue increased by approximately $26 million and $41 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily driven by growth in booking volume, as well as an increase in pricing primarily driven by the impact of foreign currency fluctuations, more than offset by growth in third-party points of sale which generally sells lower priced products compared to the Viator and Tripadvisor points of sale.

Current wording

Viator segment revenue increased by approximately $25 million and $66 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily driven by growth in booking volume, partially offset by a decline in pricing. The decline in pricing was primarily due to growth in third-party points of sale which generally sell lower priced products compared to the Viator and Tripadvisor points of sale. In addition, we estimate Viator's revenue growth rate was positively impacted by foreign currency fluctuations of approximately 3% and 1% during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024.

Previous wording

Adjusted EBITDA in our Viator segment improved by approximately $22 million and $33 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, and adjusted EBITDA margin improved by 7.9 percentage points and 8.0 percentage points during three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024. The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above, and, to a lesser extent, a decrease in marketing costs, partially offset by an increase in variable costs related to revenue growth, such as credit card payment processing fees. The improvement in adjusted EBITDA margin during the three and six months ended June 30, 2025 when compared to the same periods in 2024 was primarily due to a decrease in marketing costs as a percent of revenue.

Current wording

Adjusted EBITDA in our Viator segment improved by approximately $19 million and $52 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, and adjusted EBITDA margin improved by 5.5 percentage points and 7.0 percentage points during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above and, to a lesser extent, a decrease in marketing costs, partially offset by an increase in variable costs related to revenue growth, such as credit card payment processing fees, and an increase in personnel costs to support business growth. The improvement in adjusted EBITDA margin during the three and nine months ended September 30, 2025 when compared to the same periods in 2024 was primarily due to a decrease in marketing costs as a percent of revenue.

Previous wording

TheFork segment revenue increased by approximately $12 million and $18 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024. This improvement was primarily driven by booking volume growth largely in our branded channel and increased adoption of our premium online reservation booking software offering. In addition, we estimate TheFork's revenue growth rate was positively impacted by foreign currency fluctuations of approximately 6% and 2% during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024.

Current wording

TheFork segment revenue increased by approximately $14 million and $31 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. This improvement was primarily driven by booking volume growth largely in TheFork's branded channel and, to a lesser extent, increased adoption of our premium online reservation booking software offering and third-party partnership revenue. In addition, we estimate TheFork's revenue growth rate was positively impacted by foreign currency fluctuations of approximately 8% and 4% during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024.

Previous wording

Adjusted EBITDA in TheFork segment improved by approximately $6 million and $5 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, while adjusted EBITDA margin improved by 8.9 percentage points and 5.9 percentage points during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024. The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above, partially offset by increased marketing costs, in addition to an increase in cost of sales to support certain third-party partner relationships. The improvements in adjusted EBITDA margin was primarily due to lower personnel costs as a percentage of revenue, partially offset by an increase in cost of sales as a percent of revenue.

Current wording

Adjusted EBITDA in TheFork segment improved by approximately $8 million and $14 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, while adjusted EBITDA margin improved by 10.7 percentage points and 7.9 percentage points during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. The improvement in adjusted EBITDA was primarily due to an increase in revenue as noted above, partially offset by increased marketing costs, in addition to an increase in cost of sales to support certain third-party partner relationships during the first half of 2025. The improvements in adjusted EBITDA margin was primarily due to lower personnel costs as a percentage of revenue.

Previous wording

Cost of sales increased approximately $2 million and $4 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024. The increase in cost of sales was primarily due to an increase in variable costs supporting revenue growth including credit card payment processing fees and other transaction related costs in Viator and TheFork segments, partially offset by incremental digital service tax costs of $4 million resulting from enacted tax legislation in Canada during the second quarter of 2024, which did not reoccur in 2025.

Current wording

Cost of sales increased approximately $1 million the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in variable costs supporting revenue growth including credit card payment processing fees in Viator, partially offset by a decrease in digital service tax costs in Viator and a decrease in bad debt expense in Brand Tripadvisor, reflecting strong collections during the quarter. Cost of sales increased approximately $6 million during the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to an increase in variable costs supporting revenue growth including credit card payment processing fees and other transaction related costs in Viator and TheFork, partially offset by lower digital service taxes (“DST”), primarily due to $4 million in incremental DST during the second quarter of 2024 related to enacted tax legislation in Canada requiring retrospective application, which did not reoccur in 2025, as well as, a decrease in bad debt expense in Brand Tripadvisor, as noted above.

Previous wording

Marketing costs increased approximately $14 million and $23 million during the three and six months ended June 30, 2025 when compared to the same periods in 2024, primarily driven by an increase in marketing costs in Brand Tripadvisor, as the mix of paid online marketing costs increased for our hotel and experiences offerings, and to a lesser extent TheFork, which combined increased $16 million and $22 million, respectively, partially offset by a decrease in the Viator segment of $4 million during each of the three and six months ended June 30, 2025 when compared to the same periods in 2024, inclusive of intersegment (intercompany) marketing expenses.

Current wording

Marketing costs increased approximately $16 million and $40 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily driven by an increase in marketing costs in Brand Tripadvisor. Paid online marketing costs in Brand Tripadvisor increased as part of our overall marketing mix in our hotel and experiences offerings, and to a lesser extent TheFork, which combined increased $16 million and $38 million during the three and nine months ended September 30, 2025, respectively, partially offset by a decrease in Viator of $3 million and $7 million during the three and nine months ended September 30, 2025 when compared to the same periods in 2024, inclusive of intersegment (intercompany) marketing expenses.

Previous wording

Personnel costs decreased approximately $4 million and $10 million during the three and six months ended June 30, 2025 when compared to the same periods in 2024, primarily driven by a reduction in headcount related to cost-reduction measures initiated in Brand Tripadvisor and TheFork during the first quarter of 2025.

Current wording

Personnel costs did not materially change during the three months ended September 30, 2025 when compared to the same period in 2024, as a decrease in personnel costs in Brand Tripadvisor were offset by an increase in personnel costs to support business growth in Viator and TheFork. Personnel costs decreased approximately $9 million during the nine months ended September 30, 2025 when compared to the same period in 2024, primarily driven by a reduction in headcount related to cost-reduction measures initiated in Brand Tripadvisor during the first quarter of 2025, partially offset by an increase in personnel costs to support business growth in Viator during the year.

Previous wording

Technology and content costs increased approximately $3 million and $4 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to increased data center costs in Brand Tripadvisor and licensing costs in Viator.

Current wording

Technology and content costs increased approximately $2 million and $6 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to increased data center costs in Brand Tripadvisor and licensing costs in Viator.

Previous wording

General and administrative costs decreased approximately $8 million during the three months ended June 30, 2025 when compared to the same period in 2024, primarily due to a decrease of $4 million related to a previous estimated accrual for the potential settlement of a regulatory related matter during the second quarter of 2025, as well as transaction related costs in Brand Tripadvisor incurred during the second quarter of 2024 of $2 million, which did not reoccur in 2025. General and administrative costs decreased approximately $19 million during the six months ended June 30, 2025 when compared to the same period in 2024, primarily due to an estimated accrual for the potential settlement of a regulatory related matter of $10 million during the first quarter of 2024, which was reduced by $4 million, during the second quarter of 2025, as discussed above, and to a lesser extent, transaction related costs incurred during the first half of 2024 of $3 million, which did not reoccur in 2025, all of which are included in Brand Tripadvisor.

Current wording

General and administrative costs decreased approximately $3 million during the three months ended September 30, 2025 when compared to the same period in 2024, primarily due to a decrease in real estate expense, as a result of a reduction in our real estate portfolio and, to a lesser extent, a decrease in professional service fees, both in Brand Tripadvisor. General and administrative costs decreased approximately $23 million during the nine months ended September 30, 2025 when compared to the same period in 2024, primarily due to an estimated accrual for the potential settlement of a regulatory related matter of $10 million during the first quarter of 2024, which was reduced by $4 million, during the second quarter of 2025, as discussed above and, to a lesser extent, transaction related costs incurred during 2024 of $4 million, which did not reoccur in 2025, all of which are included in Brand Tripadvisor. In addition, the decrease in real estate expenses, as discussed above and, to a lesser extent, a decrease in professional service fees, both in Brand Tripadvisor, contributed to the decrease in general and administrative costs during the nine months ended September 30, 2025 when compared to the same period in 2024.

Previous wording

Depreciation and amortization increased approximately $2 million during both the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to increased depreciation related to previous capital expenditure investments in internal website development, partially offset by the completion of amortization related to intangible assets purchased in business acquisitions from previous years.

Current wording

Depreciation and amortization increased approximately $2 million and $4 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to increased depreciation related to previous capital expenditure investments in internal website development, partially offset by the completion of amortization related to intangible assets purchased in business acquisitions in previous years.

Previous wording

The Company incurred pre-tax restructuring and other related reorganization costs of approximately $10 million during the six months ended June 30, 2025, as discussed above. This amount was not material for the three months ended June 30, 2025. Refer to “Note 5: Accrued Expenses and Other Current Liabilities” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for more information regarding restructuring and other related reorganization costs.

Current wording

The Company incurred increased pre-tax restructuring and other related reorganization costs of approximately $10 million during the nine months ended September 30, 2025, as discussed above. This amount was not material for both the three months ended September 30, 2025 and 2024. Refer to “Note 5: Accrued Expenses and Other Current Liabilities” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for more information regarding restructuring and other related reorganization costs.

Previous wording

Interest expense increased approximately $6 million and $7 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to the issuance of our Term Loan B Facility and subsequent redemption of the 2025 Senior Notes, which incrementally increased our ongoing financing costs. Refer to “Note 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Current wording

Interest expense increased approximately $5 million and $12 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to an increase in our aggregate outstanding principal amount, which incrementally increased our ongoing financing costs. The majority of interest expense reported during the both three months ended September 30, 2025 and 2024, and the nine months ended September 30, 2025, was primarily related to the Term Loan B Facility, while during the nine months ended September 30, 2024, interest expense incurred was primarily related to the 2025 Senior Notes, which were redeemed in July 2024 and, to a lesser extent, the Term Loan B Facility. Refer to “Note 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous wording

Interest income decreased approximately $3 million and $5 million during the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in interest rates received on demand bank deposits, time deposits, and money market funds.

Current wording

Interest income decreased approximately $2 million and $7 million during the three and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024, primarily due to a decrease in interest rates received on demand bank deposits, time deposits, and money market funds.

Previous wording

Other expense, net increased approximately $5 million during both the three and six months ended June 30, 2025, respectively, when compared to the same periods in 2024, primarily due to net foreign exchange losses incurred as a result of foreign currency movements during those periods, while the six months ended June 30, 2024 also included a loss on disposal of certain assets of approximately $3 million during the first quarter of 2024, which did not reoccur in 2025.

Current wording

Other expense, net decreased approximately $4 million during the three months ended September 30, 2025, when compared to the same period in 2024, primarily due to net foreign exchange gains incurred as a result of foreign currency rate movements during the period and a loss on extinguishment of debt of $2 million during the third quarter of 2024, which primarily consisted of a non-cash write-off of unamortized debt issuance costs, which did not reoccur in 2025. Other expense, net increased approximately $1 million during the nine months ended September 30, 2025, when compared to the same period in 2024, primarily due to net foreign exchange losses incurred as a result of foreign currency rate movements during the period, partially offset by a loss on disposal of certain assets of approximately $3 million during the first quarter of 2024 and a loss on extinguishment of debt of $2 million, as noted above, both of which did not reoccur in 2025.

Previous wording

Our effective tax rate for the three months ended June 30, 2025 differs from the U.S. federal statutory rate of 21%, primarily due to state income taxes and unfavorable stock-based compensation tax effects. Our effective tax rate for the six months ended June 30, 2025 differs from the U.S. federal statutory rate of 21%, primarily due to a discrete tax benefit of $11 million recorded during the first quarter of 2025 to release income tax reserves as a result of the U.S. federal statute of limitation of assessment closing on tax years 2014, 2015, and 2016.

Current wording

Our effective tax rate for the three months ended September 30, 2025 differs from the U.S. federal statutory rate of 21%, primarily due to benefits related to the 2017 Tax Act. Our effective tax rate for the nine months ended September 30, 2025 differs from the U.S. federal statutory rate of 21%, primarily due to a discrete tax benefit of $11 million recorded during the first quarter of 2025 to release income tax reserves as a result of the U.S. federal statute of limitation of assessment closing on tax years 2014, 2015, and 2016.

Previous wording

The change in our income tax provision during the three months ended June 30, 2025, when compared to the same period in 2024, was primarily due to discrete items recorded during the second quarter of 2024. The change in our income tax provision during the six months ended June 30, 2025, when compared to the same period in 2024, was primarily the result of an Internal Revenue Service (“IRS”) audit settlement for the 2014, 2015, and 2016 tax years of $45 million, recorded during the six months ended June 30, 2024. Refer to “Note 7: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Current wording

The change in our income tax provision during the three months ended September 30, 2025, when compared to the same period in 2024, was primarily due to changes in discrete items including stock-based compensation shortfalls. The change in our income tax provision during the nine months ended September 30, 2025, when compared to the same period in 2024, was primarily the result of an Internal Revenue Service (“IRS”) audit settlement for the 2014, 2015, and 2016 tax years of $41 million, recorded during the nine months ended September 30, 2024, which did not reoccur in 2025, as well as, a discrete tax benefit of $11 million in the first quarter of 2025, as described above. Refer to “Note 7: Income Taxes” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information.

Previous wording

Net income increased by approximately $12 million during the three months ended June 30, 2025 when compared to the same period in 2024. Improvements in net income were largely driven by an increase in revenue, as described in more detail above under “Revenue and Segment Information” and, to a lesser extent, a decrease in personnel costs due to a reduction in headcount related to cost reduction measures taken during the first quarter of 2025, as described in more detail above under “Consolidated Expenses”. These improvements were partially offset by increased marketing costs in our Brand Tripadvisor and TheFork segments, as well as, an increase in borrowing costs and other income (expense), all of which is described in more detail above under “Consolidated Expenses.”

Current wording

Net income increased by approximately $15 million during the three months ended September 30, 2025 when compared to the same period in 2024. Improvements in net income were largely driven by an increase in revenue, as described in more detail above under “Revenue and Segment Information” and a decrease in income tax expense of $17 million, as described in more detail above under “(Provision) Benefit for Income Taxes”. These improvements were partially offset by increased marketing costs in our Brand Tripadvisor and TheFork segments, as described in more detail above under “Consolidated Expenses.”

Previous wording

Benefit for Income Taxes,” and, to a lesser extent, a decrease in general and administrative costs in our Brand Tripadvisor segment, and a decrease in personnel costs due to a reduction in headcount related to cost reduction measures taken during the first quarter of 2025 in both the Brand Tripadvisor and TheFork segments, as described in more detail above under “Consolidated Expenses.” These improvements were partially offset by increased marketing costs in our Brand Tripadvisor and TheFork segments during the six months ended June 30, 2025, and, to a lesser extent, pre-tax restructuring and other related reorganization costs of approximately $10 million during the first quarter of 2025, and an increase in borrowing costs and other income (expense), all of which is described in more detail above under “Consolidated Expenses.”

Current wording

Net income increased by approximately $75 million during the nine months ended September 30, 2025 when compared to the same period in 2024. The improvement in net income was largely driven by an increase in revenue, as described in more detail above under “Revenue and Segment Information”, a decrease in income tax expense of $73 million, as described in more detail above under “(Provision) Benefit for Income Taxes” and, to a lesser extent, a decrease in general and administrative costs in our Brand Tripadvisor segment, and a decrease in personnel costs, as described in more detail above under “Consolidated Expenses.” These improvements were partially offset by increased marketing costs in our Brand Tripadvisor and TheFork segments during the nine months ended September 30, 2025 and, to a lesser extent, pre-tax restructuring and other related reorganization costs of approximately $10 million during the first quarter of 2025, and an increase in borrowing costs and a reduction in interest income, all of which is described in more detail above under “Consolidated Expenses.”

Previous wording

Adjusted EBITDA is also our reported measure of segment profit and a key measure used by our CODM, management and Board of Directors to understand and evaluate the operating performance of our business as a whole and our individual operating segments, 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 CODM, management and Board of Directors. We define Adjusted EBITDA as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other expense (income), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible assets impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses; and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

Current wording

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 CODM, management and Board of Directors. We define Adjusted EBITDA as net income (loss) plus: (1) provision (benefit) for income taxes; (2) other expense (income), net; (3) depreciation and amortization; (4) stock-based compensation; (5) goodwill, long-lived asset, and intangible assets impairments; (6) legal reserves, settlements and other (including indirect tax reserves related to audit settlements and the impact of one-time changes resulting from enacted indirect tax legislation); (7) restructuring and other related reorganization costs; (8) transaction related expenses; and (9) non-recurring expenses and income unusual in nature or infrequently occurring.

Previous wording

During the three and six months ended June 30, 2025, the Company recorded a decrease of approximately $4 million to a previously estimated accrual for the potential settlement of a regulatory related matter and is reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations. The Company expensed certain costs of approximately $4 million and $14 million during the three and six months ended June 30, 2024, respectively, including a one-time charge of $4 million during the second quarter of 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital services taxes, which required retrospective application back to January 1, 2022. This amount represented the one-time retrospective liability for the periods prior to April 1, 2024, while the liability for the three months ended June 30, 2024 and all prospective periods are and will be included within adjusted EBITDA. In addition, an estimated accrual for the potential settlement of a regulatory related matter of $10 million was expensed during the first quarter of 2024 to general and administrative expenses on our unaudited condensed consolidated statement of operations.

Current wording

During the nine months ended September 30, 2025, the Company recorded a decrease of approximately $4 million to a previously estimated accrual for the potential settlement of a regulatory related matter and is reflected in general and administrative expenses on our unaudited condensed consolidated statement of operations. The Company expensed certain costs of approximately $14 million during the nine months ended September 30, 2024, respectively, including a one-time charge of $4 million during the second quarter of 2024, resulting from enacted tax legislation in Canada during June 2024 related to digital services taxes, which required retrospective application back to January 1, 2022. This amount represented the one-time retrospective liability for the periods prior to April 1, 2024, while the liability for the three months ended June 30, 2024 and all prospective periods are included within adjusted EBITDA. In addition, an estimated accrual for the potential settlement of a regulatory related matter of $10 million was expensed during the first quarter of 2024 to general and administrative expenses on our unaudited condensed consolidated statement of operations.

Previous wording

The Company expensed certain transaction costs of approximately $2 million and $3 million during the three and six months ended June 30, 2024, respectively, to general and administrative expenses on our unaudited condensed consolidated statements of operations.

Current wording

The Company expensed certain transaction costs of approximately $1 million and $4 million during the three and nine months ended September 30, 2024, respectively, to general and administrative expenses on our unaudited condensed consolidated statements of operations.

Previous wording

Refer to “Note 9: Stock Based Awards” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information on current year equity award activity, including the issuance of approximately 6.6 million service-based RSUs with a weighted average grant-date fair value of $14.86 and approximately 0.9 million PSUs with a weighted average grant-date fair value of $14.92 during the six months ended June 30, 2025.

Current wording

Refer to “Note 9: Stock Based Awards” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report for further information on current year equity award activity, including the issuance of approximately 6.7 million service-based RSUs with a weighted average grant-date fair value of $14.85 and approximately 0.9 million PSUs with a weighted average grant-date fair value of $14.92 during the nine months ended September 30, 2025.

Previous wording

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 the Credit Facility. As of June 30, 2025 and December 31, 2024, we had approximately $1.2 billion and $1.1 billion, respectively, of cash and cash equivalents, and approximately $496 million of available borrowing capacity under the Credit Facility. As of June 30, 2025, approximately $225 million of our cash and cash equivalents were held by our international subsidiaries outside of the U.S., of which nearly 45% was held in the U.K. As of June 30, 2025, the significant majority of our cash was denominated in U.S. dollars.

Current wording

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 the Credit Facility. As of September 30, 2025 and December 31, 2024, we had approximately $1.2 billion and $1.1 billion, respectively, of cash and cash equivalents, and approximately $496 million of available borrowing capacity under the Credit Facility. As of September 30, 2025, approximately $223 million of our cash and cash equivalents were held by our international subsidiaries outside of the U.S., of which approximately 35% was held in the U.K. As of September 30, 2025, the significant majority of our cash was denominated in U.S. dollars.

Previous wording

As of June 30, 2025, we had $590 million of cumulative undistributed earnings in foreign subsidiaries that are no longer considered to be indefinitely reinvested. As of June 30, 2025, 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.

Current wording

As of September 30, 2025, we had $597 million of cumulative undistributed earnings in foreign subsidiaries that are no longer considered to be indefinitely reinvested. As of September 30, 2025, 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.

Previous wording

As of June 30, 2025, we are party to the Amended Credit Agreement, which, among other things, provides for a $500 million revolving Credit Facility with a maturity date of June 29, 2028. As of June 30, 2025 and December 31, 2024, we had no outstanding borrowings under the Credit Facility, except $4 million and $3 million, respectively, of undrawn standby letters of credit issued under the Credit Facility. The Company may borrow from the Credit Facility in U.S. dollars, Euros and Sterling. For information regarding interest rates on potential borrowings and commitment fees on the daily unused portion of capacity under the Credit Facility refer to “Note 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report. As of June 30, 2025, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio. The Credit Facility, among other things, requires us to maintain a maximum total net leverage ratio and contains certain customary affirmative and negative covenants and events of default, including for a change of control. As of June 30, 2025 and December 31, 2024, we were in compliance with our covenant requirements in effect under the Credit Facility. While there can be no assurance that we will be able to meet the total net leverage ratio covenant in the future, based on our current projections, we do not believe there is a material risk that we will not remain in compliance throughout the next twelve months.

Current wording

As of September 30, 2025, we are party to the Amended Credit Agreement, which, among other things, provides for a $500 million revolving Credit Facility with a maturity date of June 29, 2028. As of September 30, 2025 and December 31, 2024, we had no outstanding borrowings under the Credit Facility, except $4 million and $3 million, respectively, of undrawn standby letters of credit issued under the Credit Facility. The Company may borrow from the Credit Facility in U.S. dollars, Euros and Sterling. For information regarding interest rates on potential borrowings and commitment fees on the daily unused portion of capacity under the Credit Facility refer to “Note 6: Debt” in the notes to our unaudited condensed consolidated financial statements in Item 1 in this Quarterly Report. As of September 30, 2025, our unused revolver capacity was subject to a commitment fee of 0.25%, given the Company’s total net leverage ratio. The Credit Facility, among other things, requires us to maintain a maximum total net leverage ratio and contains certain customary affirmative and negative covenants and events of default, including for a change of control. As of September 30, 2025 and December 31, 2024, we were in compliance with the covenant requirements in effect under the Credit Facility. While there can be no assurance that we will be able to meet the total net leverage ratio covenant in the future, based on our current projections, we do not believe there is a material risk that we will not remain in compliance throughout the next twelve months.

Previous wording

As of June 30, 2025, the Company had an aggregate outstanding principal amount of $353 million and approximately $822 million in short-term debt and long-term debt, respectively, on our unaudited condensed consolidated balance sheet pertaining to the 2026 Senior Notes and Term Loan B Facility, both of which are discussed below.

Current wording

As of September 30, 2025, the Company had an aggregate outstanding principal amount of $353 million and approximately $821 million in short-term debt and long-term debt, respectively, on our unaudited condensed consolidated balance sheet pertaining to the 2026 Senior Notes and Term Loan B Facility, both of which are discussed below.