General and administrative

$ 1,560

^[1]

$ 1,615

^[1]

$ 1,556

Costs and expenses:

Cost of revenue

^[2],[3]

Selling and marketing

^[2],[3]

672

778

849

Technology and content

^[2],[3]

294

275

243

^[2],[3]

187

177

157

Depreciation

Amortization of intangible assets

Total costs and expenses

1,373

1,432

Operating income

187

183

124

Other income (expense):

Interest expense

(7)

(12)

(15)

Interest income

Other income (expense), net (Note 19)

(3)

(5)

Total other income (expense), net

(10)

(14)

Income before income taxes

194

173

110

Provision for income taxes (Note 11)

(68)

(60)

(129)

^[4]

Earnings (loss) per share attributable to common stockholders (Note 5):

$ 126

$ 113

$ (19)

Basic

$ 0.91

$ 0.82

$ (0.14)

Diluted

$ 0.89

$ 0.81

$ (0.14)

Weighted average common shares outstanding (Note 5):

Basic

138,975

138,116

140,445

Diluted

140,658

140,375

140,445

[1]	Our revenue is recognized primarily at a point in time for all reported segments
[2]	Excludes amortization expense as follows:
[3]	Includes stock-based compensation expense as follows (Note 6):
[4]	The year ended December 31, 2017 reflects $67 million of Transition Tax and $6 million of tax expense recorded due to the remeasurement of net deferred tax assets related to the 2017 Tax Act enacted on December 22, 2017. Refer to “Note 11: Income Taxes” for further information.

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Costs and expenses:
Amortization of intangible assets	$ 33	$ 34	$ 32
Depreciation	93	82	79
Amortization adjustment	73	67	62
Stock-based compensation:
Stock-based compensation	124	118	96
Cost of Revenue
Stock-based compensation:
Stock-based compensation	1	1
Selling and Marketing
Stock-based compensation:
Stock-based compensation	23	21	21
Technology and Content
Stock-based compensation:
Stock-based compensation	55	51	40
General and Administrative
Stock-based compensation:
Stock-based compensation	45	45	35
Acquired Technology
Costs and expenses:
Amortization of intangible assets	10	8	8
Website Development Costs
Costs and expenses:
Depreciation	$ 63	$ 59	$ 54

Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Statement Of Income And Comprehensive Income [Abstract]

Other comprehensive income (loss), net of tax:

$ 126

$ 113

$ (19)

Foreign currency translation adjustments, net of tax

^[1]

(20)

Reclassification adjustment for net losses included in net income

(2)

Total other comprehensive income (loss), net of tax

(1)

(20)

Comprehensive income

$ 125

$ 93

$ 16

[1]

Through the year ended December 31, 2018, foreign currency translation adjustments excluded a provision for U.S. federal and state income taxes as a result of the Company's intention to indefinitely reinvest the earnings of its international subsidiaries outside of the United States. In response to increased cash requirements in the U.S. related to the Company’s declaration of a special cash dividend and other strategic initiatives during the fourth quarter of 2019, we determined that we no longer consider certain foreign earnings to be indefinitely reinvested. The deferred income tax liability related to foreign currency translation adjustments is not material. Refer to “Note 11: Income Taxes” for further information.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Cash and cash equivalents (Note 7)

Consolidated Balance Sheets - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Current assets:

$ 319

$ 655

Short-term marketable securities (Note 7)

Accounts receivable and contract assets, net of allowance for doubtful accounts of $25 and $21, respectively (Note 2, Note 4)

183

212

Property and equipment, net (Note 8)

Total current assets

533

915

270

253

^[1]

Operating lease right-of-use assets (Note 2)

Intangible assets, net (Note 9)

110

118

Goodwill (Note 9)

840

756

Deferred income taxes, net (Note 11)

Non-marketable investments (Note 7)

Deferred merchant payables (Note 2)

TOTAL ASSETS

1,984

2,167

Current liabilities:

Accounts payable

159

164

Deferred revenue (Note 4)

Accrued expenses and other current liabilities (Note 12)

203

151

^[2]

Total current liabilities

435

393

Deferred income taxes, net (Note 11)

Other long-term liabilities (Note 13)

380

282

^[1]

Total Liabilities

823

696

Commitments and contingencies (Note 14)

Stockholders’ equity: (Note 16)

Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0

Additional paid-in capital

1,150

1,037

Accumulated other comprehensive income (loss)

681

1,043

^[3]

(63)

(62)

Treasury stock-common stock, at cost, 14,116,534 and 12,056,688 shares, respectively

(607)

(547)

Total Stockholders’ Equity

1,161

1,471

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 1,984

$ 2,167

[1]	Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.
[2]	This adjustment primarily represents the short-term portion of operating and finance lease obligations recorded upon adoption of ASC 842, discussed below.
[3]	Represents a cumulative-effect adjustment of $3 million, net of tax to our beginning balance of retained earnings recorded upon adoption of ASC 842.

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Allowance for doubtful accounts	$ 25	$ 21
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,600,000,000	1,600,000,000
Common stock, shares issued	138,698,307	137,158,010
Common stock, shares outstanding	124,581,773	125,101,322
Treasury stock, shares	14,116,534	12,056,688
Class B Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	12,799,999	12,799,999
Common stock, shares outstanding	12,799,999	12,799,999

Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Millions	Total	Class B Common Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance at Dec. 31, 2016	$ 1,502			$ 831	$ 945	$ (77)	$ (197)
Beginning balance, shares at Dec. 31, 2016		12,799,999	134,706,467				(3,395,487)
Net income (loss)	(19)				(19)
Other comprehensive income (loss), net of tax	35					35
Issuance of common stock related to exercise of options and vesting of RSUs	3			3
Issuance of common stock related to exercise of options and vesting of RSUs, shares			910,796
Repurchase of common stock (Note 16)	$ (250)						$ (250)
Repurchase of common stock, shares	(6,079,003)						(6,079,003)
Withholding taxes on net share settlements of equity awards	$ (17)			(17)
Stock-based compensation	109			109
Ending balance at Dec. 31, 2017	1,363			926	926	(42)	$ (447)
Ending balance, shares at Dec. 31, 2017		12,799,999	135,617,263				(9,474,490)
Net income (loss)	113				113
Cumulative effect adjustment from adoption of new accounting guidance	4				4
Other comprehensive income (loss), net of tax	(20)					(20)
Issuance of common stock related to exercise of options and vesting of RSUs	6			6
Issuance of common stock related to exercise of options and vesting of RSUs, shares			1,540,747
Repurchase of common stock (Note 16)	$ (100)						$ (100)
Repurchase of common stock, shares	(2,582,198)						(2,582,198)
Withholding taxes on net share settlements of equity awards	$ (26)			(26)
Stock-based compensation	131			131
Ending balance at Dec. 31, 2018	$ 1,471			1,037	1,043	(62)	$ (547)
Ending balance, shares at Dec. 31, 2018	125,101,322	12,799,999	137,158,010				(12,056,688)
Net income (loss)	$ 126				126
Cumulative effect adjustment from adoption of new accounting guidance	3				3
Other comprehensive income (loss), net of tax	(1)					(1)
Issuance of common stock related to exercise of options and vesting of RSUs	2			2
Issuance of common stock related to exercise of options and vesting of RSUs, shares			1,540,297
Repurchase of common stock (Note 16)	$ (60)						$ (60)
Repurchase of common stock, shares	(2,059,846)						(2,059,846)
Cash dividends declared to common stockholders	$ (488)				(488)
Common stock dividend equivalents awarded to holders of nonvested restricted stock units	(3)				(3)
Withholding taxes on net share settlements of equity awards	(29)			(29)
Stock-based compensation	140			140
Ending balance at Dec. 31, 2019	$ 1,161			$ 1,150	$ 681	$ (63)	$ (607)
Ending balance, shares at Dec. 31, 2019	124,581,773	12,799,999	138,698,307				(14,116,534)

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating activities:
Net income (loss)	$ 126	$ 113	$ (19)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment, including amortization of internal-use software and website development	93	82	79
Amortization of intangible assets	33	34	32
Stock-based compensation expense (Note 6)	124	118	96
Deferred income tax expense (benefit) and other, net	14	12	39
Changes in operating assets and liabilities, net of effects from acquisitions and other investments:
Accounts receivable and contract assets, prepaid expenses and other assets	23	(8)	(36)
Accounts payable, accrued expenses and other liabilities	(1)	22
Deferred merchant payables	(3)	14	14
Income tax receivables/payables, net	17	13	38
Deferred revenue	(2)	5	(5)
Net cash provided by operating activities	424	405	238
Investing activities:
Capital expenditures, including internal-use software and website development	(83)	(61)	(64)
Acquisitions and other investments, net of cash acquired (Note 3)	(110)	(24)
Purchases of marketable securities	(133)	(16)	(63)
Sales of marketable securities	80	59	105
Maturities of marketable securities	70	5	28
Other investing activities, net		(12)
Net cash provided by (used in) investing activities	(176)	(49)	6
Financing activities:
Repurchase of common stock (Note 16)	(60)	(100)	(250)
Payment of common stock cash dividends to stockholders (Note 16)	(488)
Payments of finance lease obligation (Note 2)	(5)
Proceeds from exercise of stock options	2	6	3
Payment of withholding taxes on net share settlements of equity awards	(29)	(26)	(17)
Net cash used in financing activities	(580)	(358)	(200)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(4)	(16)	17
Net increase (decrease) in cash, cash equivalents and restricted cash	(336)	(18)	61
Cash, cash equivalents and restricted cash at beginning of period	655	673	612
Cash, cash equivalents and restricted cash at end of period	319	655	673
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes, net of refunds	47	53	62
Cash paid during the period for interest	6	8	13
Supplemental disclosure of non-cash investing and financing activities:
Stock-based compensation capitalized with internal-use software and website development costs	19	13	13
Equity method investment acquired for non-cash consideration	$ 41
2015 Credit Facility
Financing activities:
Proceeds from credit facility, net of financing costs		5	433
Payments to credit facility		(235)	(296)
Chinese Credit Facilities
Financing activities:
Payments to credit facility		(10)
Proceeds from credit facility		$ 2
2016 Credit Facility
Financing activities:
Payments to credit facility			$ (73)

Organization and Business Description

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Organization and Business Description

NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION

We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor,” “the Company,” “us,” “we” and “our” in these notes to the consolidated financial statements.

On December 20, 2011, Expedia Group, Inc. (“Expedia”) completed a spin-off of Tripadvisor into a separate publicly traded Delaware corporation. We refer to this transaction as the “Spin-Off.” Tripadvisor’s common stock began trading on the NASDAQ as an independent public company on December 21, 2011, under the trading symbol “TRIP.”

On December 11, 2012, Liberty Interactive Corporation, or Liberty, purchased an aggregate of approximately 4.8 million shares of common stock of Tripadvisor from Barry Diller, our former Chairman of the Board of Directors and Senior Executive, and certain of his affiliates. As a result, Liberty beneficially owned approximately 18.2 million shares of our common stock and 12.8 million shares of our Class B common stock.

On August 27, 2014, the entire beneficial ownership of our common stock and Class B common stock held by Liberty was acquired by Liberty Tripadvisor Holdings, Inc., or LTRIP. Simultaneously, Liberty, LTRIP’s former parent company, distributed, by means of a dividend, to the holders of its Liberty Ventures common stock, Liberty’s entire equity interest in LTRIP. We refer to this transaction as the “Liberty Spin-Off”. As a result of the Liberty Spin-Off, effective August 27, 2014, LTRIP became a separate, publicly traded company holding 100% of Liberty’s interest in Tripadvisor.

As a result of these transactions, as of December 31, 2019, LTRIP beneficially owned approximately 18.2 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute 14.6% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own 22.5% of the outstanding common stock. Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share, LTRIP may be deemed to beneficially own equity securities representing 57.9% of our voting power.

Description of Business

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

Under our flagship brand, Tripadvisor, we launched www.Tripadvisor.com in the United States in 2000. Since then, we have launched localized versions of the Tripadvisor website in 48 markets and 28 languages worldwide. Tripadvisor features 859 million reviews and opinions on 8.6 million places to stay, places to eat and things to do – including 1.4 million hotels, inns, B&Bs and specialty lodging, 842,000 rental properties, 5.2 million restaurants and 1.2 million travel activities and experiences worldwide. Tripadvisor’s rich content and engaged community attract the world’s largest travel audience, based on monthly unique visitors, including 463 million average monthly unique visitors in the third quarter of 2019 during the peak summer travel season. In addition to the flagship Tripadvisor brand, we own and operate a portfolio of travel media brands and businesses, operating under various websites including the following: www.airfarewatchdog.com, www.bokun.io, www.bookingbuddy.com, www.cruisecritic.com, www.familyvacationcritic.com, www.flipkey.com, www.thefork.com (including www.lafourchette.com, www.eltenedor.com, www.restorando.com, and www.bookatable.co.uk), www.holidaylettings.co.uk, www.holidaywatchdog.com, www.housetrip.com, www.jetsetter.com, www.niumba.com, www.onetime.com, www.oyster.com, www.seatguru.com, www.singleplatform.com, www.smartertravel.com, www.vacationhomerentals.com, and www.viator.com.

During the first quarter of 2019, as part of our continuous review of the business, we evaluated our operations and realigned the reportable segment information which our chief operating decision maker, or CODM, regularly assesses to evaluate performance for operating decision-making purposes, including evaluation and allocation of resources. The CODM for the Company is our Chief Executive Officer. The revised segment reporting structure includes the following reportable segments: (1) Hotels, Media & Platform; and (2) Experiences & Dining. For further information on our segments and principal revenue streams within these segments refer to “Note 4: Revenue Recognition” and “Note 18: Segment and Geographic Information” in the notes to our consolidated financial statements. All prior period segment disclosure information has been reclassified to conform to the current reporting structure in this Form 10-K. These reclassifications had no effect on our consolidated financial statements in any period.

Seasonality

Consumers’ travel expenditures follow a seasonal pattern. Correspondingly, travel partners’ advertising investments and, therefore, our revenue and profits, also follow a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points. Significant shifts in our business mix or adverse economic conditions could result in future seasonal patterns that are different from historical trends.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We believe that the assumptions underlying our consolidated financial statements are reasonable. However, these consolidated financial statements do not present our future financial position, the results of our future operations and cash flows.

One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in Internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financials results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate.

Accounting Estimates

We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include: (i) recognition and recoverability of goodwill, definite-lived intangibles and other long-lived assets; and (ii) accounting for income taxes. Refer to “Note 11: Income Taxes” for further discussion of our significant income tax amounts included in our consolidated financial statements.

Revenue Recognition

Refer to “Note 4: Revenue Recognition” for a discussion about our revenue recognition policies and other financial disclosures.

Cost of Revenue

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

Selling and Marketing

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

We incur advertising expense, which includes traffic generation costs from SEM and other online traffic costs, affiliate program commissions, display advertising, social media, and other online, and offline (primarily television) advertising expense, promotions and public relations to promote our brands. We expense the costs associated with communicating the advertisements in the period in which the advertisement takes place. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. For the years ended December 31, 2019, 2018 and 2017, we recorded advertising expense of $423 million, $544 million, and $629 million, respectively, in selling and marketing expense on our consolidated statements of operations. As of both December 31, 2019 and 2018, we had $2 million of prepaid advertising expenses included in prepaid expenses and other current assets on our consolidated balance sheets. We expect to fully expense our prepaid advertising asset of $2 million as of December 31, 2019 to the consolidated statement of operations during 2020.

Technology and Content

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

General and Administrative

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

Stock-Based Compensation

Stock Options. The exercise price for all stock options granted by us has been equal to the market price of the underlying shares of common stock at the date of grant. In this regard, when making stock option awards, our practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of our common stock on the date of grant. Our stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. We amortize the grant-date fair value of our stock option grants as stock-based compensation expense over the vesting term on a straight-line basis, with the

amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

The estimated grant-date fair value of stock options is calculated using a Black-Scholes Merton option-pricing model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to fair value stock-based awards, which includes the risk-free rate of return, expected volatility, expected term and expected dividend yield. Our risk-free interest rate is based on the rates currently available on zero-coupon U.S. Treasury issues, in effect at the time of the grant, whose remaining maturity period most closely approximates the stock option’s expected term assumption. Our expected volatility is calculated by equally weighting the historical volatility and implied volatility on our own common stock. Historical volatility is determined using actual daily price observations of our common stock price over a period equivalent to or approximate to the expected term of our stock option grants to date. Implied volatility represents the volatility calculated from the observed prices of our actively traded options on our common stock, with remaining maturities in excess of six months and market prices approximate to the exercise prices of the stock option grant. We estimate our expected term using historical exercise behavior and expected post-vest termination data. Our expected dividend yield is zero as we have not historically paid regular cash dividends on our common stock and do not expect to pay regular cash dividends for the foreseeable future.

Restricted Stock Units. RSUs are stock awards that are granted to employees entitling the holder to shares of our common stock as the award vests. RSUs are measured at fair value based on the quoted price of our common stock at the date of grant. We amortize the fair value of RSUs as stock-based compensation expense over the vesting term, which is typically over a four-year requisite service period on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

Performance-Based Awards. Performance-based stock options and RSUs vest upon achievement of certain company-based performance conditions and a requisite service period. On the date of grant, the fair value of a performance-based award is calculated using the same method as our service based stock options and RSUs described above. We then assess whether it is probable that the individual performance targets would be achieved. If assessed as probable, compensation expense will be recorded for these awards over the estimated performance period. At each reporting period, we will reassess the probability of achieving the performance targets and the performance period required to meet those targets. The estimation of whether the performance targets will be achieved and of the performance period required to achieve the targets requires judgment, and to the extent actual results or updated estimates differ from our current estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The ultimate number of shares issued and the related compensation expense recognized will be based on a comparison of the final performance metrics to the specified targets.

Market-Based Awards. We issue market-based performance RSUs, or market-based RSUs (“MSUs”), which vest upon achievement of specified levels of market conditions. The fair value of our MSUs is estimated at the date of grant using a Monte-Carlo simulation model. The probabilities of the actual number of market-based performance units expected to vest and resultant actual number of shares of common stock expected to be awarded are reflected in the grant date fair values; therefore, the compensation expense for these awards will be recognized assuming the requisite service period is rendered and are not adjusted based on the actual number of awards that ultimately vest.

Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards, and subsequent events are not indicative of the reasonableness of our original estimates of fair value. The Company accounts for forfeitures in the period in which they occur, rather than estimate expected forfeitures.

Income Taxes

We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting

methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted income tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. We classify deferred tax assets and liabilities as noncurrent on our consolidated balance sheet.

We record liabilities to address uncertain tax positions we have taken in previously filed tax returns or that we expect to take in a future tax return. The determination for required liabilities is based upon an analysis of each individual tax position, taking into consideration whether it is more likely than not that our tax position, based on technical merits, will be sustained upon examination.

Cash and Cash Equivalents

Our cash consists of cash deposits held in global financial institutions. Our cash equivalents consist of highly liquid investments, including money market funds and marketable debt securities, with maturities of 90 days or less at the date of purchase.

For all periods presented, our restricted cash, which primarily consists of escrowed security deposits, was not material and is included in other long-term assets on our consolidated balance sheet.

Marketable Securities

We classify our marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable debt securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at the balance sheet date will be classified as short-term and marketable debt securities with maturities greater than 12 months from the balance sheet date will generally be classified as long-term. We classify our marketable equity securities, limited by policy to money market funds and mutual funds, as either a cash equivalent, short-term or long-term based on the nature of each security and its availability for use in current operations.

Our marketable debt securities are classified and accounted for as available-for-sale, and therefore are carried at fair value, with the unrealized gains and losses, net of taxes, reported in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Fair values are determined for each individual security in the investment portfolio. We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate the designations at each balance sheet date. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments. Realized gains and losses on the sale of marketable securities are determined by specific identification of each security’s cost basis. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration, liquidity, and duration management. The weighted average maturity of our total invested cash shall not exceed 18 months, and no security shall have a final maturity date greater than three years, according to our investment policy.

We continually review our available for sale securities to determine whether a decline in fair value below the carrying value is other than temporary. When evaluating an investment for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below its cost basis, the financial

condition of the issuer and any changes thereto, and our intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s cost basis. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If we do not intend to sell the security, but it is probable that we will not collect all amounts due, then only the impairment due to the credit risk would be recognized in earnings and the remaining amount of the impairment would be recognized in accumulated other comprehensive loss within stockholders’ equity.

Non-Marketable Equity Investments

We account for non-marketable equity investments through which we exercise significant influence but do not have control over the investee under the equity method. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the investment as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the investee. In the event we are unable to obtain accurate financial information from the investee in a timely manner, we record our share of earnings or losses of such equity investment on a lag.

Our non-marketable equity securities not accounted for under the equity method and that do not have a readily determinable fair value are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. We classify our non-marketable equity investments as long-term assets on our consolidated balance sheet as those investments do not have stated contractual maturity dates.

On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether these investments are impaired. Qualitative factors considered include industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, we prepare a quantitative assessment of the fair value of our equity investments, which may include using both the market and income approaches which require judgment and the use of estimates, including discount rates, investee revenues and costs, and available comparable market data of private and public companies, among others. When our assessment indicates that an impairment exists, we measure our non-marketable equity securities at fair value.

Valuations of such privately-held companies are inherently complex and uncertain due to the lack of liquid market for the company’s securities. In addition, such investments are inherently risky in that such companies are typically at an early stage of development, may have no or limited revenues, may not be or may never become profitable, may not be able to secure additional funding or their technologies, services or products may not be successfully developed or introduced into the market.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for doubtful accounts. We record accounts receivable at the invoiced amount. Our customer invoices are generally due 30 days from the time of invoicing. Collateral is not required for accounts receivable. For all accounts, we may determine an allowance by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, a specific customer’s ability to pay its obligations to us, and the condition of the general economy and industry as a whole.

The following table presents the changes in our allowance for doubtful accounts for the periods presented:

	December 31,
	2019			2018			2017
	(in millions)
Allowance for doubtful accounts:
Balance, beginning of period	$	21		$	16		$	9
Charges to earnings		11			11			8
Write-offs, net of recoveries and other adjustments		(7	)		(6	)		(1	)
Balance, end of period	$	25		$	21		$	16

Derivative Financial Instruments

In certain circumstances, we enter into foreign currency forward exchange contracts (“forward contracts”) to reduce, to the extent practical, our potential exposure to the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. We account for derivative instruments that do not qualify for hedge accounting as either assets or liabilities and carry them at fair value, with any subsequent adjustments to fair value recorded in other income (expense), net on our consolidated statements of operations. Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in spot rates reported in other income (expense), net on our consolidated statements of operations. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not expected to be significant due to the short-term nature of the contracts, which to date, have typically had maturities at inception of 90 days or less. The net cash received or paid related to our derivative instruments are classified in other investing activities in our consolidated statements of cash flows. Counterparties to forward contracts consist of major international financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. We do not use derivatives for trading or speculative purposes. We had not entered into any cash flow, fair value or net investment hedges as of December 31, 2019. Refer to “Note 7: Financial Instruments and Fair Value Measurements” for further disclosure on our derivatives.

Property and Equipment, Including Website and Software Development Costs

We record property and equipment at cost, net of accumulated depreciation. We capitalize certain costs incurred during the application development stage related to the development of websites and internal use software when it is probable the project will be completed and the software will be used as intended. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. We expense costs related to the planning and post-implementation phases of software and website development as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized.

We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is three to five years for computer equipment, capitalized software and website development, office furniture and other equipment. We depreciate leasehold improvements using the straight-line method, over the shorter of the estimated useful life of the improvement or the remaining term of the lease.

Leases

We lease office space in a number of countries around the world, generally under non-cancelable operating lease agreements. Our Headquarters Lease is our most significant office space lease, accounted for as a finance lease under the new lease accounting guidance, or ASC 842, Leases, which the Company adopted on January 1, 2019. The

Company has also entered into data center and certain equipment leases, such as network equipment and other leases, which are not material to our consolidated financial statements.

Refer to the Recently Adopted Accounting Pronouncements section below, for a detailed accounting discussion on the impact of this new guidance to our existing leases and accounting policy.

Business Combinations

We account for acquired businesses using the acquisition method of accounting which requires that the tangible assets and identifiable intangible assets acquired and assumed liabilities be recorded at the date of acquisition at their respective fair values. Any excess purchase price over the estimated fair value of the net tangible and intangible assets acquired is allocated to goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets may include but are not limited to future expected cash flows from customer and supplier relationships, acquired technology and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Valuations are performed by management or third party valuation specialists under management's supervision, where appropriate. Any changes to provisional amounts identified during the measurement period, calculated as if the accounting had been completed as of the acquisition date, are recognized in the consolidated financial statements in the reporting period in which the adjustment amounts are determined.

Goodwill and Intangible Assets

Goodwill

We assess goodwill, which is not amortized, for impairment annually during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill.

The Company has the option to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In the evaluation of goodwill for impairment, we generally first perform a qualitative assessment to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that the estimated fair value of the reporting unit is less than the carrying amount. Periodically, we may choose to forgo the initial qualitative assessment and proceed directly to a quantitative analysis to assist in our annual evaluation. When assessing goodwill for impairment, our decision to perform a qualitative impairment assessment for an individual reporting unit in a given year is influenced by a number of factors, including, but not limited to the size of the reporting unit's goodwill, the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments from the date of acquisition to establish an updated baseline quantitative analysis, and other performance and market indicators. During a qualitative assessment, if we determine that it is not more likely than not that the implied fair value of the goodwill is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the implied fair value of the goodwill is less than its carrying amount, we then perform a quantitative assessment and compare the estimated fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its estimated fair value, the goodwill impairment is measured using the difference between the carrying value and the fair value of the reporting unit; however, any loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.

In determining the estimated fair values of reporting units in a quantitative goodwill impairment test, we generally use a blend, of the following recognized valuation methods: the income approach (discounted cash flows model) and the market valuation approach, which we believe compensates for the inherent risks of using either model on a stand-alone basis. The discounted cash flows model indicates the fair value of the reporting units based

on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: weighted average cost of capital; long-term rate of growth and profitability of the reporting unit; income tax rates and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison to comparable publicly traded firms in similar lines of business and other precedent transactions. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and/or income multiples in estimating the fair value of the reporting units. Valuations are performed by management or third party valuation specialists under management's supervision, where appropriate. We believe that the estimated fair values assigned to our reporting units in impairment tests are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. The use of different assumptions, estimates or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge.

During the first quarter of 2019, the composition of our reportable segments was revised, as discussed in “Note 1: Organization and Business Description.” Prior to implementing the revised segment reporting structure, our previously disclosed Hotel segment was considered a single reporting unit. Following the change in reportable segments, our legacy Hotel reporting unit was split into four distinct reporting units – (1) Hotels, Media & Platform, (2) SmarterTravel, (3) Flights, Cruises and Car, and (4) Tripadvisor China for the purposes of goodwill impairment testing. As a result, we first performed a qualitative assessment on our previous Hotel reporting unit prior to implementing the revised segment reporting structure and determined that it was more likely than not that the fair value of this reporting unit was greater than the carrying value; which was consistent with our conclusion in the fourth quarter of 2018. We then performed a goodwill impairment test for each of the new reporting units upon the change in reportable segments using a quantitative assessment. We concluded the estimated fair values were significantly in excess of the carrying values for these reporting units. We also performed sensitivity analyses, such as calculating estimated fair values using different rates for the weighted-average cost of capital and long-term rates of growth in the income approach and different revenue/income multiples in our market approach and the estimated fair values remained in excess of the carrying values. Therefore, no indications of impairment were identified as a result of these changes in the first quarter of 2019.

During the Company's annual goodwill impairment test during the fourth quarter of 2019, a qualitative assessment was performed for the following reporting units: (1) Hotels, Media & Platform, (2) SmarterTravel, (3) Flights, Cruises and Car, (4) Dining, and (5) Experiences, while a quantitative assessment of the Rentals and Tripadvisor China reporting units goodwill was performed. For fiscal 2019, we determined the fair value of all our reporting units were in excess of their carrying values. Accordingly, we did not recognize any impairment charges during the year ending December 31, 2019. As part of our qualitative assessment for our 2019 goodwill impairment analysis of our reporting units, the factors that we considered included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value including the decrease in the Company’s market price during 2019, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units, (i) changes in the regulatory environment; (j) changes in strategic outlook or organizational structure and leadership of the reporting units; and (k) other relevant factors, and how these factors might impact specific performance in future periods. However, as we periodically reassess estimated future cash flows and asset fair values, changes in our estimates and assumptions may cause us to realize material impairment charges in the future.

Intangible Assets

Intangible assets with estimable useful lives, or definite-lived intangibles, are carried at cost and are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment upon certain triggering events. We routinely review the remaining estimated useful lives of definite-lived intangible assets. If we reduce the estimated useful life assumption, the remaining unamortized balance is amortized over the revised estimated useful life.

Intangible assets that have indefinite lives are not amortized and are tested for impairment annually during the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Similar to the qualitative assessment for goodwill, we may assess qualitative factors to determine if it is more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount. If we determine that it is not more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more likely than not that the implied fair value of the indefinite-lived intangible asset is less than its carrying amount, we compare the implied fair value of the indefinite-lived asset with its carrying amount. If the carrying amount of an individual indefinite-lived intangible asset exceeds its implied fair value, the individual asset is written down by an amount equal to such excess. The assessment of qualitative factors is optional and at our discretion. We may bypass the qualitative assessment for any indefinite-lived intangible asset in any period and resume performing the qualitative assessment in any subsequent period. We base our quantitative measurement of fair value of indefinite-lived intangible assets, using the relief-from-royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate future revenues, the appropriate royalty rate and the weighted average cost of capital, however, such assumptions are inherently uncertain and actual results could differ from those estimates. The use of different assumptions, estimates or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge.

The carrying value of indefinite-lived intangible assets that is subject to annual assessment for impairment is $30 million at December 31, 2019 and consists of trademarks and tradenames. During the Company's annual indefinite-lived intangible impairment test during the fourth quarter of 2019, a qualitative assessment was performed. As part of our qualitative assessment we considered, amongst other factors, the amount of excess fair value of our trade names and trademarks to the carrying value of those same assets, changes in estimates, and valuation input assumptions, since our previous quantitative analysis. After considering these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative assessment, we determined that it was more likely than not that our indefinite-lived intangible assets were not impaired as of December 31, 2019.

Impairment of Long-Lived Assets

We periodically review the carrying amount of our definite-lived intangible assets and other long-term assets, including property and equipment and website and internal use software, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we assess the recoverability of the asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset of the group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows, using an appropriate discount rate. Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their fair value and would be included in operating income on the consolidated statement of operations. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. We have not identified any circumstances that would warrant an impairment charge for any recorded definite-lived intangibles or other long term assets on our consolidated balance sheet at December 31, 2019.

Deferred Merchant Payables

In our Experiences and Rentals free-to-list offerings, we generally receive cash from travelers at the time of booking and we record these amounts, net of commissions, on our consolidated balance sheets as deferred merchant payables. We pay the suppliers, or the vacation rental owners and third-party experience providers, respectively, after the travelers’ use. Therefore, we receive cash from the traveler prior to paying the supplier and this operating

cycle represents a working capital source or use of cash to us. Our deferred merchant payables balance was $159 million and $164 million at December 31, 2019 and 2018, respectively, on our consolidated balance sheets.

Foreign Currency Translation and Transaction Gains and Losses

Our consolidated financial statements are reported in U.S. dollars. Certain of our subsidiaries outside of the United States use the related local currency as their functional currency and not the U.S. dollar. Therefore assets and liabilities of our foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment is recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity on our consolidated balance sheet.

We also have subsidiaries that have transactions in foreign currencies other than their functional currency. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in our consolidated statements of operations as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. Accordingly, we have recorded net foreign currency exchange losses of $2 million and $9 million for the years ended December 31, 2019 and 2018, respectively, and a net gain of $1 million for the year ended December 31, 2017, in other income (expense), net on our consolidated statement of operations. These amounts also include transaction gains and losses, both realized and unrealized from forward contracts.

Fair Value Measurements and Disclosures

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. We measure assets and liabilities at fair value based on the expected exit price, which is the amount that would be received on the sale of an asset or amount paid to transfer a liability, as the case may be, in an orderly transaction between market participants in the principal or most advantageous market in which we would transact. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability at the measurement date. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. GAAP provides the following hierarchical levels of inputs used to measure fair value:

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

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

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

Certain Risks and Concentrations

Our business is subject to certain risks and concentrations, including concentration related to dependence on our relationships with our customers. For the years ended December 31, 2019, 2018 and 2017 our two most significant travel partners, Expedia (and its subsidiaries) and Booking (and its subsidiaries), each accounted for more than 10% of our consolidated revenue and combined accounted for 33%, 37% and 43%, respectively, of our consolidated revenue, with nearly all of this revenue concentrated in our Hotels, Media & Platform segment. Refer to “Note 4: Revenue Recognition” and “Note 18: Segment and Geographic Information” for information regarding concentrations related to geographic revenue and our products.

Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of cash and cash equivalents, corporate debt securities, forward contracts, and accounts receivable. We maintain some cash

and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash and cash equivalents are primarily composed of bank account balances with financial institutions primarily denominated in U.S. dollars, Euros, British pounds, and Australian dollars, as well as, money market funds. We invest in highly-rated corporate debt securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. Our credit risk related to corporate debt securities is also mitigated by the relatively short maturity period required by our investment policy. Forward contracts are transacted with various international financial institutions with high credit standings, which to date, have typically had maturities of less than 90 days. Our overall credit risk related to accounts receivable is mitigated by the relatively short collection period.

Contingent Liabilities

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. Significant judgment may be required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.

Treasury Stock

Shares of our common stock repurchased are recorded at cost as treasury stock and result in the reduction of stockholders' equity in our consolidated balance sheet. We may reissue these treasury shares. When treasury shares are reissued, we use the average cost method for determining the cost of reissued shares. If the issuance price is higher than the cost, the excess of the issuance price over the cost is credited to additional paid-in-capital. If the issuance price is lower than the cost, the difference is first charged against any credit balance in additional paid-in-capital from the previous issuances of treasury stock and any remaining balance is charged to retained earnings.

Earnings Per Share (“EPS”)

Refer to “Note 5: Earnings Per Share” for a discussion about how we compute Basic EPS and Diluted EPS.

New Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued new accounting guidance which require a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as assets or expense as incurred. The accounting for the cost of the hosting component of the arrangement (i.e., service costs the customer pays for the cloud computing service) is not affected by this new guidance. The Company uses both internally-developed software and third-party software to operate its business. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted, including adoption in any interim period. Entities have the option to apply the guidance retrospectively or prospectively to all implementation costs incurred after the date of adoption. We will adopt this new guidance as of January 1, 2020 on a prospective basis without adjusting the comparative periods presented. We do not expect the adoption of this new guidance will have a material impact on our consolidated financial statements.

In June 2016, the FASB issued new accounting guidance which replaces the existing incurred loss impairment model with an expected loss methodology on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable and available-for-sale debt securities. For financial assets measured at amortized cost, this new guidance requires an entity to: (1) estimate its lifetime expected credit losses upon recognition of the financial assets and establish an allowance to present the net amount expected to be collected; (2) recognize this allowance and changes in the allowance during subsequent periods through net income;

and (3) consider relevant information about past events, current conditions and reasonable and supportable forecasts in assessing the lifetime expected credit losses. For available-for-sale debt securities, this new guidance made several targeted amendments to the existing other-than-temporary impairment model, including: (1) requiring disclosure of the allowance for credit losses; (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell, is more-likely-than-not required to sell the securities or the maturity of the securities; (3) limiting impairment to the difference between the amortized cost basis and fair value; and (4) not allowing entities to consider the length of time that fair value has been less than amortized cost as a factor in evaluating whether a credit loss exists. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted, including interim periods within those fiscal years beginning after December 15, 2018. Entities are required to adopt this new guidance on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption without adjusting the comparative periods presented. We will adopt this new guidance as of January 1, 2020. We do not expect the adoption of this new guidance will have a material impact on our consolidated financial statements.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued new guidance which revises the accounting for leases (“ASC 842”). ASC 842 requires entities that lease assets to recognize right-of-use (ROU) assets representing its right to use the underlying asset for the lease term and lease liabilities related to the rights and obligations created by those leases on the balance sheet regardless of whether they are classified as finance or operating leases, with classification affecting the pattern and presentation of expenses and cash flows on our consolidated financial statements. In addition, new disclosures are required to meet the objective of enabling users of the financial statements to better understand the amount, timing, and uncertainty of cash flows arising from leases. We adopted ASC 842 on January 1, 2019 and elected the modified retrospective transition method that allowed for a cumulative-effect adjustment in the period of adoption. Financial results for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those periods. The Company has also updated its accounting policies to reflect the new guidance and has implemented lease accounting software to support its accounting process, financial reporting, and new financial disclosure requirements.

We elected the following practical expedients available in transition upon adoption of ASC 842 and accounting policy updates: 1) the “practical expedients package of three”, which allows us to not reassess the following as of the adoption date: a) whether any expired or existing contracts are or contain a lease; b) the lease classification for any expired or existing leases; and c) the accounting treatment for initial direct costs for existing leases; 2) the “short-term lease recognition exemption”, which allows entities to forego recognition of ROU assets and lease liabilities for leases with a lease term of twelve months or less and which also do not include an option to renew the lease term that the entity is reasonably certain to exercise; 3) elect by asset class as an accounting policy, to combine lease and non-lease components as a single component and subsequently account for the combined single component as the lease component; and 4) apply the portfolio approach to similar types of leases where the Company does not reasonably expect the outcome to differ materially from applying the new guidance to individual leases.

The adoption of ASC 842 did not have a material impact to both our consolidated statement of operations and consolidated statement of cash flows during the year ended December 31, 2019. The effect on our consolidated balance sheet as of January 1, 2019 from the adoption of ASC 842 is as follows:

	Balance at December 31, 2018		Adjustments due to ASC 842			Balance at January 1, 2019
	(in millions)
Assets:
Prepaid expenses and other current assets	$	33	$	(3	)	$	30
Property and equipment, net (1)		253		8			261
Operating lease right-of-use assets (1)		—		75			75
Deferred income taxes, net		27		(1	)		26
Other long-term assets		86		(2	)		84

Liabilities:
Accrued expenses and other current liabilities (2)		151		21			172
Other long-term liabilities (1)		282		53			335
Retained earnings (3)	$	1,043	$	3		$	1,046

(1)

Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.

(2)

This adjustment primarily represents the short-term portion of operating and finance lease obligations recorded upon adoption of ASC 842, discussed below.

(3)

Represents a cumulative-effect adjustment of $3 million, net of tax to our beginning balance of retained earnings recorded upon adoption of ASC 842.

We determine whether a contract is or contains a lease at inception of a contract. We define a lease as a contract, or part of a contract, that conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Control over the use of the identified asset means that we have both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

Our lease contracts contain both lease and non-lease components. We account separately for the lease and non-lease components of office space leases and certain other leases, such as data center leases. We allocate the consideration in the contract to the lease and non-lease components based on each component’s relative standalone price. We determine standalone prices for the lease components based on the prices for which other lessors lease similar assets on a standalone basis. We determine standalone prices for the non-lease component based on the prices that other suppliers charge for services for similar assets on a standalone basis. If observable standalone prices are not readily available, we estimate the standalone prices based on other available observable information. However, for certain categories of equipment leases, such as network equipment and others, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases that have similar characteristics, we apply a portfolio approach to effectively account for operating lease ROU assets and operating lease liabilities, hence we do not expect the outcome to differ materially from applying the new guidance to individual leases.

The Company uses its estimated incremental borrowing rate as the discount rate in measuring the present value of our lease payments given the rate implicit in our leases is not typically readily determinable. Given we do not currently borrow on a collateralized basis, our incremental borrowing rate is estimated to approximate the interest rate in which the Company would expect to pay on a collateralized basis over a similar term and payments, and in economic environments where the leased asset is located. We use the portfolio approach to determine the discount rate for leases with similar characteristics or when the Company is reasonably certain that doing so would not materially affect the accounting for those leases to which a single discount rate is applied.

We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales

recognition under the sale-leaseback accounting guidance under GAAP. If we continue to be the deemed owner, for accounting purposes, the facilities are accounted for as financing obligations.

We also establish assets and liabilities for the present value of estimated future costs to return certain of our leased facilities to their original condition for asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs and are included in other long-term liabilities on our consolidated balance sheet. Our asset retirement obligations were not material as of December 31, 2019 and December 31, 2018, respectively.

Operating Leases

Our office space leases, exclusive of our Headquarters Lease, are operating leases, which we lease an aggregate of approximately 505,000 square feet of office space at approximately 50 other locations across North America, Europe, Asia Pacific and South America, in cities such as New York, Boston, London, Sydney, Barcelona, Buenos Aires and Paris, primarily for our sales offices, subsidiary headquarters, and international management teams, pursuant to leases with various expiration dates, with the latest expiring in June 2027.

Based on the present value of remaining lease payments on the Company's existing leases, we recognized $88 million of both operating ROU assets and operating lease liabilities, respectively, on our consolidated balance sheet upon adoption of ASC 842, as of January 1, 2019. These operating ROU assets were then reduced by a net deferred rent balance of $13 million as of January 1, 2019, which primarily consisted of existing deferred and prepaid rent balances.

Operating lease ROU assets and liabilities commencing after January 1, 2019 are recognized at lease commencement date, or the date the lessor makes the leased asset available for use, based on the present value of lease payments over the lease term using the Company’s estimated incremental borrowing rate. ROU assets related to operating leases comprise the initial lease liability, and are then adjusted for any prepaid or deferred rent payments, unamortized initial direct costs, and lease incentives received. Amortization expense for operating lease ROU assets and interest accretion on operating lease liabilities are recognized as a single operating lease cost in our consolidated statement of operations, which results effectively in recognition of rent expense on a straight-line basis over the lease period. The carrying amount of operating lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable; and (2) reduced to reflect lease payments made during the period. We present the combination of both the amortization of operating lease ROU assets and the change in the operating lease liabilities in the same line item in the adjustments to reconcile net income to net cash provided by operating activities in our consolidated statement of cash flows. Lease incentives are recognized as reductions of rental expense on a straight-line basis over the term of the lease. Certain of our operating leases include options to extend the lease terms for up to 6 years and/or terminate the leases within 1 year, which we include in our lease term if we are reasonably certain to exercise these options. Payments under our operating leases are primarily fixed, however, certain of our operating lease agreements include rental payments which are adjusted periodically for inflation. We recognize these costs as variable lease costs on our consolidated statement of operations, which were not material during the year ended December 31, 2019 and 2018. In addition, our short-term lease costs were not material in any period. As of December 31, 2019, we had operating lease ROU assets of $74 million on our consolidated balance sheet.

Finance Lease

In June 2013, we entered into our Headquarters Lease. Pursuant to the Headquarters Lease, the landlord built an approximately 280,000 square foot rental building in Needham, Massachusetts (the “Premises”), and leased the Premises to the Company as our new corporate headquarters for an initial term of 15 years and 7 months or through December 2030. The Company also has an option to extend the term of the Headquarters Lease for two consecutive terms of five years each. The Company was deemed to be the owner of the Premises for accounting purposes only during the construction period under legacy GAAP lease accounting rules, or ASC 840. Accordingly, the Company recorded project construction costs during the construction period incurred by the landlord as a construction-in-progress asset and a related construction financing obligation on our consolidated balance sheet. The amounts that the Company incurred for normal tenant improvements and structural improvements had also been recorded to the construction-in-progress asset. Upon completion of construction at the end of the second quarter of 2015, we

evaluated the construction-in-progress asset and construction financing obligation for de-recognition under the criteria for “sale-leaseback” treatment under ASC 840. We concluded that it did not meet the provisions for sale-leaseback accounting. Therefore, the Headquarters Lease was accounted for as a financing obligation through December 31, 2018, in which we depreciated the building asset over its estimated useful life and incurred interest expense related to the financing obligation, imputed using the effective interest rate method.

Upon the adoption of ASC 842 on January 1, 2019, we derecognized the previous asset and liability recorded for the Headquarters Lease described above, with the exception of a net asset of $26 million, primarily related to structural improvements paid by the Company, net of tenant incentives and accumulated amortization, which is classified as prepaid rent under the new guidance. The Company then assessed the lease classification of our Headquarters Lease and concluded it should be classified and accounted for as a finance lease upon adoption on January 1, 2019. Accordingly, on January 1, 2019, we recognized a finance lease ROU asset and a finance lease liability of $114 million and $88 million, respectively, on our consolidated balance sheet. The difference between the finance lease ROU asset and finance lease liability represents the aforementioned $26 million of net prepaid rent, and is being amortized straight-line over the remaining lease term. As of December 31, 2019, the ROU asset related to our Headquarters Lease was $105 million, net of accumulated amortization of $9 million, and is included in the property and equipment, net on our consolidated balance sheet.

Finance lease ROU assets and finance lease liabilities commencing after January 1, 2019 are recognized similar to an operating lease, at the lease commencement date or the date the lessor makes the leased asset available for use. Finance lease ROU assets are generally amortized on a straight-line basis over the lease term, and the carrying amount of the finance lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable, and (2) reduced to reflect lease payments made during the period. Amortization expense for finance lease ROU assets and interest accretion on finance lease liabilities are recorded to depreciation and interest expense, respectively, in our consolidated statement of operations.

We did not update any financial information or provide any disclosures required under the new guidance for both the years ended December 31, 2018 and 2017, or as of December 31, 2018. The disclosures provided below for the years ended December 31, 2018 and 2017, or as of December 31, 2018 are based on the disclosure requirements under ASC 840.

The components of lease expense were as follows for the periods presented:

	Year ended December 31, 2019
	(in millions)
Operating lease cost (1)	$	24
Finance lease cost
Amortization of right-of-use assets (2)	$	9
Interest on lease liabilities (3)		4
Total finance lease cost	$	13
Sublease income (1)		(3	)
Total lease cost, net	$	34

(1)

Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statement of operations. During both the years ended December 31, 2018 and 2017, we recorded operating lease expense of $21 million and sublease income of $3 million, in our consolidated statement of operations in accordance with ASC 840.

(2)

Amount is included in depreciation expense in our consolidated statement of operations. During both the years ended December 31, 2018 and 2017, we recorded depreciation expense of $3 million related to our Headquarters Lease in our consolidated statement of operations in accordance with ASC 840.

(3)

Amount is included in interest expense in our consolidated statement of operations. During both the years ended December 31, 2018 and 2017, we recorded interest expense of $7 million related to our Headquarters Lease in our consolidated statement of operations in accordance with ASC 840.

Additional information related to our leases is as follows for the periods presented:

	Year ended December 31, 2019
Supplemental Cash Flows Information:	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	26
Operating cash outflows from finance lease		4
Financing cash outflows from finance lease		5

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases (1)	$	106
Finance lease (2)		88

(1)

Amount includes operating leases existing on January 1, 2019 of $88 million and those that commenced during the year ended December 31, 2019 of $18 million.

(2)

Amount represents the finance lease liability arising from obtaining the ROU asset related to our Headquarters Lease, which was recognized upon the adoption of ASC 842 on January 1, 2019.

	As of December 31, 2019
Weighted-average remaining lease term:
Operating leases	4.4 years
Finance lease	11.0 years

Weighted-average discount rate:
Operating leases		4.11	%
Finance lease		4.49	%

Future lease payments under non-cancelable leases as of December 31, 2019 were as follows:


Year Ending December 31,	Operating Leases			Finance Lease
	(in millions)
2020	$	23		$	9
2021		23			10
2022		19			10
2023		13			10
2024		8			10
Thereafter		6			57
Total future lease payments		92			106
Less imputed interest		(8	)		(23	)
Total lease liabilities	$	84		$	83

Reported on consolidated balance sheet as of December 31, 2019	Operating Leases			Finance Lease
	(in millions)
Accrued expenses and other current liabilities	$	20		$	5
Other long-term liabilities		64			78
Total lease liabilities	$	84		$	83

As of December 31, 2018, future minimum lease commitments under our Headquarters Lease and other non-cancelable operating leases for office space with terms of more than one year and contractual sublease income were as follows:

Year	Headquarters Lease (1)		Other Operating Leases		Sublease Income			Total Lease Commitments (Net of Sublease Income)
	(in millions)
2019		9	$	19	$	(3	)	$	25
2020		9		18		(2	)		25
2021		10		16		(2	)		24
2022		10		16		(2	)		24
2023		10		9		—			19
Thereafter		67		9		—			76
Total	$	115	$	87	$	(9	)	$	193

(1)

Amount includes an $83 million financing obligation in other long-term liabilities on our consolidated balance sheet at December 31, 2018, related to the Headquarters Lease.

As of December 31, 2019, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations for us.

Acquisitions and Other Investments

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisitions and Other Investments

NOTE 3: ACQUISITIONS AND OTHER INVESTMENTS

During the years ended December 31, 2019 and 2018, we acquired businesses which were accounted for as purchases of businesses under the acquisition method, or GAAP. We had no business acquisitions during the year ended December 31, 2017. The fair value of purchase consideration has been allocated to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values on the acquisition date, with the remaining amount recorded to goodwill. Acquired goodwill represents the premium we paid over the fair value of the net tangible and intangible assets acquired. We paid a premium in each of these transactions for a number of reasons, including expected operational synergies, the assembled workforces, and the future development initiatives of the assembled workforces. The results of each of these acquired businesses have been included in the consolidated financial statements beginning on the respective acquisition dates. Pro-forma results of operations for these acquisitions have not been presented as the financial impact to our consolidated financial statements, both individually and in aggregate, would not be materially different from historical results. For the years ended December 31, 2019 and 2018, acquisition-related costs which were expensed as incurred, were $2 million and not material, respectively, and are included in general and administrative expenses on our consolidated statements of operations.

2019 Acquisition of Businesses and Other Investments

During the year ended December 31, 2019, we completed three acquisitions of businesses under GAAP with a total purchase price consideration of $110 million for 100% ownership of the following: (1) SinglePlatform, a leading online content management and syndication platform company based in the U.S. acquired in December 2019, (2) BookaTable, an online restaurant reservation and booking platform company based in the U.K. acquired in December 2019; and (3) Restorando, an online restaurant reservation and booking platform company based in Argentina acquired in February 2019. We paid cash consideration of $108 million, net of $2 million of cash acquired. The cash consideration was paid from our U.S. and European cash.

The aggregate purchase price consideration was allocated to the fair value of assets acquired and liabilities assumed. The purchase price allocation of our 2019 acquisitions is preliminary and subject to revision as more information becomes available, primarily related to the estimated values of BookaTable intangible assets, but in any case will not be revised beyond twelve months after the acquisition date. Any change to the fair value of assets

acquired or liabilities assumed will lead to a corresponding change to the purchase price allocable to goodwill in the period the adjustment is determined.

The following summarizes the preliminary allocation, in millions:

	Total
Goodwill (1)	$	85
Intangible assets (2)		26
Net tangible assets (liabilities) (3)		(1	)
Total purchase price consideration (4)	$	110

(1)	Goodwill of $50 million is not deductible for tax purposes.
(2)	Preliminary identifiable definite-lived intangible assets acquired during 2019 were comprised of trade names of $2 million with a weighted average life of 2 years, customer lists and supplier relationships of $10 million with a weighted average life of 8 years, subscriber relationships of $6 million with a weighted average life of approximately 3 years, and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2019 was 6 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date.
(3)	Primarily includes cash acquired of $2 million, accounts receivable of $3 million, prepaid expenses and other current assets of $2 million and liabilities assumed of $8 million, including accounts payable, accrued expenses and other current liabilities, and deferred revenue, which reflect their respective fair values at acquisition.
(4)	Subject to adjustment based on (i) final working capital adjustment calculations; and (ii) indemnification obligations for general representations and warranties of certain acquired company stockholders.

During the year ended December 31, 2019, we also invested $2 million in the equity securities of a privately-held company. Refer to “Note 7: Financial Instruments and Fair Value Measurements” for further disclosure on our non-marketable investments.

2018 Acquisition of Business

During the year ended December 31, 2018, we acquired one business for a purchase price and net cash consideration of $23 million. The cash consideration was paid from our U.S. cash.

The purchase price consideration of $23 million was allocated to the fair value of assets acquired and liabilities assumed. The following summarizes the final purchase price allocation, in millions:

	Total
Goodwill (1)	$	11
Intangible assets (2)		14
Deferred tax liabilities, net		(2	)
Total purchase price consideration (3)	$	23

(1)	Goodwill is not deductible for tax purposes.
(2)	Identifiable definite-lived intangible assets acquired during 2018 were comprised of supplier relationships of $6 million with a weighted average life of 10 years and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of this business during 2018 was 8 years, and will be amortized on a straight-line basis over the estimated useful lives from acquisition date.
(3)	Subject to adjustment based on indemnification obligations for general representations and warranties of certain acquired company stockholders.

Revenue Recognition

12 Months Ended

Dec. 31, 2019

Revenue From Contract With Customer [Abstract]

Revenue Recognition

NOTE 4: REVENUE RECOGNITION

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

(1)

Identification of the contract, or contracts, with a customer

(2)

Identification of the performance obligations in the contract

(3)

Determination of the transaction price

(4)

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

(5)

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

At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We have provided qualitative information about our performance obligations for our principal revenue streams discussed below. There was no significant revenue recognized in the years ended December 31, 2019 and 2018 related to performance obligations satisfied in prior periods, respectively. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year, and we do not have any material unsatisfied performance obligations over one year. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved. Our timing of services, invoicing and payments are discussed in more detail below and do not include a significant financing component. Our customer invoices are generally due 30 days from the time of invoicing.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. Although the substantial majority of our contract costs have an amortization period of less than one year, we have determined contract costs arising from certain sales incentives have an amortization period in excess of one year given the high likelihood of contract renewal. Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. Total capitalized costs to obtain a contract were approximately $4 million and $2 million as of December 31, 2019 and 2018, respectively. We amortize these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling and marketing during the years ended December 31, 2019 and 2018, respectively, were $1 million and not material. We assess such assets for impairment when events or circumstances indicate that the carrying amount may not be recoverable.

The recognition of revenue may require the application of judgment related to the determination of the performance obligations, the timing of when the performance obligations are satisfied and other areas. The determination of our performance obligations does not require significant judgment given that we generally do not provide multiple services to a customer in a transaction, and the point in which control is transferred to the customer is readily determinable. In instances where we recognize revenue over time, we generally have either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of our services. When an estimate for cancellations is included in the transaction price, we base our estimate on historical cancellation rates. There have been no significant adjustments to our cancellation estimates and the cancellation estimates are not material. Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing transaction, that are collected by us from a customer, are reported on a net basis, or in other words excluded from revenue on our consolidated financial statements, which is consistent with prior periods. The application of our revenue recognition policies and a description of our principal activities, organized by segment, from which we generate our revenue, are presented below.

Hotels, Media & Platform Segment

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

In addition, we offer subscription-based advertising to hotel partners, owners of B&Bs and other specialty lodging properties. Our performance obligation is generally to enable subscribers to advertise their businesses on our website, as well as manage and promote their website URL, email address, phone number, special offers and other information related to their business. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue for the amount of prepayment in excess of revenue recognized until the performance obligation is satisfied.

We also offer travel partners the opportunity to advertise and promote their business through hotel sponsored placements on our websites. This service is generally priced on a CPC basis, with payments from travel partners determined by the number of travelers who click on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for hotel sponsored placements that our travel partners pay are based on a pre-determined contractual rate. We record this click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner as our performance obligation is fulfilled at that time. Hotel sponsored placements revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service.

To a lesser extent, we generate transaction revenue from our hotel instant booking feature, which enables hotel shoppers to book directly with a travel partner, with the latter serving as the merchant of record for the transaction, without leaving our website. We earn a commission from our travel partners for each traveler that completes a hotel reservation on our website based on a pre-determined contractual commission rate. Our hotel instant booking revenue includes (i) arrangements where commissions are billable on all instant booking hotel reservations; and (ii) arrangements where the commissions are billable only upon the completion of each traveler’s stay resulting from the reservation. The travel partners provide the service to the travelers and we act as an agent under ASC 606. Our performance obligation in both arrangements is complete at the time of the booking and the commission earned is recognized upon booking, as we have no post-booking service obligations. The amount of revenue recognized for commissions that are billable contingent upon a traveler stay requires an estimate of the impact of cancellations using historical cancellation rates. Contract assets are recognized at the time of booking for commissions that are billable at the time of stay.

Tripadvisor-branded Display and Platform Revenue. We offer travel partners the ability to promote their brands through display-based advertising placements on our websites across all of our segments and business units. Our display-based advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination marketing organizations. We also sell display-based advertising to OTAs and other travel related businesses, as well as advertisers from non-travel categories. Display-based advertising is sold predominantly on a cost per thousand impressions, or CPM, basis. The performance obligation in our display-based advertising arrangements is to display a number of advertising impressions on our websites and we recognize revenue for impressions as they are delivered. Services are generally billed monthly. We have applied the practical expedient to measure progress toward completion, as we have the right to invoice the customer in an amount that directly

corresponds with the value to the customer of our performance to date, which is measured based on impressions delivered.

Experiences & Dining Segment

We provide information and services that allow consumers to research and book activities and attractions in popular travel destinations both through Viator, our dedicated Experiences offering, and on our Tripadvisor website and mobile apps. We also power travel activities and experiences booking capabilities to consumers on affiliate partner websites, including some of the world’s top airlines, hotel chains, and online and offline travel agencies. We work with local tour or travel activities/experiences operators (“the supplier”) to provide consumers the ability to book tours, activities and experiences (“the activity”) in popular destinations worldwide. We generate commissions for each booking transaction we facilitate through our online reservation system. We provide post-booking service to the customer until the time of the activity, which is the completion of the performance obligation. Revenue is recognized at the time that the activity occurs. We generally do not control the activity before the supplier provides it to our customer and therefore act as agent for nearly all of these transactions under ASC 606. We generally collect payment from the customer at the time of booking that includes both our commission revenue and the amount due to the supplier. Our commission revenue is recorded as deferred revenue until the activity occurs and revenue is recognized, and the amount due to the supplier is recorded as deferred merchant payables on our consolidated balance sheet until completion of the activity and payment is made to the supplier. To a lesser extent, we earn commissions from affiliate partners, or third-party merchant partners who display and promote on their websites the supplier activities available on our platform to generate bookings. In these transactions, where we are not the merchant of record, we generally invoice and receive commissions directly from the third-party merchant partners. Our performance obligation is to allow the third-party merchant partners to display and promote on their website suppliers who utilize our platform and we earn a commission when consumers book and complete an activity. We do not control the service and act as an agent for these transactions under ASC 606. Our performance obligation is complete and revenue is recognized at the time of the booking, as we have no post-booking obligations. We recognize this revenue net of an estimate of the impact of cancellations using historical cancellation rates. Contract assets are recognized for commissions that are billable contingent upon completion of the activity.

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

Other

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

In addition, Other also includes revenue generated from flights, cruises, and car offerings on Tripadvisor, as well as revenue from non-Tripadvisor-branded websites not otherwise described above, such as www.bookingbuddy.com, www.cruisecritic.com, www.onetime.com and www.smartertravel.com, and Tripadvisor China, which primarily includes click-based advertising and display-based advertising revenue. The performance obligations, timing of customer payments for these brands, and methods of revenue recognition are generally consistent with click-based advertising and display-based advertising revenue, as described above.

Practical Expedients and Exemptions

We expense costs to obtain a contract as incurred, such as sales incentives, when the amortization period would have been one year or less.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Disaggregation of Revenue

We disaggregate revenue from contracts with customers into major products/revenue sources. We have determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in “Note 18: Segment and Geographic Information”, our business consists of two reportable segments – (1) Hotels, Media & Platform; and (2) Experiences & Dining. A reconciliation of disaggregated revenue to segment revenue is also included below.

	Year ended December 31,
	2019		2018
Major products/revenue sources (1):	(in millions)
Hotels, Media & Platform
Tripadvisor-branded hotels	$	779	$	848
Tripadvisor-branded display and platform		160		153
Total Hotels, Media & Platform		939		1,001

Experiences & Dining		456		372
Other (2)		165		242
Total Revenue	$	1,560	$	1,615

(1)

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

(2)

Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment

Contract Balances

The following table provides information about the opening and closing balances of accounts receivables and contract assets from contracts with customers (in millions):

	December 31, 2019		December 31, 2018
Accounts receivable	$	176	$	205
Contract assets		7		7
Total	$	183	$	212

Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that we have transferred to a customer when that right is conditional on something other than the passage of time, such as commission payments that are contingent upon the completion of the service by the principal in the transaction. Contract liabilities generally include payments received in advance of performance under the contract, and are realized as revenue as the performance obligation to the customer is satisfied, which we present as deferred revenue on our consolidated balance sheets. As of January 1, 2019 and 2018, we had $63 million and $59 million, respectively, recorded as deferred revenue on our consolidated balance sheet, of which $61 million and $57 million, respectively, was recognized in revenue and $2 million was refunded due to cancellations by travelers during both years ended December 31, 2019 and 2018. The difference between the opening and closing balances of our deferred revenue primarily results from the timing differences between when we receive customer payments and the time in which we satisfy our performance obligations. The difference between the opening and closing balances of our contract assets primarily results from the timing difference between when we satisfy our performance obligations and the time when the principal completes the service in the transaction. There were no significant changes in contract assets or deferred revenue during the years ended December 31, 2019 and 2018 related to business combinations, impairments, cumulative catch-ups or other material adjustments.

Earnings Per Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 5: EARNINGS PER SHARE

Basic Earnings Per Share Attributable to Common Stockholders

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

Diluted Earnings Per Share Attributable to Common Stockholders

Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method. We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of common and common equivalent shares outstanding during the period. We computed the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated above, and (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily related to stock options and the vesting of restricted stock units using the treasury stock method, and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

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

In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is anti-dilutive.

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

	Year ended December 31,
	2019		2018		2017
Numerator:
Net income (loss)	$	126	$	113	$	(19	)
Denominator:
Weighted average shares used to compute Basic EPS		138,975		138,116		140,445
Weighted average effect of dilutive securities:
Stock options		155		351		—
RSUs/MSUs		1,528		1,908		—
Weighted average shares used to compute Diluted EPS		140,658		140,375		140,445
Basic EPS	$	0.91	$	0.82	$	(0.14	)
Diluted EPS	$	0.89	$	0.81	$	(0.14	)

Potential common shares, consisting of outstanding stock options, service and performance-based restricted stock units (“RSUs”) and market-based restricted stock units (“MSUs”), totaling approximately 6.7 million, 6.2 million, and 12.5 million, for the years ended December 31, 2019, 2018 and 2017, respectively, have been excluded from the calculations of Diluted EPS because their effect would have been antidilutive. In addition, potential common shares of certain performance-based awards of approximately 0.7 million, 0.5 million, and 0.6 million, for the years ended December 31, 2019, 2018 and 2017, respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods.

The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. In addition, our non-vested RSUs are entitled to dividend equivalents, which will be payable to the holder subject to,

and upon vesting of, the underlying awards and are therefore forfeitable. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two‑class method of determining earnings per share.

Stock Based Awards and Other Equity Instruments

12 Months Ended

Dec. 31, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Awards and Other Equity Instruments

NOTE 6: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

Stock-based Compensation Expense

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

	Year ended December 31,
	2019			2018			2017
	(in millions)
Cost of revenue	$	1		$	1		$	—
Selling and marketing		23			21			21
Technology and content		55			51			40
General and administrative		45			45			35
Total stock-based compensation expense		124			118			96
Income tax benefit from stock-based compensation expense		(28	)		(27	)		(28	)
Total stock-based compensation expense, net of tax effect	$	96		$	91		$	68

We capitalized $19 million, $13 million and $13 million of stock-based compensation expense as internal-use software and website development costs during the years ended December 31, 2019, 2018 and 2017, respectively.

Stock and Incentive Plans

On December 20, 2011, our 2011 Stock and Annual Incentive Plan (the “2011 Plan”) became effective and we filed a to Registration Statement registering a total of 17,500,000 shares of our common stock, of which 17,400,000 shares were issuable in connection with grants of equity-based awards under our 2011 Plan and 100,000 shares were issuable under our Deferred Compensation Plan for Non-Employee Directors (refer to “Note 15: Employee Benefit Plans” for information on our Deferred Compensation Plan for Non-Employee Directors). At our annual meeting of stockholders held on June 28, 2013, our stockholders approved an amendment to our 2011 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000 shares.

On June 21, 2018, our stockholders approved the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and we filed a Registration Statement registering 6,000,000 shares plus the number of shares available for issuance (and not subject to outstanding awards) under the 2011 Plan. As of the effective date of the 2018 Plan, no additional awards will be granted under the 2011 Plan. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to our directors, officers, employees and consultants. The summary of the material terms of the 2018 Plan is qualified in its entirety by the full text of the 2018 Plan previously filed.

As of December 31, 2019, the total number of shares reserved for future stock-based awards under the 2018 Plan is approximately 10.1 million shares. All shares of common stock issued in respect of the exercise of options, RSUs, or other equity awards have been issued from authorized, but unissued common stock.

Stock Based Award Activity and Valuation

Stock Option Activity

A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, is presented below:

				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding as of December 31, 2016		5,818		$	57.60
Granted (1)		2,333			40.03
Exercised (2)		(496	)		29.37
Cancelled or expired		(802	)		65.13
Options outstanding as of December 31, 2017		6,853			52.78
Granted		762			43.53
Exercised (2)		(1,162	)		37.26
Cancelled or expired		(412	)		61.46
Options outstanding as of December 31, 2018		6,041			54.00
Granted		752			48.30
Exercised (2)		(195	)		42.17
Cancelled or expired		(581	)		56.97
Options outstanding as of December 31, 2019		6,017		$	50.27		5.9	$	—
Exercisable as of December 31, 2019		3,425		$	57.27		4.2	$	—
Vested and expected to vest after December 31, 2019 (3)		6,017		$	50.27		5.9	$	—

(1)

Inclusive of 780,000 stock options awarded to our Chief Executive Officer and President, or CEO, during November 2017. The estimated grant-date fair value per option, using a Black-Scholes option pricing model was $17.33. These stock options shall vest in equal installments on each of August 1, 2021 and August 1, 2022, subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through August 1, 2022.

(2)

Inclusive of 120,112, 814,635, and 294,410 stock options as of December 31, 2019, 2018 and 2017, respectively, which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. Potential shares which had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

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

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on NASDAQ as of December 31, 2019 was $30.38. The total intrinsic value of stock options exercised for the years ended December 31, 2019, 2018 and 2017 were $2 million, $20 million, and $8 million, respectively.

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

	December 31,
	2019			2018			2017
Risk free interest rate		1.79	%		2.70	%		2.02	%
Expected term (in years)		5.19			5.45			6.13
Expected volatility		42.09	%		41.86	%		42.14	%
Expected dividend yield	— %			— %			— %
Weighted-average grant date fair value	$	21.25		$	18.11		$	16.50

The total fair value of stock options vested for the years ended December 31, 2019, 2018 and 2017 were $15 million, $38 million, and $40 million, respectively. Cash received from stock option exercises for the years ended December 31, 2019, 2018 and 2017 were $2 million, $6 million, and $3 million, respectively.

On June 5, 2017, the Section 16 Committee of our Board of Directors approved an amendment to the nonqualified stock option award (the “Option”) granted on August 28, 2013 to Stephen Kaufer, the Company’s CEO. The amendment provided that the Option will expire on the tenth anniversary, instead of the seventh anniversary, of the grant date. Vesting conditions under the Option were not affected by this amendment. As a result of the modification, incremental fair value of $5 million was recognized to stock-based compensation expense on a straight-line basis over the remaining vesting term, or through August 2018, in general and administrative expense on the consolidated statement of operations.

RSU Activity

A summary of our RSU activity is presented below:

				Weighted
				Average
				Grant-		Aggregate
	RSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested RSUs outstanding as of December 31, 2016		2,856		$	69.35
Granted (1)(2)		4,829			41.58
Vested and released (3)		(1,030	)		67.25
Cancelled		(853	)		52.64
Unvested RSUs outstanding as of December 31, 2017		5,802			48.81
Granted		3,302			43.04
Vested and released (3)		(1,617	)		54.22
Cancelled		(847	)		46.43
Unvested RSUs outstanding as of December 31, 2018		6,640			44.93
Granted (4)		4,688			47.35
Vested and released (3)		(2,002	)		48.11
Cancelled		(857	)		47.19
Unvested RSUs outstanding as of December 31, 2019 (5)		8,469		$	45.42	$	258

(1)

Inclusive of 426,000 service-based RSUs awarded to our CEO during November 2017. The service-based RSU award provides for vesting in two equal annual installments on each of August 1, 2021 and August 1, 2022, subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $34.71. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through August 1, 2022.

(2)	Excludes from the 2017 RSU grants, a performance-based RSU grant for 213,000 shares awarded to our CEO during November 2017. This award provides for vesting based on the extent to which the Company achieves

certain financial and/or the CEO achieves certain strategic performance metrics relative to the targets to be established by the Company’s Compensation Committee. One quarter of these RSUs may vest and settle annually based on actual performance relative to the targets established annually for each of the four fiscal years ending December 31, 2018, December 31, 2019, December 31, 2020, and December 31, 2021, of which 60,582 RSUs vested and settled during the year ending December 31, 2019 related to the achievement of 2018 annual performance targets. The estimated grant-date fair value per RSU will be calculated upon the establishment of annual performance targets and each tranche will be amortized on a straight-line basis over its requisite service period. At any point in time during the vesting period, the award’s expense to date will at least equal the portion of the grant-date fair value that is expected to vest at that date. Based upon actual attainment relative to the target performance metrics, the CEO has the ability to receive up to 125% of the target number originally granted, or to be issued none at all.

(3)

Inclusive of 532,164, 424,848, and 301,932 RSUs as of December 31, 2019, 2018 and 2017, respectively, withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

(4)	Inclusive of 843,426 dividend equivalents issued to employees holding non-vested RSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.

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

A summary of our RSU activity for MSUs is presented below:

				Weighted
				Average
				Grant-		Aggregate
	MSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested MSUs outstanding as of December 31, 2017 (1)		213		$	30.04
Granted (2)		71			59.40
Vested and released		—
Cancelled		—
Unvested MSUs outstanding as of December 31, 2018		284			37.41
Granted (3)(4)		121			51.76
Vested and released		—			—
Cancelled		(16	)		58.63
Unvested MSUs outstanding as of December 31, 2019		389		$	40.99	$	12

(1)

Represents 213,000 market-based RSU or MSUs awarded to the Company’s CEO in November 2017. The MSU award provides for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the CEO has the ability to receive up to 125% of the target number of MSUs originally granted, or to be issued none at all.

(2)

MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2011 Plan.

(3)

Inclusive of 78,050 MSUs which provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2019 through December 31, 2021 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the

target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan.

(4)	Inclusive of 42,477 dividend equivalents issued to employees holding non-vested MSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.

A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices and TSR of the Company and the Nasdaq Composite Total Return Index over the performance period, was used to calculate the grant-date fair value of our MSU awards. The estimated grant-date fair value of these awards is being amortized on a straight-line basis over the requisite service period.

Unrecognized Stock-Based Compensation

A summary of our remaining unrecognized compensation expense and the weighted average remaining amortization period at December 31, 2019 related to our non-vested equity awards is presented below (in millions, except in years information):

	Stock
	Options		RSUs/MSUs
Unrecognized compensation expense	$	32	$	248
Weighted average period remaining (in years)		2.6		2.5

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2019

Investments All Other Investments [Abstract]

Financial Instruments and Fair Value Measurements

NOTE 7: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Marketable Securities

The following table shows our marketable securities, by consolidated balance sheet classification and major security type, that are measured at fair value on a recurring basis and were categorized using the fair value hierarchy, as well as their classification on our consolidated balance sheet, as of the periods presented (in millions):

	December 31, 2018
	Total Amortized		Total Fair		Cash and Cash		Short-Term Marketable
	Cost		Value (1)		Equivalents		Securities
Level 1:
Money market funds	$	128	$	128	$	128		—
Level 2:
Commercial paper		20		20		5		15
Total	$	148	$	148	$	133	$	15

(1)	As of December 31, 2018, any unrealized gains or losses related to our marketable securities were not material.

We had no outstanding marketable securities as of December 31, 2019.

Our cash equivalents consist of money market funds and other marketable securities, with maturities of 90 days or less at the date of purchase. Our short-term marketable securities include maturities that were greater than 90 days at the date purchased and had 12 months or less remaining at December 31, 2018.

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

recorded, including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source.

There were no material realized gains or losses related to sales of our marketable securities for the years ended December 31, 2019, 2018 and 2017.

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

In November 2019, the Company and Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited, entered into an agreement to combine certain assets in China through the creation of a new entity, Chelsea Investment Holding Company PTE, Ltd. Tripadvisor contributed a portion of its business in China, to Chelsea Investment Holding Company PTE, Ltd, including a long-term exclusive brand and content license and other assets, in return for a 40% equity ownership interest in Chelsea Investment Holding Company PTE, Ltd. This investment resulted in the Company recording an initial equity method investment of $41 million, included in non-marketable investments on our consolidated balance sheet as of December 31, 2019, and a $39 million deferred income liability attributable to the brand and content license, included in accrued expenses and other current liabilities and other long-term liabilities on our consolidated balance sheet of $3 million and $36 million, respectively as of December 31, 2019. The Company expects to earn the deferred income ratably over a 15-year period, congruent with the initial term of the brand and content license, presented in other income (expense), net on the consolidated statement of operations. The investment is being accounted for as an equity method investment as the Company determined it has the ability to exercise significant influence over the investee.

Investments in Privately-Held Companies

We hold investments in equity securities of privately-held companies, which are typically at an early stage of development and do not have a readily determinable fair value. As of December 31, 2019 and 2018, the total carrying value of these investments was $14 million and $12 million, respectively, and included in non-marketable investments on our consolidated balance sheet. Our policy is to measure these investments at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer such observable price changes may include instances where the investee issues equity securities to new investors, thus creating a new indicator of fair value, as an example. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether these investments are impaired and also monitor for any observable price changes. The Company determined that no changes were required to the carrying value of these equity investments at December 31, 2019 and 2018 and recognized a loss of $2 million related to an equity investment during the year ended December 31, 2017 in other income (expense), net on our consolidated statements of operations.

Derivative Financial Instruments

We generally use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows primarily for the Euro versus the U.S. Dollar. For the periods ended December 31, 2019, 2018 and 2017, respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days. Our outstanding or unsettled forward contracts are carried at fair value on our consolidated balance sheets at December 31, 2019 and 2018. We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets. We recognize any gain or loss resulting from the change in fair value of our foreign currency forward contracts in other income (expense), net on our consolidated statement of operations. We recorded a net gain of $1 million for the year ended December 31, 2019, a net loss of $3 million for the year ended December 31, 2018, and was not material for the year ended December 31, 2017, respectively, related to our forward contracts.

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

	December 31, 2019		December 31, 2018
	(in millions)
Foreign currency exchange-forward contracts (1)(2)	$	10	$	13

(1)	Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had one and two outstanding derivative contracts as of December 31, 2019 and 2018, respectively. These outstanding derivatives are not designated as hedging instruments.

(2)	The fair value of our outstanding derivatives as of December 31, 2019 and 2018, respectively, was not material and was reported as a liability in accrued expenses and other current liabilities on our consolidated balance sheets.

Other Financial Instruments

Other financial instruments not measured at fair value on a recurring basis include accounts receivable and contract assets, accounts payable, deferred merchant payables, short-term debt, accrued expenses and other current liabilities. The carrying amount of these financial instruments approximate their fair value because of the short maturity of these instruments as reported on our consolidated balance sheets as of December 31, 2019 and December 31, 2018, respectively.

The Company did not have any material assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs at both December 31, 2019 and December 31, 2018.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2019

Property Plant And Equipment [Abstract]

Property and Equipment, Net

NOTE 8: PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following for the periods presented:

	December 31, 2019			December 31, 2018
	(in millions)
Capitalized software and website development	$	335		$	259
Building (1)		—			123
Finance lease right-of-use asset (1)		114			—
Leasehold improvements		49			41
Computer equipment and purchased software		70			52
Furniture, office equipment and other		21			18
		589			493
Less: accumulated depreciation		(319	)		(240	)
Total	$	270		$	253

(1)	Refer to “Note 2: Significant Accounting Policies,” regarding the transition accounting related to our adoption of ASC 842 and the subsequent accounting for our Headquarter Lease.

As of December 31, 2019 and December 31, 2018, the carrying value of our capitalized software and website development costs, net of accumulated amortization, was $115 million and $99 million, respectively. For the years ended December 31, 2019, 2018 and 2017, we capitalized $79 million, $63 million and $65 million, respectively, related to software and website development costs. For the years ended December 31, 2019, 2018 and 2017, we recorded amortization of capitalized software and website development costs of $63 million, $59 million and $54 million, respectively, which is included in depreciation expense on our consolidated statements of operations for those years.

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

NOTE 9: GOODWILL AND INTANGIBLE ASSETS, NET

The following table summarizes our goodwill activity by reportable segment for the periods presented:

	Hotel			Non-Hotel			Hotels, Media & Platform		Experiences & Dining			Other (4)		Total
	(in millions)						(in millions)
Balance as of December 31, 2017	$	451		$	307		$	—	$	—		$	—	$	758
Acquisitions (1)		—			11			—		—			—		11
Other adjustments (2)		—			(13	)		—		—			—		(13	)
Balance as of December 31, 2018	$	451		$	305		$	—	$	—		$	—	$	756
Allocation to new segments (3)		(451	)		(305	)		405		250			101		—
Acquisitions (1)		—			—			—	$	85		$	—		85
Other adjustments (2)		—			—			—		(2	)		1		(1	)
Balance as of December 31, 2019	$	—		$	—		$	405	$	333		$	102	$	840

(1)

The additions to goodwill relate to our business acquisitions. Refer to “Note 3: Acquisitions and Other Investments,” for further information.

(2)

Primarily related to impact of changes in foreign currency exchange rates to goodwill.

(3)

Refer to “Note 1: Organization and Business Description” for information on our reporting segment changes in the first quarter of 2019.

(4)

Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China business units and does not constitute a reportable segment.

Intangible assets, which were acquired in business combinations and recorded at fair value on the date of purchase, consist of the following for the periods presented:

	December 31,
		2019			2018
	(in millions)
Intangible assets with definite lives	$	253		$	228
Less: accumulated amortization		(173	)		(140	)
Intangible assets with definite lives, net		80			88
Intangible assets with indefinite lives		30			30
Total	$	110		$	118

Amortization expense for definite-lived intangible assets was $33 million, $34 million, and $32 million, for the years ended December 31, 2019, 2018 and 2017, respectively. Our indefinite-lived intangible assets relate to trade names and trademarks.

There were no impairment charges recognized to our consolidated statement of operations during the years ended December 31, 2019, 2018 and 2017 related to our goodwill or intangible assets.

The following table presents the components of our intangible assets with definite lives for the periods presented:

			December 31, 2019							December 31, 2018
	Weighted Average		Gross					Net		Gross					Net
	Remaining Life		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	(in years)		Amount		Amortization			Amount		Amount		Amortization			Amount
			(in millions)							(in millions)
Trade names and trademarks		4.5	$	59	$	(35	)	$	24	$	57	$	(28	)	$	29
Customer lists and supplier relationships		4.4		98		(65	)		33		88		(53	)		35
Subscriber relationships		3.3		40		(29	)		11		34		(25	)		9
Technology and other		5.1		56		(44	)		12		49		(34	)		15
Total		4.4	$	253	$	(173	)	$	80	$	228	$	(140	)	$	88

Refer to “Note 3: Acquisitions and Other Investments” above for a discussion of definite lived intangible assets acquired in business combinations during the years ended December 31, 2019 and 2018.

Our definite-lived intangible assets are being amortized on a straight-line basis. The straight-line method of amortization is currently our best estimate, or approximates to date, the distribution of the economic use of these intangible assets.

The estimated amortization expense for intangible assets with definite lives for each of the next five years, and the expense thereafter, assuming no subsequent impairment of the underlying assets or change in estimate of remaining lives, is expected to be as follows (in millions):

2020	$	26
2021		19
2022		13
2023		9
2024		6
2025 and thereafter		7
Total	$	80

Debt

12 Months Ended

Dec. 31, 2019

Debt Disclosure [Abstract]

Debt

NOTE 10: DEBT

2015 Credit Facility

In June 2015, we entered into a five-year credit agreement with a group of lenders which, among other things, provided for a $1 billion unsecured revolving credit facility (the “2015 Credit Facility”) and immediately borrowed $290 million. In May 2017, the 2015 Credit Facility was amended to, among other things, (i) increase the aggregate amount of revolving loan commitments available from $1.0 billion to $1.2 billion; and (ii) extend the maturity date of the 2015 Credit Facility from June 26, 2020 to May 12, 2022 (the “First Amendment”). Borrowings under the 2015 Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to 2.00% (“Eurocurrency Spread”), based on the Company’s leverage ratio; or (ii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%; in addition to an applicable margin ranging from 0.25% to 1.00% (“ABR Spread”), based on the Company’s leverage ratio. The Company may borrow from the 2015 Credit Facility in U.S dollars, Euros and British pound.

During the year ended December 31, 2018, we repaid all of our outstanding borrowings, or approximately $230 million, under the 2015 Credit Facility. This repayment was primarily made from a one-time cash repatriation of $325 million of foreign earnings to the United States during the year ended December 31, 2018. During the year

ended December 31, 2017, we borrowed $435 million and repaid $296 million of our outstanding borrowings under the 2015 Credit Facility. These net borrowings during the year were primarily used to repurchase shares of our outstanding common stock under a share repurchase program, which is described in “Note 16: Stockholders Equity”.

As of December 31, 2019 and 2018, we had no outstanding borrowings and approximately $1.2 billion of borrowing capacity available under our 2015 Credit Facility. We are required to pay a quarterly commitment fee, at an applicable rate ranging from 0.15% to 0.30%, on the daily unused portion of the revolving credit facility for each fiscal quarter and additional fees in connection with the issuance of letters of credit. As of December 31, 2019 and 2018, our unused revolver capacity was subject to a commitment fee of 0.15%, given the Company’s leverage ratio. The 2015 Credit Facility includes $15 million of borrowing capacity available for letters of credit and $40 million for Swingline borrowings on same-day notice. As of December 31, 2019 and 2018, we had issued $3 million of outstanding letters of credit under the 2015 Credit Facility. We recorded total interest expense and commitment fees on our 2015 Credit Facility of $2 million, $3 million and $6 million for the years ended December 31, 2019, 2018 and 2017, respectively, to interest expense on our consolidated statements of operations. All unpaid interest and commitment fee amounts as of December 31, 2019 and December 31, 2018, respectively, were not material. We also incurred lender fees and debt financing costs in connection with entering into the 2015 Credit Facility and in connection with the First Amendment totaling $5 million, which were capitalized as deferred financing costs and recorded to other long-term assets on the consolidated balance sheet. As of December 31, 2019, the Company has $2 million remaining in deferred financing costs in connection with the 2015 Credit Facility. These costs are being amortized over the remaining term on a straight line basis and recorded to interest expense on our consolidated statements of operations.

There is no specific repayment date prior to the maturity date for any borrowings under this credit agreement. We may voluntarily repay any outstanding borrowing under the 2015 Credit Facility at any time without premium or penalty, other than customary breakage costs with respect to Eurocurrency loans. Additionally, the Company believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, we classify any borrowings under this facility as long-term debt. The 2015 Credit Facility contains a number of covenants that, among other things, restrict our ability to: incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The 2015 Credit Facility also requires us to maintain a maximum leverage ratio and contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the 2015 Credit Facility will be entitled to take various actions, including the acceleration of all amounts due under the 2015 Credit Facility. As of December 31, 2019 and 2018, we were in compliance with all of our debt covenants.

2016 Credit Facility

We were party to an uncommitted facility agreement which provided for a $73 million unsecured revolving credit facility (the “2016 Credit Facility”) with no specific expiration date. We initially borrowed $73 million from this uncommitted credit facility during the year ended December 31, 2016, which was used for general working capital needs of the Company primarily for partial repayment of our 2015 Credit Facility, and we subsequently repaid the full amount during the year ended December 31, 2017. The Company terminated the 2016 Credit Facility in June 2018. We had no outstanding borrowings under the 2016 Credit Facility at the time of termination.

Chinese Credit Facilities

We are party to a $30 million, one-year revolving credit facility with Bank of America (the “Chinese Credit Facility—BOA”) that is currently subject to review on a periodic basis with no specific expiration period. This credit facility generally bears interest at a rate based on the People’s Bank of China benchmark, including certain adjustments, which may be made in accordance with market conditions at the time of borrowing. As of both December 31, 2019 and 2018, there were no outstanding borrowings under this credit facility.

We were also party to a RMB 70,000,000 (approximately $10 million) one-year revolving credit facility with J.P. Morgan Chase Bank (“Chinese Credit Facility-JPM”) through September 2019, when the Company did not renew this credit facility. We had no outstanding borrowings under this credit facility at the time of termination or at December 31, 2018.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 11: INCOME TAXES

The following table presents a summary of our domestic and foreign income before income taxes:

	Year Ended December 31,
	2019		2018		2017
	(in millions)
Domestic	$	92	$	104	$	81
Foreign		102		69		29
Total	$	194	$	173	$	110

The following table presents a summary of the components of our provision for income taxes:

	Year Ended December 31,
	2019			2018			2017
	(in millions)
Current income tax expense:
Federal	$	31		$	37		$	93
State		5			12			1
Foreign		26			17			6
Current income tax expense		62			66			100
Deferred income tax expense (benefit):
Federal		25			(10	)		25
State		7			(1	)		2
Foreign		(26	)		5			2
Deferred income tax expense (benefit):		6			(6	)		29
Provision for income taxes	$	68		$	60		$	129

The Company reduced its current income tax payable by $24 million, $15 million and $27 million for the years ended December 31, 2019, 2018 and 2017, respectively, for tax deductions attributable to the exercise or settlement of the Company’s stock-based awards.

The significant components of our deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are as follows:

	December 31,
	2019			2018
	(in millions)
Deferred tax assets:
Stock-based compensation	$	47		$	44
Net operating loss carryforwards		49			38
Provision for accrued expenses		6			6
Deferred rent		—			3
Lease financing obligation		24			22
Foreign advertising spend		15			15
Deferred expense related to cost-sharing arrangement		-			31
Interest carryforward		20			14
Other		14			10
Total deferred tax assets	$	175		$	183
Less: valuation allowance		(72	)		(57	)
Net deferred tax assets	$	103		$	126
Deferred tax liabilities:
Intangible assets	$	(51	)	$	(57	)
Property and equipment		(27	)		(22	)
Prepaid expenses		(2	)		(2	)
Building - corporate headquarters		(22	)		(23	)
Deferred income related to cost-sharing arrangement		—			(16	)
Other		(2	)		—
Total deferred tax liabilities	$	(104	)	$	(120	)
Net deferred tax asset (liability)	$	(1	)	$	6

At December 31, 2019, we had federal, state and foreign net operating loss carryforwards (“NOLs”) of approximately $4 million, $32 million and $201 million, respectively. If not utilized, the federal and state NOLs will expire at various times between 2020 and 2037 and the foreign NOLs will expire at various times between 2020 and 2028.

As of December 31, 2019, we had a valuation allowance of approximately of $72 million related to certain NOL carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit will not be realized. This amount represented an increase of $15 million, as compared to balance as of December 31, 2018. The increase is primarily related to additional foreign net operating losses. Except for certain foreign deferred tax assets, we expect to realize all of our deferred tax assets based on a strong history of earnings in the U.S. and other jurisdictions, as well as future reversals of taxable temporary differences.

A reconciliation of the provision for income taxes to the amounts computed by applying the statutory federal income tax rate to income before income taxes is as follows:

	Year Ended December 31,
	2019			2018			2017
	(in millions)
Income tax expense at the federal statutory rate	$	40		$	36		$	38
Foreign rate differential		(16	)		(17	)		(25	)
State income taxes, net of effect of federal tax benefit		9			9			5
Unrecognized tax benefits and related interest		11			15			12
Change in cost-sharing treatment of stock-based compensation		15			(3	)		(5	)
FDII, GILTI and other provisions		(3	)		(5	)		—
Impacts related to the 2017 Tax Act		—			—			73
Research tax credit		(11	)		(9	)		(8	)
Stock-based compensation		4			8			13
Change in valuation allowance		6			9			25
Local income tax on intercompany transaction (1)		7			10			—
Executive compensation		3			2			1
Other, net		3			5			—
Provision for income taxes	$	68		$	60		$	129

(1)

During 2018, we completed an intra-entity transfer from Australia to the U.S. of certain intangible property (“IP”) rights associated with a subsidiary’s technology platform. This transfer resulted in an income tax expense for Australian tax purposes of approximately $10 million. As a result of the IP transfer, we utilized NOLs and consequently released the valuation allowance on our Australian entity. During 2019, we completed an intra-entity transfer from China to Singapore of certain IP. As a result of the transfer, we utilized NOLs and consequently released the valuation allowance on certain deferred tax assets on our China entity.

During 2011, the Singapore Economic Development Board accepted our application to receive a tax incentive under the International Headquarters Award. This incentive provides for a reduced tax rate on qualifying income of 5% as compared to Singapore’s statutory tax rate of 17% and is conditional upon our meeting certain employment and investment thresholds. This agreement has been extended until June 30, 2021 as we have met certain employment and investment thresholds. This benefit resulted in a decrease to our 2019 provision for income tax expense of $2 million.

The 2017 Tax Act was signed into United States tax law on December 22, 2017. The 2017 Tax Act significantly changed the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The 2017 Tax Act also provided for a mandatory one-time tax on the deemed repatriation of accumulative foreign earnings of foreign subsidiaries (the “Transition Tax”), as well as prospective changes beginning in 2018, including additional limitations on executive compensation. Under GAAP, the effects of changes in income tax rates and laws are recognized in the period in which the new legislation is enacted. We recorded an estimate of $67 million of Transition Tax, and $6 million due to a remeasurement of our net deferred tax assets, during the year ended December 31, 2017, which reflected provisional amounts for those specific income tax effects of the 2017 Tax Act. Subsequent adjustments in 2018 were not significant.

We are subject to additional requirements of the 2017 Tax Act during the year ended December 31, 2019. Those provisions include a deduction for foreign derived intangible income (“FDII”), a tax on global intangible low-taxed income (“GILTI”), a limitation of certain executive compensation, and other immaterial provisions. We have elected to account for GILTI as a period cost, and therefore included GILTI expense in the effective income tax rate calculation. Our 2019 effective income tax rate includes our estimates of these new provisions, with a net tax benefit of $3 million recorded during the year ended December 31, 2019. Our estimates may be revised in future periods as we obtain additional data, and as the IRS issues new guidance implementing the law changes.

As a result of the 2017 Tax Act, foreign earnings may now generally be repatriated back to the U.S. without incurring U.S. federal income tax. Historically, we have asserted our intention to indefinitely reinvest the cumulative undistributed earnings of our foreign subsidiaries. In response to increased cash requirements in the U.S. related to

the Company’s declaration of a special cash dividend and other strategic initiatives during the fourth quarter of 2019, we determined that we no longer consider $501 million of these foreign earnings to be indefinitely reinvested. During the year ended December 31, 2019, we recorded a deferred tax liability of $1 million for the U.S. state income tax and foreign withholding tax liabilities on the cumulative undistributed foreign earnings that are not indefinitely reinvested. We intend to indefinitely reinvest $118 million of our foreign earnings in our non-US subsidiaries. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practicable.

For purposes of governing certain of the ongoing relationships between us and Expedia at and after the Spin-Off, and to provide for an orderly transition, we and Expedia entered into various agreements at the time of the Spin-Off, which Tripadvisor has satisfied its obligations. However, Tripadvisor continues to be subject to certain post Spin-Off obligations under the Tax Sharing Agreement. Under the Tax Sharing Agreement between us and Expedia, we are generally required to indemnify Expedia for any taxes resulting from the Spin-Off (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies) to the extent such amounts resulted from (i) any act or failure to act by us described in the covenants in the tax sharing agreement, (ii) any acquisition of our equity securities or assets or those of a member of our group, or (iii) any failure of the representations with respect to us or any member of our group to be true or any breach by us or any member of our group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel. The full text of the Tax Sharing Agreement is incorporated by reference in this Annual Report on Form 10-K as Exhibit 10.2.

By virtue of consolidated income tax returns previously filed with Expedia, we are currently under an IRS audit for the 2009, 2010 and short-period 2011 tax years. We are separately under examination by the IRS for the short-period 2011 and 2012-2016 tax years, under an employment tax audit by the IRS for the 2013-2016 tax years, and have various ongoing audits for state income tax returns. These audits include questioning of the timing and the amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2009. As of December 31, 2019, no material assessments have resulted, except as noted below regarding our 2009, 2010, and 2011 IRS audit with Expedia and our 2012 and 2013 standalone IRS audit.

In January 2017 and April 2019, as part of the IRS audit of Expedia, we received Notices of Proposed Adjustment from the IRS for the 2009, 2010, and 2011 tax years. Subsequently, in September 2019, as part of Tripadvisor’s standalone audit, we received Notices of Proposed Adjustment from the IRS for the 2012 and 2013 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries, and would result in an increase to our worldwide income tax expense in an estimated range of $35 million to $40 million at the close of the audit if the IRS prevails, after consideration of competent authority relief and Transition Tax, exclusive of interest and penalties. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for 2009 through 2013 transactions, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we would be subject to significant additional tax liabilities.

In July 2015, the United States Tax Court (the “Court”) issued an opinion favorable to Altera with respect to Altera’s litigation with the IRS. This opinion was submitted as a final decision under Tax Court Rule 155 during December 2015. The litigation relates to the treatment of stock-based compensation expense in an inter-company cost-sharing arrangement with Altera’s foreign subsidiary. In its opinion, the Court accepted Altera’s position of excluding stock-based compensation from its inter-company cost-sharing arrangement. The IRS appealed the Court decision on February 19, 2016. On June 7, 2019, a three-judge panel from the Ninth Circuit Court of Appeals reversed the Court’s decision and upheld the validity of the Treasury regulation (Reg. sec. 1.482-7A(d)(2)) requiring stock-based compensation costs to be included in the costs shared in a cost-sharing arrangement. Based on this Ninth Circuit Court of Appeals decision, we recorded a cumulative income tax expense of $15 million during the year ended December 31, 2019, which was a reversal of income tax benefits taken by the Company since the Court’s 2015 opinion. If the June 7, 2019 Ninth Circuit Court of Appeals decision is reversed, we would anticipate recording

an income tax benefit at that time. In November 2019, the Ninth Circuit denied Altera’s request for a rehearing en banc. On February 10^th, 2020, Altera filed a certiorari petition with the Supreme Court, asking it to hear an appeal of the Ninth Circuit’s decision. If the Supreme Court does not hear the appeal, the Ninth Circuit’s decision will be final. The Company will continue to monitor this matter and related potential impacts to its consolidated financial statements.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest and penalties) is as follows:

	December 31,
	2019			2018		2017
	(in millions)
Balance, beginning of year	$	136		$	123	$	105
Increases to tax positions related to the current year		11			11		17
Increases to tax positions related to the prior year		1			2		1
Reductions due to lapsed statute of limitations		—			—		—
Decreases to tax positions related to the prior year		(8	)		—		—
Settlements during current year		—			—		—
Balance, end of year	$	140		$	136	$	123

As of December 31, 2019, we had $140 million of unrecognized tax benefits, net of interest, which is classified as long-term and included in other long-term liabilities and deferred income taxes, net on our consolidated balance sheet. The amount of unrecognized tax benefits, if recognized, would reduce income tax expense by $82 million, due to correlative adjustments in other tax jurisdictions. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statement of operations. As of December 31, 2019 and 2018, total gross interest accrued was $29 million and $20 million, respectively. We anticipate that the liability for unrecognized tax benefits could decrease by up to $12 million within the next twelve months due to the settlement of examinations of issues with tax authorities.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2019

Payables And Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

NOTE 12: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	December 31, 2019		December 31, 2018
	(in millions)
Accrued employee salary, bonus, and related benefits	$	74	$	67
Accrued marketing costs		27		31
Current income taxes payable (1)		14		7
Finance lease liability - current portion (2)		5		—
Operating lease liabilities - current portion (2)		20		—
Other		63		46
Total	$	203	$	151

(1)

Refer to “Note 11: Income Taxes” for additional information.

(2)

Refer to “Note 2: Significant Accounting Policies” for further information regarding our leases, including the transition accounting and updated accounting policies upon adoption of ASC 842 in 2019.

Other Long-Term Liabilities

12 Months Ended

Dec. 31, 2019

Other Liabilities Noncurrent [Abstract]

Other Long-Term Liabilities

NOTE 13: OTHER LONG-TERM LIABILITIES

Other long-term liabilities consisted of the following for the periods presented:

	December 31, 2019		December 31, 2018
	(in millions)
Unrecognized tax benefits (1)	$	167	$	148
Long-term income taxes payable (2)		31		31
Financing obligation, net of current portion (3)		—		83
Finance lease liability, net of current portion (3)		78		—
Operating lease liabilities, net of current portion (3)		64		—
Deferred income liability (4)		36		—
Other		4		20
Total	$	380	$	282

(1)

Refer to “Note 11: Income Taxes” for additional information on our unrecognized tax benefits. Amount includes accrued interest related to this liability.

(2)

Amount relates to the long-term portion of Transition Tax related to 2017 Tax Act. Refer to “Note 11: Income Taxes,” for additional information.

(3)

(4)

Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment in the fourth quarter of 2019. Refer to “Note 7: Financial Instruments and Fair Value Measurements” for additional information.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 14: COMMITMENTS AND CONTINGENCIES

As of December 31, 2019, we have contractual obligations and commercial commitments that include expected commitment fees on our 2015 Credit Facility and purchase obligations, as summarized in the table below. The expected timing of the payment of the obligations discussed below is estimated based on information available to us as of December 31, 2019. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.

			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in millions)
Purchase obligations and other (1)	$	10	$	3	$	4	$	3	$	—
Expected commitment fee payments on 2015 Credit Facility (2)		4		2		2		—		—
Total (3)(4)	$	14	$	5	$	6	$	3	$	—

(1)

Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication contracts, with various expiration dates through approximately December 2024. These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty.

(2)

Expected commitment fee payments are based on the daily unused portion of our 2015 Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2019; however, these variables could change significantly in the future. Refer to “Note 10: Debt” for a discussion of the 2015 Credit Facility with additional information on our available borrowing capacity and effective commitment fee as of December 31, 2019.

(3)

Excluded from the table was $3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2019.

(4)

Refer to “Note 2: Significant Accounting Policies” for expected future lease payments under existing non-cancelable leases as of December 31, 2019, which are excluded from this table.

Legal Proceedings

In the ordinary course of business, we are parties to regulatory and legal matters, including threats thereof, arising out of our operations. These matters may involve claims involving patent and intellectual property rights

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

Income and Non-Income Taxes

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

Refer to “Note 11: Income Taxes” for further information on potential contingencies surrounding income taxes.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2019

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plans

NOTE 15: EMPLOYEE BENEFIT PLANS

Retirement Savings Plan

The Tripadvisor Retirement Savings Plan (the “401(k) Plan”), qualifies under Section 401(k) of the Internal Revenue Code. The 401(k) Plan allows participating employees, most of our U.S. employees, to make contributions of a specified percentage of their eligible compensation. Participating employees may contribute up to 50% of their eligible salary on a pre-tax basis, but not more than statutory limits. Employee-participants age 50 and over may also contribute an additional amount of their salary on a pre-tax tax basis up to the IRS Catch-Up Provision Limit (or “catch-up contributions”). Employees may also contribute into the 401(k) Plan on an after-tax basis up (or “Roth 401(k) contributions”) to an annual maximum of 10%. The 401(k) Plan has an automatic enrollment feature at 6% pre-tax. We match 50% of the first 6% of employee contributions to the plan for a maximum employer contribution of 3% of a participant’s eligible earnings. The catch-up contributions are not eligible for employer matching contributions. The matching contributions portion of an employee’s account, vests after two years of service. Additionally, at the end of the 401(k) Plan year, we make a discretionary matching contribution to eligible participants. This additional discretionary matching employer contribution (or “true up”) is limited to match only contributions up to 3% of eligible compensation.

We also have various defined contribution plans for our international employees. Our contribution to the 401(k) Plan and our international defined contribution plans which are recorded in our consolidated statement of operations for the years ended December 31, 2019, 2018 and 2017 were $14 million, $13 million, and $9 million, respectively.

Tripadvisor, Inc. Deferred Compensation Plan for Non-Employee Directors

The Company also has a Deferred Compensation Plan for Non-Employee Directors (the “Plan”). Under the Plan, eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. The cash fund will be credited with interest at an annual rate equal to the weighted average prime or base lending rate of a financial institution selected

in accordance with the terms of the Plan and applicable law. Upon termination of service as a director of Tripadvisor, a director will receive (i) with respect to share units, such number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.

Under the 2011 Plan, 100,000 shares of Tripadvisor common stock are available for issuance to non-employee directors. From the inception of the Plan through December 31, 2019, a total of 6,267 shares have been reserved for such purpose.

Tripadvisor, Inc. Executive Severance Plan and Summary Plan Description

Effective August 7, 2017, the Company adopted an Executive Severance Plan and Summary Plan Description (the “Severance Plan”) applicable to certain employees of the Company and its subsidiaries. The Severance Plan formalizes and standardizes the Company’s severance practices for certain designated employees (each, a “Participant” and, collectively, the “Participants”). Participants covered by the Severance Plan generally will be eligible to receive severance benefits in the event of a termination by the Company without Cause or, under certain circumstances, by the Participant for Good Reason. The severance benefits differ if there is a termination of employment in connection with a Change in Control. The severance benefits provided pursuant to the Severance Plan are determined based on the job classification of the Participants (as reflected in internal job profile designations) and, in certain cases, their years of service with the Company.

Under the Severance Plan, in the event of a termination by the Company without Cause more than three months prior to a Change in Control or more than twelve months following a Change in Control, the severance benefits for the Participant generally shall consist of the following:

•

continued payment of base salary for a period of six to eighteen months following the date of such Participant’s termination of employment; and

•

continuation of coverage under the Company’s health insurance plan through the Company’s payment of COBRA premiums for a period of six to eighteen months following the date of such Participant’s termination of employment.

Under the Severance Plan, in the event of a termination by the Company without Cause or by the Participant for Good Reason, in each case within three months prior to or twelve months following a Change in Control, the severance benefits for the Participant shall consist of the following:

•

payment of a lump sum amount equal to (i) twelve to twenty-four months of the Participant’s Base Salary, plus (ii) the Participant’s Target Bonus multiplied by 1, 1.5 or 2; and

•

payment of a lump sum amount equal to the premiums required to continue the Participant’s medical coverage under the Company’s health insurance plan for a period of twelve to twenty-four months.

The foregoing summary is qualified in its entirety by reference to the Executive Severance Plan and Summary Plan Description incorporated herein by reference as Exhibit 10.23 to this Annual Report on Form 10-K. Severance expense recorded under this plan was not significant during each of the years end December 31, 2019, 2018 and 2017.

Stockholders' Equity

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Stockholders' Equity

NOTE 16: STOCKHOLDERS’ EQUITY

Preferred Stock

In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par value per share, with terms determined by our Board of Directors, without further action by our stockholders. As of December 31, 2019, no preferred shares had been issued.

Common Stock and Class B Common Stock

Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.001 per share, and 400 million shares of Class B common stock with par value of $0.001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors. Common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share. Holders of Tripadvisor common stock, acting as a single class, are entitled to elect a number of directors equal to 25% percent of the total number of directors, rounded up to the next whole number, which was three directors as of December 31, 2019. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Tripadvisor the holders of both classes of common stock have equal rights to receive all the assets of Tripadvisor after the rights of the holders of the preferred stock have been satisfied. There were 138,698,307 and 124,581,773 shares of common stock issued and outstanding, respectively, and 12,799,999 shares of Class B common stock issued and outstanding at December 31, 2019.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive loss is primarily comprised of accumulated foreign currency translation adjustments, as follows for the periods presented:

	December 31, 2019			December 31, 2018
	(in millions)
Cumulative foreign currency translation Adjustments, net of tax (1)	$	(63	)	$	(62	)
Total accumulated other comprehensive loss (2)	$	(63	)	$	(62	)

(1)

(2)

Our accumulated net unrealized gain (loss) on available for sale debt securities was not material as of December 31, 2018.

Treasury Stock

On January 25, 2017, our Board of Directors authorized the repurchase of $250 million of our shares of common stock under a share repurchase program. During the year ended December 31, 2017, we repurchased a total of 6,079,003 shares of the Company’s outstanding common stock under this share repurchase program at an average share price of $41.13, exclusive of fees and commissions, or $250 million in the aggregate, and completed this share repurchase program. As of December 31, 2017, there were 9,474,490 shares of the Company’s common stock held in treasury with an aggregate cost of $447 million.

On January 31, 2018, our Board of Directors authorized an additional repurchase of up to $250 million of our shares of common stock under a share repurchase program. This share repurchase program has no expiration date but may be suspended or terminated by the Board of Directors at any time. During the year ended December 31, 2018, we repurchased 2,582,198 shares of our outstanding common stock at an average share price of $38.73 per share, exclusive of fees and commissions, or $100 million in the aggregate. As of December 31, 2018, we had a remaining $150 million available to repurchase shares of our common stock under this share repurchase program. As of December 31, 2018, there were 12,056,688 shares of the Company’s common stock held in treasury with an aggregate cost of $547 million.

On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under our existing share repurchase program, which increased the amount available to

the Company under this share repurchase program to $250 million. During the year ended December 31, 2019, we repurchased 2,059,846 shares of our outstanding common stock at an average share price of $29.32 per share, exclusive of fees and commissions, or $60 million in the aggregate. As of December 31, 2019, we had $190 million remaining available to repurchase shares of our common stock under this share repurchase program. As of December 31, 2019, there were 14,116,534 shares of the Company’s common stock held in treasury with an aggregate cost of $607 million.

Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase programs discussed above in compliance with applicable legal requirements.

Dividends

On November 1, 2019, the Company's Board of Directors declared a special cash dividend of $3.50 per share, or approximately $488 million in the aggregate. The dividend was payable on December 4, 2019 to stockholders of record on November 20, 2019. During the years ended December 31, 2018 and 2017, our Board of Directors did not declare any dividends on our outstanding common stock.

Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors. Our ability to pay dividends is also limited by the terms of our 2015 Credit Facility. Refer to “Note 10: Debt” in the notes to the consolidated financial statements in Item 8 in this Annual Report on Form 10-K for additional information regarding this revolving credit facility. In connection with the declaration of such dividends, our non-vested RSUs are entitled to dividend equivalents, which will be payable to the holder subject to, and upon vesting of, the underlying awards. Our outstanding stock options are not entitled to dividend or dividend equivalents.

Segment and Geographic Information

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Segment and Geographic Information

NOTE 18: SEGMENT AND GEOGRAPHIC INFORMATION

Beginning in the first quarter of 2019 we have two reportable segments: (1) Hotels, Media & Platform; and (2) Experiences & Dining. Our Hotels, Media & Platform reportable segment includes the following revenue sources: (1) Tripadvisor-branded hotels revenue – primarily consisting of Tripadvisor-branded hotel metasearch auction revenue, and to a lesser extent transaction revenue from our hotel instant booking feature, subscription-based advertising and hotel sponsored placements advertising revenue; and (2) Tripadvisor-branded display and platform revenue – consisting of Tripadvisor-branded display-based revenue. All remaining business units have been combined into and reported as “Other”, which includes Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China, as none of these businesses meet the quantitative thresholds and other criteria to qualify as reportable segments, and therefore are combined and disclosed as Other. The nature of the services provided and revenue recognition policies are summarized by reported segment in “Note 4: Revenue Recognition.”

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

Adjusted EBITDA is our segment profit measure and a key measure used by our management and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and forecasts are based and approved. We define Adjusted EBITDA as net income (loss) plus: (1) provision for income taxes; (2) other income (expense), net; (3) depreciation of property and equipment, including amortization of internal use software and website development; (4) amortization of intangible assets; (5) stock-based compensation and other stock-settled obligations; (6) goodwill, long-lived asset and intangible asset impairments; (7) legal reserves and settlements; (8) restructuring and other related reorganization costs; and (9) non-recurring expenses and income. During the fourth quarter of 2019, the Company revised its Adjusted EBITDA definition to exclude restructuring and other related reorganization costs, as the Company believes these costs are not directly tied to the ongoing core operations of our business. The Company believes that excluding these amounts better enables management and investors to compare financial results between periods as these costs may vary independent of business performance. This revision to our definition did not have a material impact to Adjusted EBITDA for any period prior to the year ended December 31, 2019; therefore, no reclassifications have been made to conform the prior periods to the current period presentation. This revision had no effect on consolidated GAAP results in any period.

The following tables present our segment information for the years ended December 31, 2019, 2018 and 2017 and includes a reconciliation of Adjusted EBITDA to Net Income. We record depreciation of property and equipment, including amortization of internal-use software and website development, amortization of intangible assets, stock-based compensation and other stock-settled obligations, legal reserves and settlements, restructuring and other related reorganization costs, other income (expense), net, other non-recurring expenses and income, net, and income taxes, which are excluded from segment operating performance, in corporate and unallocated. In addition, we do not report our assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. Intersegment revenue is not material and is included in Other.

	Year ended December 31, 2019
	Hotels, Media & Platform (1)		Experiences & Dining		Other (2)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	939	$	456	$	165	$	—		$	1,560
Adjusted EBITDA		378		5		55		—			438
Depreciation								(93	)		(93	)
Amortization of intangible assets								(33	)		(33	)
Stock-based compensation								(124	)		(124	)
Restructuring and other related reorganization costs								(1	)		(1	)
Operating income											187
Other income, net											7
Income before income taxes											194
Provision for income taxes											(68	)
Net income										$	126

	Year ended December 31, 2018
	Hotels, Media & Platform (1)		Experiences & Dining		Other (2)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	1,001	$	372	$	242	$	—		$	1,615
Adjusted EBITDA		329		48		45		—			422
Depreciation								(82	)		(82	)
Amortization of intangible assets								(34	)		(34	)
Stock-based compensation								(118	)		(118	)
Legal reserves and settlements								(5	)		(5	)
Operating income											183
Other expense, net											(10	)
Income before income taxes											173
Provision for income taxes											(60	)
Net income										$	113

	Year ended December 31, 2017
	Hotels, Media & Platform (1)		Experiences & Dining		Other (2)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	1,022	$	264	$	270	$	—		$	1,556
Adjusted EBITDA		267		23		41		—			331
Depreciation								(79	)		(79	)
Amortization of intangible assets								(32	)		(32	)
Stock-based compensation								(96	)		(96	)
Operating income											124
Other expense, net											(14	)
Income before income taxes											110
Provision for income taxes (3)											(129	)
Net loss										$	(19	)

(1)	Includes allocated corporate general and administrative costs of $69 million, $77 million and $76 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $77 million, $122 million and $82 million for the years ended December 31, 2019, 2018 and 2017, respectively.

(2)	Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment.

(3)	The year ended December 31, 2017 reflects $67 million of Transition Tax and $6 million of tax expense recorded due to the remeasurement of net deferred tax assets related to the 2017 Tax Act enacted on December 22, 2017. Refer to “Note 11: Income Taxes” for further information.

Revenue and Geographic Information

Our revenue sources within our Hotels, Media & Platform segment, which are Tripadvisor-branded hotels revenue and Tripadvisor-branded display and platform revenue; which along with our Experience & Dining and Other revenue source, comprise our products. Refer to “Note 4: Revenue Recognition” for our revenue by source.

The Company measures its geographic revenue information to the physical location of the Tripadvisor subsidiary which generates the revenue, which is consistent with our measurement of long-lived physical assets, or property and equipment, net. The geographic classification is independent of where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider, experience operator or restaurant. For example, a reservation made through Tripadvisor.com at a hotel in the U.S. by a consumer in the U.S. could be part of the Company's non-U.S. revenue.

	Year ended December 31,
	2019		2018		2017
	(in millions)
Revenue
United States	$	821	$	835	$	802
United Kingdom		466		508		530
All other countries		273		272		224
Total revenue	$	1,560	$	1,615	$	1,556

The Company’s property and equipment, net for the United States and all other countries based on the geographic location of the assets consists of the following for the periods presented:

	December 31,
	2019		2018
	(in millions)
Property and equipment, net
United States	$	227	$	214
All other countries		43		39
Total	$	270	$	253

Other Income (Expense), Net

12 Months Ended

Dec. 31, 2019

Other Income And Expenses [Abstract]

Other Income (Expense), Net

NOTE 19: OTHER INCOME (EXPENSE), NET

Other income (expense), net, consists of the following for the periods presented:

	Year Ended December 31,
	2019			2018			2017
	(in millions)
Foreign currency exchange rates gains (losses), net (1)	$	(2	)	$	(9	)	$	1
Gain (loss) and impairments on equity investments in privately-held companies, net		—			1			(2	)
Gain (loss) from equity method investment, net		(1	)		—			—
Other income (expense), net		—			3			1
Total	$	(3	)	$	(5	)	$	—

(1)

Our foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses from the conversion of the transaction currency to the functional currency, partially offset by the foreign currency forward contract gains and losses.

Quarterly Financial Information

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information

NOTE 20: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table presents selected unaudited financial information for the eight quarters in the period ended December 31, 2019. The results for any quarter are not necessarily indicative of future quarterly results and, accordingly, period to period comparisons should not be relied upon as an indication of future performance.

	Three Months Ended
	March 31		June 30		September 30		December 31
	(in millions, except per share data)
Year ended December 31, 2019
Revenue	$	376	$	422	$	428	$	335
Operating income		31		66		68		23
Net income		26		34		50		15
Basic earnings per share (1)	$	0.19	$	0.24	$	0.36	$	0.11
Diluted earnings per share (1)	$	0.18	$	0.24	$	0.36	$	0.11
Year ended December 31, 2018
Revenue	$	378	$	433	$	458	$	346
Operating income		23		49		89		23
Net income		5		32		69		7
Basic earnings per share (1)	$	0.04	$	0.23	$	0.50	$	0.05
Diluted earnings per share (1)	$	0.04	$	0.23	$	0.49	$	0.05

(1)

Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Seasonality

Basis of Presentation and Consolidation

Accounting Estimates

Revenue Recognition

Refer to “Note 4: Revenue Recognition” for a discussion about our revenue recognition policies and other financial disclosures.

Cost of Revenue

Selling and Marketing

Technology and Content

General and Administrative

Stock-Based Compensation

amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

Income Taxes

Non-Marketable Equity Investments

For all periods presented, our restricted cash, which primarily consists of escrowed security deposits, was not material and is included in other long-term assets on our consolidated balance sheet.

Marketable Securities

Accounts Receivable and Allowance for Doubtful Accounts

The following table presents the changes in our allowance for doubtful accounts for the periods presented:

	December 31,
	2019			2018			2017
	(in millions)
Allowance for doubtful accounts:
Balance, beginning of period	$	21		$	16		$	9
Charges to earnings		11			11			8
Write-offs, net of recoveries and other adjustments		(7	)		(6	)		(1	)
Balance, end of period	$	25		$	21		$	16

Derivative Financial Instruments

Property and Equipment, Including Website and Software Development Costs

Leases

Company has also entered into data center and certain equipment leases, such as network equipment and other leases, which are not material to our consolidated financial statements.

Refer to the Recently Adopted Accounting Pronouncements section below, for a detailed accounting discussion on the impact of this new guidance to our existing leases and accounting policy.

Business Combinations

Goodwill and Intangible Assets

Goodwill

Intangible Assets

Impairment of Long-Lived Assets

Deferred Merchant Payables

Foreign Currency Translation and Transaction Gains and Losses

Fair Value Measurements and Disclosures

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

Certain Risks and Concentrations

Contingent Liabilities

Treasury Stock

Earnings Per Share (“EPS”)

Refer to “Note 5: Earnings Per Share” for a discussion about how we compute Basic EPS and Diluted EPS.

New Accounting Pronouncements Not Yet Adopted and Recently Adopted Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

	Balance at December 31, 2018		Adjustments due to ASC 842			Balance at January 1, 2019
	(in millions)
Assets:
Prepaid expenses and other current assets	$	33	$	(3	)	$	30
Property and equipment, net (1)		253		8			261
Operating lease right-of-use assets (1)		—		75			75
Deferred income taxes, net		27		(1	)		26
Other long-term assets		86		(2	)		84

Liabilities:
Accrued expenses and other current liabilities (2)		151		21			172
Other long-term liabilities (1)		282		53			335
Retained earnings (3)	$	1,043	$	3		$	1,046

(1)

Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.

(2)

This adjustment primarily represents the short-term portion of operating and finance lease obligations recorded upon adoption of ASC 842, discussed below.

(3)

Represents a cumulative-effect adjustment of $3 million, net of tax to our beginning balance of retained earnings recorded upon adoption of ASC 842.

recognition under the sale-leaseback accounting guidance under GAAP. If we continue to be the deemed owner, for accounting purposes, the facilities are accounted for as financing obligations.

Operating Leases

Finance Lease

The components of lease expense were as follows for the periods presented:

	Year ended December 31, 2019
	(in millions)
Operating lease cost (1)	$	24
Finance lease cost
Amortization of right-of-use assets (2)	$	9
Interest on lease liabilities (3)		4
Total finance lease cost	$	13
Sublease income (1)		(3	)
Total lease cost, net	$	34

(1)

(2)

(3)

Additional information related to our leases is as follows for the periods presented:

	Year ended December 31, 2019
Supplemental Cash Flows Information:	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	26
Operating cash outflows from finance lease		4
Financing cash outflows from finance lease		5

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases (1)	$	106
Finance lease (2)		88

(1)

Amount includes operating leases existing on January 1, 2019 of $88 million and those that commenced during the year ended December 31, 2019 of $18 million.

(2)

Amount represents the finance lease liability arising from obtaining the ROU asset related to our Headquarters Lease, which was recognized upon the adoption of ASC 842 on January 1, 2019.

	As of December 31, 2019
Weighted-average remaining lease term:
Operating leases	4.4 years
Finance lease	11.0 years

Weighted-average discount rate:
Operating leases		4.11	%
Finance lease		4.49	%

Future lease payments under non-cancelable leases as of December 31, 2019 were as follows:


Year Ending December 31,	Operating Leases			Finance Lease
	(in millions)
2020	$	23		$	9
2021		23			10
2022		19			10
2023		13			10
2024		8			10
Thereafter		6			57
Total future lease payments		92			106
Less imputed interest		(8	)		(23	)
Total lease liabilities	$	84		$	83

Reported on consolidated balance sheet as of December 31, 2019	Operating Leases			Finance Lease
	(in millions)
Accrued expenses and other current liabilities	$	20		$	5
Other long-term liabilities		64			78
Total lease liabilities	$	84		$	83

Year	Headquarters Lease (1)		Other Operating Leases		Sublease Income			Total Lease Commitments (Net of Sublease Income)
	(in millions)
2019		9	$	19	$	(3	)	$	25
2020		9		18		(2	)		25
2021		10		16		(2	)		24
2022		10		16		(2	)		24
2023		10		9		—			19
Thereafter		67		9		—			76
Total	$	115	$	87	$	(9	)	$	193

(1)

Amount includes an $83 million financing obligation in other long-term liabilities on our consolidated balance sheet at December 31, 2018, related to the Headquarters Lease.

As of December 31, 2019, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations for us.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Summary of Changes in the Allowance for Doubtful Accounts

The following table presents the changes in our allowance for doubtful accounts for the periods presented:

	December 31,
	2019			2018			2017
	(in millions)
Allowance for doubtful accounts:
Balance, beginning of period	$	21		$	16		$	9
Charges to earnings		11			11			8
Write-offs, net of recoveries and other adjustments		(7	)		(6	)		(1	)
Balance, end of period	$	25		$	21		$	16

Components of Lease Expense

	Year ended December 31, 2019
	(in millions)
Operating lease cost (1)	$	24
Finance lease cost
Amortization of right-of-use assets (2)	$	9
Interest on lease liabilities (3)		4
Total finance lease cost	$	13
Sublease income (1)		(3	)
Total lease cost, net	$	34

(1)

(2)

(3)

Additional Information Related to Leases

Additional information related to our leases is as follows for the periods presented:

	Year ended December 31, 2019
Supplemental Cash Flows Information:	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	26
Operating cash outflows from finance lease		4
Financing cash outflows from finance lease		5

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases (1)	$	106
Finance lease (2)		88

(1)

Amount includes operating leases existing on January 1, 2019 of $88 million and those that commenced during the year ended December 31, 2019 of $18 million.

(2)

Amount represents the finance lease liability arising from obtaining the ROU asset related to our Headquarters Lease, which was recognized upon the adoption of ASC 842 on January 1, 2019.

	As of December 31, 2019
Weighted-average remaining lease term:
Operating leases	4.4 years
Finance lease	11.0 years

Weighted-average discount rate:
Operating leases		4.11	%
Finance lease		4.49	%

Summary of Future Lease Payments Under Non-Cancellable Leases

Future lease payments under non-cancelable leases as of December 31, 2019 were as follows:


Year Ending December 31,	Operating Leases			Finance Lease
	(in millions)
2020	$	23		$	9
2021		23			10
2022		19			10
2023		13			10
2024		8			10
Thereafter		6			57
Total future lease payments		92			106
Less imputed interest		(8	)		(23	)
Total lease liabilities	$	84		$	83

Reported on consolidated balance sheet as of December 31, 2019	Operating Leases			Finance Lease
	(in millions)
Accrued expenses and other current liabilities	$	20		$	5
Other long-term liabilities		64			78
Total lease liabilities	$	84		$	83

Future Minimum Commitments Under Our Corporate Headquarters Lease and Other Non-Cancelable Operating Leases

Year	Headquarters Lease (1)		Other Operating Leases		Sublease Income			Total Lease Commitments (Net of Sublease Income)
	(in millions)
2019		9	$	19	$	(3	)	$	25
2020		9		18		(2	)		25
2021		10		16		(2	)		24
2022		10		16		(2	)		24
2023		10		9		—			19
Thereafter		67		9		—			76
Total	$	115	$	87	$	(9	)	$	193

(1)

Amount includes an $83 million financing obligation in other long-term liabilities on our consolidated balance sheet at December 31, 2018, related to the Headquarters Lease.

Accounting Standards Update 2016-02

Adoption of ASC 842 on Unaudited Condensed Consolidated Balance Sheet

The effect on our consolidated balance sheet as of January 1, 2019 from the adoption of ASC 842 is as follows:

	Balance at December 31, 2018		Adjustments due to ASC 842			Balance at January 1, 2019
	(in millions)
Assets:
Prepaid expenses and other current assets	$	33	$	(3	)	$	30
Property and equipment, net (1)		253		8			261
Operating lease right-of-use assets (1)		—		75			75
Deferred income taxes, net		27		(1	)		26
Other long-term assets		86		(2	)		84

Liabilities:
Accrued expenses and other current liabilities (2)		151		21			172
Other long-term liabilities (1)		282		53			335
Retained earnings (3)	$	1,043	$	3		$	1,046

(1)

Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.

(2)

This adjustment primarily represents the short-term portion of operating and finance lease obligations recorded upon adoption of ASC 842, discussed below.

(3)

Represents a cumulative-effect adjustment of $3 million, net of tax to our beginning balance of retained earnings recorded upon adoption of ASC 842.

Acquisitions and Other Investments (Tables)

12 Months Ended

Dec. 31, 2019

2019 Acquisition

Summary of Aggregate Purchase Price Consideration Allocated to Fair Value of Assets Acquired and Liabilities Assumed

The following summarizes the preliminary allocation, in millions:

	Total
Goodwill (1)	$	85
Intangible assets (2)		26
Net tangible assets (liabilities) (3)		(1	)
Total purchase price consideration (4)	$	110

(1)	Goodwill of $50 million is not deductible for tax purposes.
(2)	Preliminary identifiable definite-lived intangible assets acquired during 2019 were comprised of trade names of $2 million with a weighted average life of 2 years, customer lists and supplier relationships of $10 million with a weighted average life of 8 years, subscriber relationships of $6 million with a weighted average life of approximately 3 years, and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2019 was 6 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date.
(3)	Primarily includes cash acquired of $2 million, accounts receivable of $3 million, prepaid expenses and other current assets of $2 million and liabilities assumed of $8 million, including accounts payable, accrued expenses and other current liabilities, and deferred revenue, which reflect their respective fair values at acquisition.
(4)	Subject to adjustment based on (i) final working capital adjustment calculations; and (ii) indemnification obligations for general representations and warranties of certain acquired company stockholders.

2018 Acquisition

Summary of Aggregate Purchase Price Consideration Allocated to Fair Value of Assets Acquired and Liabilities Assumed

The purchase price consideration of $23 million was allocated to the fair value of assets acquired and liabilities assumed. The following summarizes the final purchase price allocation, in millions:

	Total
Goodwill (1)	$	11
Intangible assets (2)		14
Deferred tax liabilities, net		(2	)
Total purchase price consideration (3)	$	23

(1)	Goodwill is not deductible for tax purposes.
(2)	Identifiable definite-lived intangible assets acquired during 2018 were comprised of supplier relationships of $6 million with a weighted average life of 10 years and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of this business during 2018 was 8 years, and will be amortized on a straight-line basis over the estimated useful lives from acquisition date.
(3)	Subject to adjustment based on indemnification obligations for general representations and warranties of certain acquired company stockholders.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2019

Revenue From Contract With Customer [Abstract]

Reconciliation of Disaggregated Revenue to Segment Revenue

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

	Year ended December 31,
	2019		2018
Major products/revenue sources (1):	(in millions)
Hotels, Media & Platform
Tripadvisor-branded hotels	$	779	$	848
Tripadvisor-branded display and platform		160		153
Total Hotels, Media & Platform		939		1,001

Experiences & Dining		456		372
Other (2)		165		242
Total Revenue	$	1,560	$	1,615

(1)

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

(2)

Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment

Summary of Balances of Accounts Receivables and Contract Assets from Contracts with Customers

The following table provides information about the opening and closing balances of accounts receivables and contract assets from contracts with customers (in millions):

	December 31, 2019		December 31, 2018
Accounts receivable	$	176	$	205
Contract assets		7		7
Total	$	183	$	212

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding

	Year ended December 31,
	2019		2018		2017
Numerator:
Net income (loss)	$	126	$	113	$	(19	)
Denominator:
Weighted average shares used to compute Basic EPS		138,975		138,116		140,445
Weighted average effect of dilutive securities:
Stock options		155		351		—
RSUs/MSUs		1,528		1,908		—
Weighted average shares used to compute Diluted EPS		140,658		140,375		140,445
Basic EPS	$	0.91	$	0.82	$	(0.14	)
Diluted EPS	$	0.89	$	0.81	$	(0.14	)

Stock Based Awards and Other Equity Instruments (Tables)

12 Months Ended

Dec. 31, 2019

Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs

	Year ended December 31,
	2019			2018			2017
	(in millions)
Cost of revenue	$	1		$	1		$	—
Selling and marketing		23			21			21
Technology and content		55			51			40
General and administrative		45			45			35
Total stock-based compensation expense		124			118			96
Income tax benefit from stock-based compensation expense		(28	)		(27	)		(28	)
Total stock-based compensation expense, net of tax effect	$	96		$	91		$	68

Summary of Stock Option Activity

A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, is presented below:

				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding as of December 31, 2016		5,818		$	57.60
Granted (1)		2,333			40.03
Exercised (2)		(496	)		29.37
Cancelled or expired		(802	)		65.13
Options outstanding as of December 31, 2017		6,853			52.78
Granted		762			43.53
Exercised (2)		(1,162	)		37.26
Cancelled or expired		(412	)		61.46
Options outstanding as of December 31, 2018		6,041			54.00
Granted		752			48.30
Exercised (2)		(195	)		42.17
Cancelled or expired		(581	)		56.97
Options outstanding as of December 31, 2019		6,017		$	50.27		5.9	$	—
Exercisable as of December 31, 2019		3,425		$	57.27		4.2	$	—
Vested and expected to vest after December 31, 2019 (3)		6,017		$	50.27		5.9	$	—

(1)

(2)

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

Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants

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

	December 31,
	2019			2018			2017
Risk free interest rate		1.79	%		2.70	%		2.02	%
Expected term (in years)		5.19			5.45			6.13
Expected volatility		42.09	%		41.86	%		42.14	%
Expected dividend yield	— %			— %			— %
Weighted-average grant date fair value	$	21.25		$	18.11		$	16.50

Summary of RSU Activity

A summary of our RSU activity is presented below:

				Weighted
				Average
				Grant-		Aggregate
	RSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested RSUs outstanding as of December 31, 2016		2,856		$	69.35
Granted (1)(2)		4,829			41.58
Vested and released (3)		(1,030	)		67.25
Cancelled		(853	)		52.64
Unvested RSUs outstanding as of December 31, 2017		5,802			48.81
Granted		3,302			43.04
Vested and released (3)		(1,617	)		54.22
Cancelled		(847	)		46.43
Unvested RSUs outstanding as of December 31, 2018		6,640			44.93
Granted (4)		4,688			47.35
Vested and released (3)		(2,002	)		48.11
Cancelled		(857	)		47.19
Unvested RSUs outstanding as of December 31, 2019 (5)		8,469		$	45.42	$	258

(1)

(2)	Excludes from the 2017 RSU grants, a performance-based RSU grant for 213,000 shares awarded to our CEO during November 2017. This award provides for vesting based on the extent to which the Company achieves

(3)

(4)	Inclusive of 843,426 dividend equivalents issued to employees holding non-vested RSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.

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

Summary of Unrecognized Compensation Expense and Weighted Average Period Remaining

	Stock
	Options		RSUs/MSUs
Unrecognized compensation expense	$	32	$	248
Weighted average period remaining (in years)		2.6		2.5

MSUs

Summary of RSU Activity

A summary of our RSU activity for MSUs is presented below:

				Weighted
				Average
				Grant-		Aggregate
	MSUs			Date Fair		Intrinsic
	Outstanding			Value Per Share		Value
	(in thousands)					(in millions)
Unvested MSUs outstanding as of December 31, 2017 (1)		213		$	30.04
Granted (2)		71			59.40
Vested and released		—
Cancelled		—
Unvested MSUs outstanding as of December 31, 2018		284			37.41
Granted (3)(4)		121			51.76
Vested and released		—			—
Cancelled		(16	)		58.63
Unvested MSUs outstanding as of December 31, 2019		389		$	40.99	$	12

(1)

(2)

(3)

target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan.

(4)	Inclusive of 42,477 dividend equivalents issued to employees holding non-vested MSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.

Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2019

Investments All Other Investments [Abstract]

Schedule of Marketable Securities

	December 31, 2018
	Total Amortized		Total Fair		Cash and Cash		Short-Term Marketable
	Cost		Value (1)		Equivalents		Securities
Level 1:
Money market funds	$	128	$	128	$	128		—
Level 2:
Commercial paper		20		20		5		15
Total	$	148	$	148	$	133	$	15

(1)	As of December 31, 2018, any unrealized gains or losses related to our marketable securities were not material.

Notional Principal Amounts of Outstanding Derivative Instruments

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

	December 31, 2019		December 31, 2018
	(in millions)
Foreign currency exchange-forward contracts (1)(2)	$	10	$	13

(1)	Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had one and two outstanding derivative contracts as of December 31, 2019 and 2018, respectively. These outstanding derivatives are not designated as hedging instruments.

(2)	The fair value of our outstanding derivatives as of December 31, 2019 and 2018, respectively, was not material and was reported as a liability in accrued expenses and other current liabilities on our consolidated balance sheets.

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2019

Property Plant And Equipment [Abstract]

Components of Property and Equipment, Net

Property and equipment, net consists of the following for the periods presented:

	December 31, 2019			December 31, 2018
	(in millions)
Capitalized software and website development	$	335		$	259
Building (1)		—			123
Finance lease right-of-use asset (1)		114			—
Leasehold improvements		49			41
Computer equipment and purchased software		70			52
Furniture, office equipment and other		21			18
		589			493
Less: accumulated depreciation		(319	)		(240	)
Total	$	270		$	253

(1)	Refer to “Note 2: Significant Accounting Policies,” regarding the transition accounting related to our adoption of ASC 842 and the subsequent accounting for our Headquarter Lease.

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2019

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill

The following table summarizes our goodwill activity by reportable segment for the periods presented:

	Hotel			Non-Hotel			Hotels, Media & Platform		Experiences & Dining			Other (4)		Total
	(in millions)						(in millions)
Balance as of December 31, 2017	$	451		$	307		$	—	$	—		$	—	$	758
Acquisitions (1)		—			11			—		—			—		11
Other adjustments (2)		—			(13	)		—		—			—		(13	)
Balance as of December 31, 2018	$	451		$	305		$	—	$	—		$	—	$	756
Allocation to new segments (3)		(451	)		(305	)		405		250			101		—
Acquisitions (1)		—			—			—	$	85		$	—		85
Other adjustments (2)		—			—			—		(2	)		1		(1	)
Balance as of December 31, 2019	$	—		$	—		$	405	$	333		$	102	$	840

(1)

The additions to goodwill relate to our business acquisitions. Refer to “Note 3: Acquisitions and Other Investments,” for further information.

(2)

Primarily related to impact of changes in foreign currency exchange rates to goodwill.

(3)

Refer to “Note 1: Organization and Business Description” for information on our reporting segment changes in the first quarter of 2019.

(4)

Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China business units and does not constitute a reportable segment.

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

Intangible assets, which were acquired in business combinations and recorded at fair value on the date of purchase, consist of the following for the periods presented:

	December 31,
		2019			2018
	(in millions)
Intangible assets with definite lives	$	253		$	228
Less: accumulated amortization		(173	)		(140	)
Intangible assets with definite lives, net		80			88
Intangible assets with indefinite lives		30			30
Total	$	110		$	118

Components of Intangible Assets with Definite Lives

The following table presents the components of our intangible assets with definite lives for the periods presented:

			December 31, 2019							December 31, 2018
	Weighted Average		Gross					Net		Gross					Net
	Remaining Life		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	(in years)		Amount		Amortization			Amount		Amount		Amortization			Amount
			(in millions)							(in millions)
Trade names and trademarks		4.5	$	59	$	(35	)	$	24	$	57	$	(28	)	$	29
Customer lists and supplier relationships		4.4		98		(65	)		33		88		(53	)		35
Subscriber relationships		3.3		40		(29	)		11		34		(25	)		9
Technology and other		5.1		56		(44	)		12		49		(34	)		15
Total		4.4	$	253	$	(173	)	$	80	$	228	$	(140	)	$	88

Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives

2020	$	26
2021		19
2022		13
2023		9
2024		6
2025 and thereafter		7
Total	$	80

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Summary of Our Domestic and Foreign Income Before Income Taxes

The following table presents a summary of our domestic and foreign income before income taxes:

	Year Ended December 31,
	2019		2018		2017
	(in millions)
Domestic	$	92	$	104	$	81
Foreign		102		69		29
Total	$	194	$	173	$	110

Summary of the Components of Our Provision for Income Taxes

The following table presents a summary of the components of our provision for income taxes:

	Year Ended December 31,
	2019			2018			2017
	(in millions)
Current income tax expense:
Federal	$	31		$	37		$	93
State		5			12			1
Foreign		26			17			6
Current income tax expense		62			66			100
Deferred income tax expense (benefit):
Federal		25			(10	)		25
State		7			(1	)		2
Foreign		(26	)		5			2
Deferred income tax expense (benefit):		6			(6	)		29
Provision for income taxes	$	68		$	60		$	129

Summary of Deferred Tax Assets and Deferred Tax Liabilities

The significant components of our deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are as follows:

	December 31,
	2019			2018
	(in millions)
Deferred tax assets:
Stock-based compensation	$	47		$	44
Net operating loss carryforwards		49			38
Provision for accrued expenses		6			6
Deferred rent		—			3
Lease financing obligation		24			22
Foreign advertising spend		15			15
Deferred expense related to cost-sharing arrangement		-			31
Interest carryforward		20			14
Other		14			10
Total deferred tax assets	$	175		$	183
Less: valuation allowance		(72	)		(57	)
Net deferred tax assets	$	103		$	126
Deferred tax liabilities:
Intangible assets	$	(51	)	$	(57	)
Property and equipment		(27	)		(22	)
Prepaid expenses		(2	)		(2	)
Building - corporate headquarters		(22	)		(23	)
Deferred income related to cost-sharing arrangement		—			(16	)
Other		(2	)		—
Total deferred tax liabilities	$	(104	)	$	(120	)
Net deferred tax asset (liability)	$	(1	)	$	6

Reconciliation of the Provision for Income Taxes

A reconciliation of the provision for income taxes to the amounts computed by applying the statutory federal income tax rate to income before income taxes is as follows:

	Year Ended December 31,
	2019			2018			2017
	(in millions)
Income tax expense at the federal statutory rate	$	40		$	36		$	38
Foreign rate differential		(16	)		(17	)		(25	)
State income taxes, net of effect of federal tax benefit		9			9			5
Unrecognized tax benefits and related interest		11			15			12
Change in cost-sharing treatment of stock-based compensation		15			(3	)		(5	)
FDII, GILTI and other provisions		(3	)		(5	)		—
Impacts related to the 2017 Tax Act		—			—			73
Research tax credit		(11	)		(9	)		(8	)
Stock-based compensation		4			8			13
Change in valuation allowance		6			9			25
Local income tax on intercompany transaction (1)		7			10			—
Executive compensation		3			2			1
Other, net		3			5			—
Provision for income taxes	$	68		$	60		$	129

(1)

Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (excluding interest and penalties) is as follows:

	December 31,
	2019			2018		2017
	(in millions)
Balance, beginning of year	$	136		$	123	$	105
Increases to tax positions related to the current year		11			11		17
Increases to tax positions related to the prior year		1			2		1
Reductions due to lapsed statute of limitations		—			—		—
Decreases to tax positions related to the prior year		(8	)		—		—
Settlements during current year		—			—		—
Balance, end of year	$	140		$	136	$	123

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Payables And Accruals [Abstract]

Details of Accrued Expenses and Other Current Liabilities

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

	December 31, 2019		December 31, 2018
	(in millions)
Accrued employee salary, bonus, and related benefits	$	74	$	67
Accrued marketing costs		27		31
Current income taxes payable (1)		14		7
Finance lease liability - current portion (2)		5		—
Operating lease liabilities - current portion (2)		20		—
Other		63		46
Total	$	203	$	151

(1)

Refer to “Note 11: Income Taxes” for additional information.

(2)

Other Long-Term Liabilities (Tables)

12 Months Ended

Dec. 31, 2019

Other Liabilities Noncurrent [Abstract]

Schedule of Other Long-Term Liabilities

Other long-term liabilities consisted of the following for the periods presented:

	December 31, 2019		December 31, 2018
	(in millions)
Unrecognized tax benefits (1)	$	167	$	148
Long-term income taxes payable (2)		31		31
Financing obligation, net of current portion (3)		—		83
Finance lease liability, net of current portion (3)		78		—
Operating lease liabilities, net of current portion (3)		64		—
Deferred income liability (4)		36		—
Other		4		20
Total	$	380	$	282

(1)

Refer to “Note 11: Income Taxes” for additional information on our unrecognized tax benefits. Amount includes accrued interest related to this liability.

(2)

Amount relates to the long-term portion of Transition Tax related to 2017 Tax Act. Refer to “Note 11: Income Taxes,” for additional information.

(3)

(4)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2019

Commitments And Contingencies Disclosure [Abstract]

Summary of Material Contractual Obligations and Commercial Commitments

			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in millions)
Purchase obligations and other (1)	$	10	$	3	$	4	$	3	$	—
Expected commitment fee payments on 2015 Credit Facility (2)		4		2		2		—		—
Total (3)(4)	$	14	$	5	$	6	$	3	$	—

(1)

(2)

(3)

Excluded from the table was $3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2019.

(4)

Refer to “Note 2: Significant Accounting Policies” for expected future lease payments under existing non-cancelable leases as of December 31, 2019, which are excluded from this table.

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation Adjustments

Accumulated other comprehensive loss is primarily comprised of accumulated foreign currency translation adjustments, as follows for the periods presented:

	December 31, 2019			December 31, 2018
	(in millions)
Cumulative foreign currency translation Adjustments, net of tax (1)	$	(63	)	$	(62	)
Total accumulated other comprehensive loss (2)	$	(63	)	$	(62	)

(1)

(2)

Our accumulated net unrealized gain (loss) on available for sale debt securities was not material as of December 31, 2018.

Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2019

Segment Reporting [Abstract]

Summary of Segment Information

	Year ended December 31, 2019
	Hotels, Media & Platform (1)		Experiences & Dining		Other (2)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	939	$	456	$	165	$	—		$	1,560
Adjusted EBITDA		378		5		55		—			438
Depreciation								(93	)		(93	)
Amortization of intangible assets								(33	)		(33	)
Stock-based compensation								(124	)		(124	)
Restructuring and other related reorganization costs								(1	)		(1	)
Operating income											187
Other income, net											7
Income before income taxes											194
Provision for income taxes											(68	)
Net income										$	126

	Year ended December 31, 2018
	Hotels, Media & Platform (1)		Experiences & Dining		Other (2)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	1,001	$	372	$	242	$	—		$	1,615
Adjusted EBITDA		329		48		45		—			422
Depreciation								(82	)		(82	)
Amortization of intangible assets								(34	)		(34	)
Stock-based compensation								(118	)		(118	)
Legal reserves and settlements								(5	)		(5	)
Operating income											183
Other expense, net											(10	)
Income before income taxes											173
Provision for income taxes											(60	)
Net income										$	113

	Year ended December 31, 2017
	Hotels, Media & Platform (1)		Experiences & Dining		Other (2)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	1,022	$	264	$	270	$	—		$	1,556
Adjusted EBITDA		267		23		41		—			331
Depreciation								(79	)		(79	)
Amortization of intangible assets								(32	)		(32	)
Stock-based compensation								(96	)		(96	)
Operating income											124
Other expense, net											(14	)
Income before income taxes											110
Provision for income taxes (3)											(129	)
Net loss										$	(19	)

(1)	Includes allocated corporate general and administrative costs of $69 million, $77 million and $76 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $77 million, $122 million and $82 million for the years ended December 31, 2019, 2018 and 2017, respectively.

(2)	Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment.

(3)	The year ended December 31, 2017 reflects $67 million of Transition Tax and $6 million of tax expense recorded due to the remeasurement of net deferred tax assets related to the 2017 Tax Act enacted on December 22, 2017. Refer to “Note 11: Income Taxes” for further information.

Summary of Revenue by Geographic Area

	Year ended December 31,
	2019		2018		2017
	(in millions)
Revenue
United States	$	821	$	835	$	802
United Kingdom		466		508		530
All other countries		273		272		224
Total revenue	$	1,560	$	1,615	$	1,556

Property and Equipment, Net

The Company’s property and equipment, net for the United States and all other countries based on the geographic location of the assets consists of the following for the periods presented:

	December 31,
	2019		2018
	(in millions)
Property and equipment, net
United States	$	227	$	214
All other countries		43		39
Total	$	270	$	253

Other Income (Expense), Net (Tables)

12 Months Ended

Dec. 31, 2019

Other Income And Expenses [Abstract]

Summary of Other Income (Expense), Net

Other income (expense), net, consists of the following for the periods presented:

	Year Ended December 31,
	2019			2018			2017
	(in millions)
Foreign currency exchange rates gains (losses), net (1)	$	(2	)	$	(9	)	$	1
Gain (loss) and impairments on equity investments in privately-held companies, net		—			1			(2	)
Gain (loss) from equity method investment, net		(1	)		—			—
Other income (expense), net		—			3			1
Total	$	(3	)	$	(5	)	$	—

(1)

Quarterly Financial Information (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	Three Months Ended
	March 31		June 30		September 30		December 31
	(in millions, except per share data)
Year ended December 31, 2019
Revenue	$	376	$	422	$	428	$	335
Operating income		31		66		68		23
Net income		26		34		50		15
Basic earnings per share (1)	$	0.19	$	0.24	$	0.36	$	0.11
Diluted earnings per share (1)	$	0.18	$	0.24	$	0.36	$	0.11
Year ended December 31, 2018
Revenue	$	378	$	433	$	458	$	346
Operating income		23		49		89		23
Net income		5		32		69		7
Basic earnings per share (1)	$	0.04	$	0.23	$	0.50	$	0.05
Diluted earnings per share (1)	$	0.04	$	0.23	$	0.49	$	0.05

(1)

Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.

Organization and Business Description - Additional Information (Details) shares in Millions, Restaurant in Millions, Hotel in Millions		3 Months Ended	12 Months Ended
	Dec. 11, 2012 shares	Sep. 30, 2019 Visitor	Dec. 31, 2019 Vote / shares Market Language Hotel VacationRental Restaurant ActivityandAttraction shares
Description Of Business And Basis Of Presentation [Line Items]
Number of markets with localized versions of website \| Market			48
Number of languages worldwide \| Language			28
Description of user-generated reviews and opinions across broad base of global travel-related businesses			Tripadvisor features 859 million reviews and opinions on 8.6 million places to stay, places to eat and things to do – including 1.4 million hotels, inns, B&Bs and specialty lodging, 842,000 rental properties, 5.2 million restaurants and 1.2 million travel activities and experiences worldwide.
Number of hotels and accommodations \| Hotel			1.4
Number of vacation rentals \| VacationRental			842,000
Number of restaurants \| Restaurant			5.2
Number of activities and attractions worldwide \| ActivityandAttraction			1,200,000
Number of average monthly unique visitors \| Visitor		463
Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Right to voting			10 votes per share
Vote per common stock share \| Vote / shares			10
Liberty
Description Of Business And Basis Of Presentation [Line Items]
Common stock purchased by Liberty	4.8
Beneficially ownership of shares of common stock	18.2
Beneficially ownership of shares of Common Stock Class B	12.8
Percentage of interest held by related party			100.00%
LTRIP
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock			18.2
Percentage taken from outstanding shares of common stock			14.60%
Percentage of beneficially ownership of shares of common stock class B			22.50%
Right to voting			one vote per share
Vote per common stock share \| Vote / shares			1
Beneficially ownership of equity securities			57.90%
LTRIP \| Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock			12.8
Percentage taken from outstanding shares of common stock			100.00%
Right to voting			ten votes per share
Vote per common stock share \| Vote / shares			10

Significant Accounting Policies - Additional Information (Details)

1 Months Ended

3 Months Ended

12 Months Ended

Jun. 30, 2013

ft²

Mar. 31, 2019

USD ($)

Dec. 31, 2019

USD ($)

ft²

Subsidiary

ReportingUnit

Location

Dec. 31, 2018

USD ($)

Dec. 31, 2017

USD ($)

Jan. 01, 2019

USD ($)

Prepaid advertising expenses

Advertising expense

$ 423,000,000

$ 544,000,000

$ 629,000,000

$ 2,000,000

Expected dividend yield

0.00%

Financial instruments including money market funds maturities period

90 days

Minimum maturities of short-term marketable securities

90 days

Maximum remaining maturity for short-term marketable securities

12 months

Maximum maturity period for marketable security

3 years

Weighted Average Maturity

18 months

Customer invoices due period

30 days

Minimum maturity at purchase date for a short term marketable security

90 days

Minimum probability that the fair value of the reporting unit is less than the carrying amount

50.00%

Number of distinct reporting units | ReportingUnit

Goodwill impairment loss

$ 0

Carrying value of indefinite-lived intangible assets

30,000,000

Deferred merchant payables

159,000,000

164,000,000

Net foreign currency exchange gains/(losses)

^[1]

$ (2,000,000)

(9,000,000)

$ 1,000,000

Foreign currency exchange contracts maturity period, maximum

90 days

Operating lease liabilities

$ 74,000,000

84,000,000

Leased area | ft²

280,000

Finance lease liability

83,000,000

ROU asset, net of accumulated amortization

^[2]

9,000,000

Accumulated amortization

$ 319,000,000

$ 240,000,000

Corporate HQ Building

Accounting Standards Update 2016-02

Lease expiration date

Dec. 01, 2030

Initial term of lease

15 years 7 months

Extended lease term

5 years

Operating lease liabilities

^[3]

$ 75,000,000

88,000,000

Operating lease, term

6 years

Operating lease, existence of option to extend

true

Operating lease, existence of option to terminate

true

Operating lease, Option to terminate

within 1 year

Finance lease ROU assets

114,000,000

Finance lease liability

88,000,000

Finance lease prepaid rent

26,000,000

Accounting Standards Update 2016-02 | Property and Equipment, Net

ROU asset, net of accumulated amortization

$ 105,000,000

Accounting Standards Update 2016-02 | Corporate Headquarters Lease

Accounting Standards Update 2016-02 | Difference between Leases Guidance in Effect before and after Topic 842

Net asset

26,000,000

Accumulated amortization

$ 9,000,000

Customer Concentration Risk | Sales | Expedia

88,000,000

Deferred rent

$ (13,000,000)

Customer concentration risk

10.00%

Customer Concentration Risk | Sales | Booking

Customer concentration risk

10.00%

Customer Concentration Risk | Sales | Expedia and Booking

Customer concentration risk

33.00%

37.00%

43.00%

Trademarks and Tradenames

Carrying value of indefinite-lived intangible assets

$ 30,000,000

Impairment of indefinite-lived intangible assets

$ 0

Minimum

Depreciation over the estimated useful lives of assets

3 years

Maximum

Depreciation over the estimated useful lives of assets

5 years

Maximum | Accounting Standards Update 2016-02

Lease expiration date

Jun. 30, 2027

Stock Options

Term of stock options, granted

10 years

Stock options vest period

4 years

Restricted Stock Units

Stock options vest period

4 years

China

Number of operating subsidiaries | Subsidiary

North America and Europe and Asia Pacific

Leased area of office space | ft²

505,000

Leased location | Location

Lease expiration date

Jun. 30, 2027

[1]	Our foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses from the conversion of the transaction currency to the functional currency, partially offset by the foreign currency forward contract gains and losses.
[2]	Amount is included in depreciation expense in our consolidated statement of operations. During both the years ended December 31, 2018 and 2017, we recorded depreciation expense of $3 million related to our Headquarters Lease in our consolidated statement of operations in accordance with ASC 840.
[3]	Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.

Significant Accounting Policies - Adoption of ASC 842 on Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Jan. 01, 2019

Dec. 31, 2018

ASSETS

$ 31

$ 33

270

253

^[1]

Deferred income taxes, net

Liabilities:

203

151

^[2]

380

282

^[1]

Accounting Standards Update 2016-02

$ 681

$ 1,043

^[3]

ASSETS

$ 30

^[1]

261

Deferred income taxes, net

^[1]

Liabilities:

^[2]

172

^[1]

335

Accounting Standards Update 2016-02 | Adjustments Due to ASC 842

^[3]

1,046

ASSETS

(3)

^[1]

Deferred income taxes, net

^[1]

(1)

(2)

Liabilities:

^[2]

^[1]

Amortization of right-of-use assets

^[3]

$ 3

[1]	Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.
[2]	This adjustment primarily represents the short-term portion of operating and finance lease obligations recorded upon adoption of ASC 842, discussed below.
[3]	Represents a cumulative-effect adjustment of $3 million, net of tax to our beginning balance of retained earnings recorded upon adoption of ASC 842.

Significant Accounting Policies - Components of Lease Expense (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Lease Cost [Abstract]

Operating lease cost

$ 24

^[1]

$ 21

Finance lease cost

^[2]

Interest on lease liabilities

^[3]

Total finance lease cost

Sublease income

(3)

^[1]

$ (3)

Total lease cost, net

$ 34

[1]	Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statement of operations. During both the years ended December 31, 2018 and 2017, we recorded operating lease expense of $21 million and sublease income of $3 million, in our consolidated statement of operations in accordance with ASC 840.
[2]	Amount is included in depreciation expense in our consolidated statement of operations. During both the years ended December 31, 2018 and 2017, we recorded depreciation expense of $3 million related to our Headquarters Lease in our consolidated statement of operations in accordance with ASC 840.
[3]	Amount is included in interest expense in our consolidated statement of operations. During both the years ended December 31, 2018 and 2017, we recorded interest expense of $7 million related to our Headquarters Lease in our consolidated statement of operations in accordance with ASC 840.

Significant Accounting Policies - Components of Lease Expense (Paranthetical) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Operating lease expense

$ 24

^[1]

$ 21

Sublease income

^[1]

Depreciation expense

Interest expense

$ 7

Corporate HQ Building

Cash paid for amounts included in the measurement of lease liabilities:

Depreciation expense

Interest expense

$ 7

[1]

Significant Accounting Policies - Additional Information Related to Leases (Details) - USD ($)
$ in Millions

12 Months Ended

Jan. 01, 2019

Dec. 31, 2019

Operating cash outflows from operating leases

$ 26

Operating cash outflows from finance lease

Financing cash outflows from finance lease

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases

$ 88

106

^[1]

Finance lease

^[2]

$ 88

Weighted-average remaining lease term:

Operating leases

4 years 4 months 24 days

Finance lease

11 years

Weighted-average discount rate:

Operating leases

4.11%

Finance lease

4.49%

[1]	Amount includes operating leases existing on January 1, 2019 of $88 million and those that commenced during the year ended December 31, 2019 of $18 million.
[2]	Amount represents the finance lease liability arising from obtaining the ROU asset related to our Headquarters Lease, which was recognized upon the adoption of ASC 842 on January 1, 2019.

Significant Accounting Policies - Summary of Future Lease Payments Under Non-Cancellable Leases (Details)
$ in Millions

Dec. 31, 2019

USD ($)

Operating Lease Liabilities, Payments Due [Abstract]

$ 23

Total future lease payments

Less imputed interest

(8)

^[1]

^[2]

Finance Lease Liabilities, Payments, Due [Abstract]

Total future lease payments

106

Less imputed interest

(23)

^[1]

^[2]

$ 83

[1]	Refer to “Note 2: Significant Accounting Policies” for further information regarding our leases, including the transition accounting and updated accounting policies upon adoption of ASC 842 in 2019
[2]	Refer to “Note 2: Significant Accounting Policies” for further information regarding our leases, including the transition accounting and updated accounting policies upon adoption of ASC 842 in 2019.

Significant Accounting Policies - Future Minimum Commitments Under Our corporate Headquarters Lease and Other Non-Cancelable Operating Leases (Details)
$ in Millions

Dec. 31, 2018

USD ($)

$ (3)

(2)

(2)

(2)

(9)

193

^[1]

^[1]

^[1]

^[1]

^[1]

^[1]

115

^[1]

Other Operating Leases

Acquisitions And Other Investments [Line Items]

$ 87

[1]	Amount includes an $83 million financing obligation in other long-term liabilities on our consolidated balance sheet at December 31, 2018, related to the Headquarters Lease.

Acquisitions and Other Investments - Additional Information (Details)
$ in Millions

12 Months Ended

Dec. 31, 2019

USD ($)

Business

Dec. 31, 2018

USD ($)

Business

Dec. 31, 2017

Business

Cash consideration paid, net of cash acquired

$ 110

$ 24

Cost method investments

$ 2

Series of Individually Immaterial Business Acquisition

Acquisitions And Other Investments [Line Items]

Number of business acquired | Business

$ 2

Total acquisition purchase price

110

Cash consideration paid, net of cash acquired

108

$ 23

Cash acquired from acquisition

Purchase price consideration

$ 110

^[1]

$ 23

^[2]

SinglePlatform

Acquisitions And Other Investments [Line Items]

Percentage of ownership interests acquired

100.00%

Date of acquisition

Dec. 31, 2019

BookaTable

Acquisitions And Other Investments [Line Items]

Percentage of ownership interests acquired

100.00%

Date of acquisition

Dec. 31, 2019

Restorando

Acquisitions And Other Investments [Line Items]

Percentage of ownership interests acquired

100.00%

Date of acquisition

Feb. 28, 2019

[1]	Subject to adjustment based on (i) final working capital adjustment calculations; and (ii) indemnification obligations for general representations and warranties of certain acquired company stockholders.
[2]	Subject to adjustment based on indemnification obligations for general representations and warranties of certain acquired company stockholders.

Acquisitions and Other Investments - Summary of Aggregate Purchase Price Consideration Allocated to Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Series of Individually Immaterial Business Acquisition

Goodwill

$ 840

$ 756

$ 758

Goodwill

^[1]

^[2]

Net tangible assets (liabilities)

^[3]

^[4]

^[5]

(1)

Total purchase price consideration

$ 110

^[6]

$ 23

^[7]

Weighted average life of preliminary identifiable definite-lived intangible assets acquired

6 years

8 years

Cash acquired from acquisition

$ 2

Assets acquired, accounts receivable

Assets acquired, prepaid expenses and other current assets

Liabilities assumed

Deferred tax liabilities, net

$ (2)

Series of Individually Immaterial Business Acquisition | Trade Names

Weighted average life of preliminary identifiable definite-lived intangible assets acquired

$ 2

2 years

Series of Individually Immaterial Business Acquisition | Customer Lists and Supplier Relationships

Weighted average life of preliminary identifiable definite-lived intangible assets acquired

$ 10

$ 6

8 years

10 years

Series of Individually Immaterial Business Acquisition | Subscriber Relationships

Weighted average life of preliminary identifiable definite-lived intangible assets acquired

$ 6

3 years

Series of Individually Immaterial Business Acquisition | Developed Technology and Other

Weighted average life of preliminary identifiable definite-lived intangible assets acquired

$ 8

6 years

Series of Individually Immaterial Business Acquisition | Not Deductible for Tax Purposes

Goodwill

$ 50

[1]	Goodwill of $50 million is not deductible for tax purposes.
[2]	Goodwill is not deductible for tax purposes.
[3]	Preliminary identifiable definite-lived intangible assets acquired during 2019 were comprised of trade names of $2 million with a weighted average life of 2 years, customer lists and supplier relationships of $10 million with a weighted average life of 8 years, subscriber relationships of $6 million with a weighted average life of approximately 3 years, and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2019 was 6 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date.
[4]	Identifiable definite-lived intangible assets acquired during 2018 were comprised of supplier relationships of $6 million with a weighted average life of 10 years and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of this business during 2018 was 8 years, and will be amortized on a straight-line basis over the estimated useful lives from acquisition date.
[5]	Primarily includes cash acquired of $2 million, accounts receivable of $3 million, prepaid expenses and other current assets of $2 million and liabilities assumed of $8 million, including accounts payable, accrued expenses and other current liabilities, and deferred revenue, which reflect their respective fair values at acquisition.
[6]	Subject to adjustment based on (i) final working capital adjustment calculations; and (ii) indemnification obligations for general representations and warranties of certain acquired company stockholders.
[7]	Subject to adjustment based on indemnification obligations for general representations and warranties of certain acquired company stockholders.

Revenue Recognition - Additional Information (Details) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019 Segment	Dec. 31, 2019 USD ($) Segment	Dec. 31, 2018 USD ($)	Jan. 01, 2019 USD ($)	Jan. 01, 2018 USD ($)
Disaggregation Of Revenue [Line Items]
Customer invoices due period		30 days
Number of reportable segment \| Segment	2	2
Deferred revenue		$ 62	$ 63	$ 63	$ 59
Revenue recognized		61	57
Contract with customer revenue refunded due to cancellations		2	2
Selling and Marketing
Disaggregation Of Revenue [Line Items]
Amortization expense		$ 1
Maximum
Disaggregation Of Revenue [Line Items]
Capitalized contract cost, Amortization period		1 year
Sales Incentive Program \| Minimum
Disaggregation Of Revenue [Line Items]
Capitalized contract cost, Amortization period		1 year
ASC 606
Disaggregation Of Revenue [Line Items]
Customer invoices due period		30 days
Capitalized costs to obtain a contract		$ 4	$ 2

Revenue Recognition - Summary of Balances of Accounts Receivables and Contract Assets from Contracts with Customers (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Revenue From Contract With Customer [Abstract]
Accounts receivable	$ 176	$ 205
Contract assets	7	7
Total	$ 183	$ 212

Earnings Per Share - Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding In Calculating EPS (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions

3 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Jun. 30, 2018

Mar. 31, 2018

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Numerator:

Weighted average shares used to compute Basic EPS

$ 15

$ 50

$ 34

$ 26

$ 7

$ 69

$ 32

$ 5

$ 126

$ 113

$ (19)

Denominator:

138,975

138,116

140,445

Weighted average effect of dilutive securities:

Stock options

155

351

RSUs/MSUs

1,528

1,908

Weighted average shares used to compute Diluted EPS

140,658

140,375

140,445

Basic EPS

$ 0.11

^[1]

$ 0.36

^[1]

$ 0.24

^[1]

$ 0.19

^[1]

$ 0.05

^[1]

$ 0.50

^[1]

$ 0.23

^[1]

$ 0.04

^[1]

$ 0.91

$ 0.82

$ (0.14)

Diluted EPS

$ 0.11

^[1]

$ 0.36

^[1]

$ 0.24

^[1]

$ 0.18

^[1]

$ 0.05

^[1]

$ 0.49

^[1]

$ 0.23

^[1]

$ 0.04

^[1]

$ 0.89

$ 0.81

$ (0.14)

[1]	Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.

Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 124	$ 118	$ 96
Income tax benefit from stock-based compensation expense	(28)	(27)	(28)
Total stock-based compensation expense, net of tax effect	96	91	68
Cost of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	1	1
Selling and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	23	21	21
Technology and Content
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	55	51	40
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 45	$ 45	$ 35

Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($)			12 Months Ended
	Jun. 05, 2017	Jun. 28, 2013	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jun. 21, 2018	Dec. 20, 2011
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Capitalized stock based compensation as internal-use software and website development costs			$ 19,000,000	$ 13,000,000	$ 13,000,000
Common shares registered for issuance under incentive plan							17,500,000
Common stock share issuance under plan		15,000,000
Cash received from stock option exercises			$ 2,000,000	6,000,000	3,000,000
Nonqualified stock option award grant date	Aug. 28, 2013
Incremental fair value recognized to stock-based compensation expense	$ 5,000,000
2011 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares registered for issuance under incentive plan							17,400,000
Common stock share issuance under plan			0
2011 Plan \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Closing stock price			$ 30.38
Total intrinsic value			$ 2,000,000	20,000,000	8,000,000
Total fair value of stock options vested			15,000,000	38,000,000	40,000,000
Cash received from stock option exercises			$ 2,000,000	$ 6,000,000	$ 3,000,000
Deferred Compensation Plan for Non Employee Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares registered for issuance under incentive plan							100,000
2018 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares registered for issuance under incentive plan						6,000,000
2018 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares reserved for future stock-based awards under plan			10,100,000

Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) - Stock Options - $ / shares
shares in Thousands

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Options Outstanding

Options Outstanding, Beginning balance

6,041

6,853

5,818

Options Outstanding, Granted

752

762

2,333

^[1]

Options Outstanding, Exercised

^[2]

(195)

(1,162)

(496)

Options Outstanding, Cancelled or expired

(581)

(412)

(802)

Options Outstanding, Ending balance

6,017

6,041

6,853

Options Outstanding, Exercisable

3,425

Options Outstanding, Vested and expected to vest

^[3]

6,017

Weighted Average Exercise Price per share

Options Outstanding, Weighted Average Exercise Price, Beginning Balance

$ 54.00

$ 52.78

$ 57.60

Options Granted, Weighted Average Exercise Price

48.30

43.53

40.03

^[1]

Options Exercised, Weighted Average Exercise Price

^[2]

42.17

37.26

29.37

Options Cancelled or expired, Weighted Average Exercise Price

56.97

61.46

65.13

Options Outstanding, Weighted Average Exercise Price, Ending balance

50.27

$ 54.00

$ 52.78

Options Exercisable, Weighted Average Exercise Price

57.27

Options Vested and expected to vest, Weighted Average Exercise Price

^[3]

$ 50.27

Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value

Options Outstanding, Weighted Average Remaining Contractual Life

5 years 10 months 24 days

Options Exercisable, Weighted Average Remaining Contractual Life

4 years 2 months 12 days

Options Vested and expected to vest, Weighted Average Remaining Contractual Life

^[3]

5 years 10 months 24 days

[1]	Inclusive of 780,000 stock options awarded to our Chief Executive Officer and President, or CEO, during November 2017. The estimated grant-date fair value per option, using a Black-Scholes option pricing model was $17.33. These stock options shall vest in equal installments on each of August 1, 2021 and August 1, 2022, subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through August 1, 2022.
[2]	Inclusive of 120,112, 814,635, and 294,410 stock options as of December 31, 2019, 2018 and 2017, respectively, which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. Potential shares which had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.
[3]	The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Parenthetical) (Details) - $ / shares

1 Months Ended

12 Months Ended

Nov. 30, 2017

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Estimated grant-date fair value per option pricing model

$ 21.25

$ 18.11

$ 16.50

Stock Options

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of stock options issued

752,000

762,000

2,333,000

^[1]

Options non converted into shares due to net share settlement

120,112

814,635

294,410

Stock Options | CEO

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of stock options issued

780,000

Estimated grant-date fair value per option pricing model

$ 17.33

Requisite service period for estimated grant-date fair value of stock awards

These stock options shall vest in equal installments on each of August 1, 2021 and August 1, 2022, subject to the CEO’s continuous employment with, or performance of services for, the Company.

Aug. 01, 2022

[1]

Stock Based Awards and Other Equity Instruments - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Risk free interest rate	1.79%	2.70%	2.02%
Expected term (in years)	5 years 2 months 8 days	5 years 5 months 12 days	6 years 1 month 17 days
Expected volatility	42.09%	41.86%	42.14%
Expected dividend yield	0.00%
Weighted-average grant date fair value	$ 21.25	$ 18.11	$ 16.50

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Details) - Restricted Stock Units - USD ($)
$ / shares in Units, $ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

RSUs outstanding

Unvested outstanding, Beginning balance

6,640,000

5,802,000

2,856,000

Unvested RSUs, Vested and released

4,688,000

^[1]

3,302,000

4,829,000

^[2],[3]

^[4]

(2,002,000)

(1,617,000)

(1,030,000)

Unvested RSUs, Cancelled

(857,000)

(847,000)

(853,000)

Unvested outstanding, Ending balance

8,469,000

^[5]

6,640,000

5,802,000

Weighted Average Grant-Date Fair Value Per Share

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance

$ 44.93

$ 48.81

$ 69.35

Weighted Average Grant-Date Fair Value Per Share, Granted

47.35

^[1]

43.04

41.58

^[2],[3]

Weighted Average Grant-Date Fair Value Per Share, Vested and released

^[4]

48.11

54.22

67.25

Weighted Average Grant-Date Fair Value Per Share, Cancelled

47.19

46.43

52.64

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance

$ 45.42

^[5]

$ 44.93

$ 48.81

Aggregate Intrinsic Value

Unvested RSUs outstanding, Aggregate Intrinsic Value

^[5]

$ 258

[1]	Inclusive of 843,426 dividend equivalents issued to employees holding non-vested RSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.
[2]	Excludes from the 2017 RSU grants, a performance-based RSU grant for 213,000 shares awarded to our CEO during November 2017. This award provides for vesting based on the extent to which the Company achieves certain financial and/or the CEO achieves certain strategic performance metrics relative to the targets to be established by the Company’s Compensation Committee. One quarter of these RSUs may vest and settle annually based on actual performance relative to the targets established annually for each of the four fiscal years ending December 31, 2018, December 31, 2019, December 31, 2020, and December 31, 2021, of which 60,582 RSUs vested and settled during the year ending December 31, 2019 related to the achievement of 2018 annual performance targets. The estimated grant-date fair value per RSU will be calculated upon the establishment of annual performance targets and each tranche will be amortized on a straight-line basis over its requisite service period. At any point in time during the vesting period, the award’s expense to date will at least equal the portion of the grant-date fair value that is expected to vest at that date. Based upon actual attainment relative to the target performance metrics, the CEO has the ability to receive up to 125% of the target number originally granted, or to be issued none at all.
[3]	Inclusive of 426,000 service-based RSUs awarded to our CEO during November 2017. The service-based RSU award provides for vesting in two equal annual installments on each of August 1, 2021 and August 1, 2022, subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $34.71. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through August 1, 2022.
[4]	Inclusive of 532,164, 424,848, and 301,932 RSUs as of December 31, 2019, 2018 and 2017, respectively, withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.
[5]	The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award.

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details)

1 Months Ended

12 Months Ended

Nov. 01, 2019

Nov. 30, 2017

Installment

$ / shares

Dec. 31, 2019

$ / shares

Dec. 31, 2018

$ / shares

Dec. 31, 2017

$ / shares

Service-based RSUs | CEO

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Number of vesting annual installments | Installment

The service-based RSU award provides for vesting in two equal annual installments on each of August 1, 2021 and August 1, 2022, subject to the CEO’s continuous employment with, or performance of services for, the Company.

Grant date fair value of stock awards granted | $ / shares

$ 34.71

Requisite service period for estimated grant-date fair value of stock awards

Aug. 01, 2022

Performance-based RSUs | CEO

426,000

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

One quarter of these RSUs may vest and settle annually based on actual performance relative to the targets established annually for each of the four fiscal years ending December 31, 2018, December 31, 2019, December 31, 2020, and December 31, 2021, of which 60,582 RSUs vested and settled during the year ending December 31, 2019 related to the achievement of 2018 annual performance targets.

Percentage of originally granted shares that may be earned upon performance achievement, maximum

213,000

125.00%

Percentage of originally granted shares that may be earned upon performance achievement, minimum

0.00%

Unvested RSUs, Vested and settled

60,582

Restricted Stock Units

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Grant date fair value of stock awards granted | $ / shares

$ 47.35

^[1]

$ 43.04

$ 41.58

^[2],[3]

Unvested RSUs, Vested and settled

4,688,000

^[1]

3,302,000

4,829,000

^[2],[3]

^[4]

2,002,000

1,617,000

1,030,000

RSUs withheld to satisfy withholding tax requirements

532,164

424,848

301,932

Restricted Stock Units | Dividend Equivalents

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Unvested outstanding, Beginning balance

843,426

[1]	Inclusive of 843,426 dividend equivalents issued to employees holding non-vested RSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.
[2]	Excludes from the 2017 RSU grants, a performance-based RSU grant for 213,000 shares awarded to our CEO during November 2017. This award provides for vesting based on the extent to which the Company achieves certain financial and/or the CEO achieves certain strategic performance metrics relative to the targets to be established by the Company’s Compensation Committee. One quarter of these RSUs may vest and settle annually based on actual performance relative to the targets established annually for each of the four fiscal years ending December 31, 2018, December 31, 2019, December 31, 2020, and December 31, 2021, of which 60,582 RSUs vested and settled during the year ending December 31, 2019 related to the achievement of 2018 annual performance targets. The estimated grant-date fair value per RSU will be calculated upon the establishment of annual performance targets and each tranche will be amortized on a straight-line basis over its requisite service period. At any point in time during the vesting period, the award’s expense to date will at least equal the portion of the grant-date fair value that is expected to vest at that date. Based upon actual attainment relative to the target performance metrics, the CEO has the ability to receive up to 125% of the target number originally granted, or to be issued none at all.
[3]	Inclusive of 426,000 service-based RSUs awarded to our CEO during November 2017. The service-based RSU award provides for vesting in two equal annual installments on each of August 1, 2021 and August 1, 2022, subject to the CEO’s continuous employment with, or performance of services for, the Company. The estimated grant-date fair value per RSU, based on the quoted price of our common stock on the date of grant, was $34.71. The estimated grant-date fair value of this award will be amortized on a straight-line basis over the requisite service period through August 1, 2022.
[4]	Inclusive of 532,164, 424,848, and 301,932 RSUs as of December 31, 2019, 2018 and 2017, respectively, withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity For MSUs (Details) - MSUs - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

MSUs outstanding

284

213

^[1]

Unvested MSUs, Granted

121

^[2],[3]

^[4]

Unvested MSUs, Cancelled

(16)

Unvested outstanding, Ending balance

389

284

Weighted Average Grant-Date Fair Value Per Share

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance

$ 37.41

$ 30.04

^[1]

Weighted Average Grant-Date Fair Value Per Share, Granted

51.76

^[2],[3]

59.40

^[4]

Weighted Average Grant-Date Fair Value Per Share, Cancelled

58.63

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance

$ 40.99

$ 37.41

Aggregate Intrinsic Value

Unvested MSUs outstanding, Aggregate Intrinsic Value

$ 12

[1]	Represents 213,000 market-based RSU or MSUs awarded to the Company’s CEO in November 2017. The MSU award provides for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the CEO has the ability to receive up to 125% of the target number of MSUs originally granted, or to be issued none at all.
[2]	Inclusive of 42,477 dividend equivalents issued to employees holding non-vested MSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.
[3]	Inclusive of 78,050 MSUs which provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2019 through December 31, 2021 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan.
[4]	MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2011 Plan.

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity For MSUs (Parenthetical) (Details) - MSUs - shares

12 Months Ended

Nov. 01, 2019

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

^[1]

Nov. 30, 2017

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Share award issued

389,000

284,000

213,000

MSU's issued under incentive plan

121,000

^[2],[3]

71,000

^[4]

Employee Stock

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Percentage of originally granted shares that may be earned upon performance achievement, maximum

125.00%

Percentage of originally granted shares that may be earned upon performance achievement, minimum

0.00%

Performance measurement period start date

MSU award provides for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index.

Jan. 01, 2018

Performance measurement period end date

Dec. 31, 2020

Employee Stock | Dividend Equivalents

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

MSU's issued under incentive plan

42,477

Employee Stock | 2011 Plan

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Percentage of originally granted shares that may be earned upon performance achievement, maximum

200.00%

Percentage of originally granted shares that may be earned upon performance achievement, minimum

0.00%

Performance measurement period start date

Jan. 01, 2018

Performance measurement period end date

Dec. 31, 2020

Employee Stock | 2018 Plan

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Percentage of originally granted shares that may be earned upon performance achievement, maximum

200.00%

Percentage of originally granted shares that may be earned upon performance achievement, minimum

0.00%

Performance measurement period start date

MSUs which provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2019 through December 31, 2021 relative to the TSR performance of the Nasdaq Composite Total Return Index.

Jan. 01, 2019

Performance measurement period end date

Dec. 31, 2021

MSU's issued under incentive plan

78,050

CEO

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Share award issued

213,000

[1]	Represents 213,000 market-based RSU or MSUs awarded to the Company’s CEO in November 2017. The MSU award provides for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the CEO has the ability to receive up to 125% of the target number of MSUs originally granted, or to be issued none at all.
[2]	Inclusive of 42,477 dividend equivalents issued to employees holding non-vested MSU grant awards in conjunction with our special cash dividend declared on November 1, 2019, which will be payable to the holder subject to, and upon vesting of, the underlying awards.
[3]	Inclusive of 78,050 MSUs which provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2019 through December 31, 2021 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan.
[4]	MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2018 through December 31, 2020 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2011 Plan.

Stock Based Awards and Other Equity Instruments - Summary of Unrecognized Compensation Expense and Weighted Average Period Remaining (Details) $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense	$ 32
Weighted average period remaining (in years)	2 years 7 months 6 days
RSUs/MSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average period remaining (in years)	2 years 6 months
Unrecognized compensation expense	$ 248

Financial Instruments and Fair Value Measurements - Schedule of Marketable Securities (Details)
$ in Millions

Dec. 31, 2018

USD ($)

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total Amortized Cost

$ 148

Total Fair Value

148

^[1]

Short-Term Marketable Securities

133

Money Market Funds

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Cash equivalents

128

Level 1 | Money Market Funds

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total Fair Value

128

^[1]

Level 2 | Commercial Paper

128

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Total Amortized Cost

Total Fair Value

^[1]

Short-Term Marketable Securities

$ 15

[1]	As of December 31, 2018, any unrealized gains or losses related to our marketable securities were not material.

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Millions

1 Months Ended

12 Months Ended

Nov. 30, 2019

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Financial instruments including money market funds maturities period

90 days

Maximum remaining maturity for short-term marketable securities

12 months

Minimum maturities of short-term marketable securities

90 days

Equity securities without readily determinable fair value

^[1]

$ 36

$ 12

Loss on cost method investments

$ 2

Net gain (loss) related to forward contracts

$ 1

$ (3)

Chelsea Investment Holding Company PTE, Ltd

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Equity method investment, ownership percentage

40.00%

Deferred gain recognition period

$ 39

15 years

Chelsea Investment Holding Company PTE, Ltd | Non-Marketable Investments

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Equity method investments

$ 41

Chelsea Investment Holding Company PTE, Ltd | Accrued Expenses and Other Current Liabilities

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Chelsea Investment Holding Company PTE, Ltd | Other Long-term Liabilities

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Derivative instruments not designated as hedging instruments, description of terms

$ 36

[1]	Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment in the fourth quarter of 2019. Refer to “Note 7: Financial Instruments and Fair Value Measurements” for additional information.

Financial Instruments and Fair Value Measurements - Notional Principal Amounts of Outstanding Derivative Instruments (Details) - USD ($)

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Derivatives Fair Value [Line Items]

Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts

Derivatives Fair Value [Line Items]

Foreign currency exchange-forward contracts

^[1],[2]

$ 10,000,000

$ 13,000,000

[1]	Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had one and two outstanding derivative contracts as of December 31, 2019 and 2018, respectively. These outstanding derivatives are not designated as hedging instruments.
[2]	The fair value of our outstanding derivatives as of December 31, 2019 and 2018, respectively, was not material and was reported as a liability in accrued expenses and other current liabilities on our consolidated balance sheets.

Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Less: accumulated depreciation

$ 589

$ 493

(319)

(240)

Capitalized Software and Website Development

270

253

^[1]

335

259

115

Building

Finance Lease Right-of-Use Asset

^[2]

123

^[2]

114

Leasehold Improvements

Computer Equipment and Purchased Software

Furniture, Office Equipment and Other

$ 21

$ 18

[1]	Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.
[2]	Refer to “Note 2: Significant Accounting Policies,” regarding the transition accounting related to our adoption of ASC 842 and the subsequent accounting for our Headquarter Lease.

Property and Equipment, Net - Additional Information (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Depreciation of property and equipment, including amortization of internal-use software and website development

$ 270

$ 253

^[1]

$ 79

Capitalized Software and Website Development

Capitalized computer software and website development costs

115

Depreciation of property and equipment, including amortization of internal-use software and website development

$ 63

$ 59

$ 54

[1]	Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.

Goodwill and Intangible Assets, Net - Summary of Changes in Goodwill (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Beginning balance

$ 756

$ 758

Acquisitions

^[1]

^[2]

(1)

(13)

840

756

Hotel Segment

Beginning balance

451

^[3]

(451)

451

Non-Hotel Segment

Beginning balance

305

307

^[3]

(305)

Acquisitions

^[1]

^[2]

(13)

$ 305

Hotels, Media & Platform

^[3]

405

Experiences & Dining Segment

405

^[3]

250

Acquisitions

^[1]

^[2]

(2)

333

Other Segments

^[3],[4]

101

^[2],[4]

^[4]

$ 102

[1]

The additions to goodwill relate to our business acquisitions. Refer to “Note 3: Acquisitions and Other Investments,” for further information.

[2]

(2)

Primarily related to impact of changes in foreign currency exchange rates to goodwill.

[3]

(3)

Refer to “Note 1: Organization and Business Description” for information on our reporting segment changes in the first quarter of 2019.

[4]

(4)

Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China business units and does not constitute a reportable segment.

Goodwill and Intangible Assets, Net - Summary of Intangible Assets Acquired in Business Combinations (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]
Intangible assets with definite lives	$ 253	$ 228
Less: accumulated amortization	(173)	(140)
Intangible assets with definite lives, net	80	88
Intangible assets with indefinite lives	30	30
Total	$ 110	$ 118

Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense		$ 33,000,000	$ 34,000,000	$ 32,000,000
Goodwill, Impairment Loss	$ 0	0	0	0
Impairment of intangible assets		$ 0	$ 0	$ 0

Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	4 years 4 months 24 days
Gross Carrying Amount	$ 253	$ 228
Accumulated Amortization	(173)	(140)
Intangible assets with definite lives, net	$ 80	88
Trade Names and Trademarks
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	4 years 6 months
Gross Carrying Amount	$ 59	57
Accumulated Amortization	(35)	(28)
Intangible assets with definite lives, net	$ 24	29
Customer Lists and Supplier Relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	4 years 4 months 24 days
Gross Carrying Amount	$ 98	88
Accumulated Amortization	(65)	(53)
Intangible assets with definite lives, net	$ 33	35
Subscriber Relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	3 years 3 months 18 days
Gross Carrying Amount	$ 40	34
Accumulated Amortization	(29)	(25)
Intangible assets with definite lives, net	$ 11	9
Technology and Other
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	5 years 1 month 6 days
Gross Carrying Amount	$ 56	49
Accumulated Amortization	(44)	(34)
Intangible assets with definite lives, net	$ 12	$ 15

Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Goodwill And Intangible Assets Disclosure [Abstract]
2020	$ 26
2021	19
2022	13
2023	9
2024	6
2025 and thereafter	7
Intangible assets with definite lives, net	$ 80	$ 88

Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	May 31, 2017
Debt Instrument [Line Items]
Total interest expense and commitments fees		$ 7,000,000	$ 12,000,000	$ 15,000,000
2015 Credit Facility
Debt Instrument [Line Items]
Total interest expense and commitments fees		2,000,000	3,000,000	6,000,000
2015 Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	$ 1,000,000,000	$ 1,200,000,000			$ 1,200,000,000
Interest rate description		Borrowings under the 2015 Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to 2.00% (“Eurocurrency Spread”), based on the Company’s leverage ratio; or (ii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%; in addition to an applicable margin ranging from 0.25% to 1.00% (“ABR Spread”), based on the Company’s leverage ratio
Credit facility, maturity date		Jun. 26, 2020
Credit facility, extended maturity date		May 12, 2022
Credit Facility, description		the 2015 Credit Facility was amended to, among other things, (i) increase the aggregate amount of revolving loan commitments available from $1.0 billion to $1.2 billion; and (ii) extend the maturity date of the 2015 Credit Facility from June 26, 2020 to May 12, 2022 (the “First Amendment”).
Credit facility, expiration period		5 years
Amount borrowed	290,000,000			435,000,000
Repayments of Debt			230,000,000	$ 296,000,000
Cash repatriation of foreign earnings			325,000,000
Outstanding borrowings		$ 0	$ 0
Line Of Credit Facility Unused Capacity Commitment Fee Percentage		0.15%	0.15%
Deferred financing costs		$ 2,000,000
Lender fees and debt financing costs capitalized	$ 5,000,000
2015 Credit Facility \| Revolving Credit Facility \| Adjusted London Interbank Offered Rate
Debt Instrument [Line Items]
Borrowings, interest rate description		Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%;
Borrowings, interest rate			1.00%
2015 Credit Facility \| Revolving Credit Facility \| New York Fed Bank Rate
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Borrowings, interest rate description		effect on such day plus 1/2 of 1.00% per annum
2015 Credit Facility \| Letter of Credit
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 15,000,000
Letters of credit outstanding amount		3,000,000	$ 3,000,000
2015 Credit Facility \| Borrowings On Same Day Notice
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 40,000,000
2015 Credit Facility \| Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line Of Credit Facility Unused Capacity Commitment Fee Percentage		0.15%
2015 Credit Facility \| Minimum \| Revolving Credit Facility \| Eurocurrency Spread
Debt Instrument [Line Items]
Basis spread on variable rate		1.25%
2015 Credit Facility \| Minimum \| Revolving Credit Facility \| Adjusted London Interbank Offered Rate
Debt Instrument [Line Items]
Basis spread on variable rate		0.25%
2015 Credit Facility \| Minimum \| Revolving Credit Facility \| ABR Spread
Debt Instrument [Line Items]
Basis spread on variable rate		0.25%
2015 Credit Facility \| Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line Of Credit Facility Unused Capacity Commitment Fee Percentage		0.30%
2015 Credit Facility \| Maximum \| Revolving Credit Facility \| Eurocurrency Spread
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%
2015 Credit Facility \| Maximum \| Revolving Credit Facility \| Adjusted London Interbank Offered Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
2015 Credit Facility \| Maximum \| Revolving Credit Facility \| ABR Spread
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%

Debt - Two Thousand Sixteen Credit Facility - Additional Information (Details) - 2016 Credit Facility - Revolving Credit Facility - Lender - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility			$ 73,000,000
Repayments of Debt		$ 73,000,000
Outstanding borrowings	$ 0
Credit facility, termination date	Jun. 30, 2018

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

Debt - Chinese Credit Facilities - Additional Information (Details) - Chinese Credit Facilities	12 Months Ended
	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2019 CNY (¥)	Dec. 31, 2018 USD ($)
Chinese Credit Facility Boa
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility	$ 30,000,000
Period of credit facility	1 year
Interest rate description	This credit facility generally bears interest at a rate based on the People’s Bank of China benchmark, including certain adjustments, which may be made in accordance with market conditions at the time of borrowing.
Outstanding borrowings	$ 0			$ 0
Chinese Credit Facility JPM
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 10,000,000	¥ 70,000,000
Period of credit facility	1 year
Outstanding borrowings				$ 0

Current income tax expense

Income Taxes - Summary of Our Domestic and Foreign Income Before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Domestic	$ 92	$ 104	$ 81
Foreign	102	69	29
Income before income taxes	$ 194	$ 173	$ 110

Income Taxes - Summary of the Components of Our Provision for Income Taxes (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Current income tax expense:

Federal

$ 31

$ 37

$ 93

State

Foreign

100

Deferred income tax expense (benefit):

Federal

(10)

State

(1)

Foreign

(26)

Deferred income tax expense (benefit):

(6)

Provision for income taxes

$ 68

$ 60

$ 129

^[1]

[1]	The year ended December 31, 2017 reflects $67 million of Transition Tax and $6 million of tax expense recorded due to the remeasurement of net deferred tax assets related to the 2017 Tax Act enacted on December 22, 2017. Refer to “Note 11: Income Taxes” for further information.

Income Taxes - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2017	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2011	Dec. 31, 2016
Income Taxes [Line Items]
Decrease in income tax payable attributable to exercise or settlement of stock-based awards			$ (24,000,000)	$ (15,000,000)	$ (27,000,000)
Valuation allowance on deferred tax assets			72,000,000	$ 57,000,000
Increase related to additional foreign net operating losses			15,000,000
Income tax expense at federal statutory rate				21.00%	35.00%
Transition tax					$ 67,000,000
Income tax expense recorded due to remeasurement of net deferred tax assets					6,000,000
Tax cuts and jobs act, income tax benefit			3,000,000
Foreign earnings not considered to be indefinitely reinvested			501,000,000
Deferred tax liability on cumulative undistributed foreign earnings that are not indefinitely reinvested			1,000,000
Foreign earnings intended to indefinitely reinvest in non-US subsidiaries			118,000,000
Cumulative income tax expense recorded upon non-company related litigation		$ 15,000,000
Unrecognized tax benefits			140,000,000	$ 136,000,000	$ 123,000,000		$ 105,000,000
Unrecognized tax benefits that would impact effective tax rate			82,000,000
Total gross interest and penalties accrued			29,000,000	$ 20,000,000
Minimum \| Expedia \| IRS \| Tax Years 2009 through 2013
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated	$ 35,000,000
Maximum
Income Taxes [Line Items]
Anticipated decrease in unrecognized tax benefits within next twelve months			$ 12,000,000
Maximum \| Expedia \| IRS \| Tax Years 2009 through 2013
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated	$ 40,000,000
Singapore
Income Taxes [Line Items]
Singapore's effective tax rate						5.00%
Income tax expense at federal statutory rate						17.00%
Tax incentive agreement expiration date			Jun. 30, 2021
Decrease to the 2018 provision for income tax expense			$ 2,000,000
Federal
Income Taxes [Line Items]
Operating loss carryforwards			$ 4,000,000
Expiration date of NOLs			between 2020 and 2037
State
Income Taxes [Line Items]
Operating loss carryforwards			$ 32,000,000
Expiration date of NOLs			between 2020 and 2037
Foreign
Income Taxes [Line Items]
Operating loss carryforwards			$ 201,000,000
Expiration date of NOLs			between 2020 and 2028

Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Stock-based compensation	$ 47	$ 44
Net operating loss carryforwards	49	38
Provision for accrued expenses	6	6
Deferred rent		3
Lease financing obligation	24	22
Foreign advertising spend	15	15
Deferred expense related to cost-sharing arrangement		31
Interest carryforward	20	14
Other	14	10
Total deferred tax assets	175	183
Less: valuation allowance	(72)	(57)
Net deferred tax assets	103	126
Deferred tax liabilities:
Intangible assets	(51)	(57)
Property and equipment	(27)	(22)
Prepaid expenses	(2)	(2)
Building - corporate headquarters	(22)	(23)
Deferred income related to cost-sharing arrangement		(16)
Other	(2)
Total deferred tax liabilities	(104)	(120)
Net deferred tax liability	$ (1)
Net deferred tax asset		$ 6

Income Taxes - Reconciliation of the Provision for Income Taxes (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract]

Income tax expense at the federal statutory rate

$ 40

$ 36

$ 38

Foreign rate differential

(16)

(17)

(25)

State income taxes, net of effect of federal tax benefit

Unrecognized tax benefits and related interest

Change in cost-sharing treatment of stock-based compensation

(3)

(5)

FDII, GILTI and other provisions

(3)

(5)

Impacts related to the 2017 Tax Act

Research tax credit

(11)

(9)

(8)

Stock-based compensation

Change in valuation allowance

Local income tax on intercompany transaction

Executive compensation

Other, net

Provision for income taxes

$ 68

$ 60

$ 129

^[1]

[1]	The year ended December 31, 2017 reflects $67 million of Transition Tax and $6 million of tax expense recorded due to the remeasurement of net deferred tax assets related to the 2017 Tax Act enacted on December 22, 2017. Refer to “Note 11: Income Taxes” for further information.

Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Payables And Accruals [Abstract]

Accrued employee salary, bonus, and related benefits

$ 74

$ 67

Accrued marketing costs

Current income taxes payable

^[1]

Finance lease liability - current portion

^[2]

Operating lease liabilities - current portion

^[2]

Other

Other Liabilities Noncurrent [Abstract]

$ 203

$ 151

^[3]

[1]	Refer to “Note 11: Income Taxes” for additional information.
[2]	Refer to “Note 2: Significant Accounting Policies” for further information regarding our leases, including the transition accounting and updated accounting policies upon adoption of ASC 842 in 2019
[3]	This adjustment primarily represents the short-term portion of operating and finance lease obligations recorded upon adoption of ASC 842, discussed below.

Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Millions

Dec. 31, 2019

Dec. 31, 2018

Unrecognized tax benefits

^[1]

$ 167

$ 148

Long-term income taxes payable

^[2]

Financing obligation, net of current portion

^[3]

Operating lease liabilities, net of current portion

^[3]

^[3]

Total other long term liabilities

^[4]

Other

$ 380

$ 282

^[5]

[1]	Refer to “Note 11: Income Taxes” for additional information on our unrecognized tax benefits. Amount includes accrued interest related to this liability.
[2]	Amount relates to the long-term portion of Transition Tax related to 2017 Tax Act. Refer to “Note 11: Income Taxes,” for additional information.
[3]	Refer to “Note 2: Significant Accounting Policies” for further information regarding our leases, including the transition accounting and updated accounting policies upon adoption of ASC 842 in 2019.
[4]	Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment in the fourth quarter of 2019. Refer to “Note 7: Financial Instruments and Fair Value Measurements” for additional information.
[5]	Refer to the below discussion regarding the transition accounting for operating and finance leases upon adoption of ASC 842.

Commitments and Contingencies - Summary of Material Contractual Obligations and Commercial Commitments (Details) $ in Millions	Dec. 31, 2019 USD ($)
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	$ 14
Contractual Obligation, Less than 1 year	5
Contractual Obligation, 1 to 3 years	6
Contractual Obligation, 3 to 5 years	3
Standby Letters of Credit
Commitment And Contingencies [Line Items]
Letters of credit outstanding amount	3
Purchase obligations and other
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	10
Contractual Obligation, Less than 1 year	3
Contractual Obligation, 1 to 3 years	4
Contractual Obligation, 3 to 5 years	3
Expected Commitment Fee Payments on 2015 Credit Facility
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	4
Contractual Obligation, Less than 1 year	2
Contractual Obligation, 1 to 3 years	$ 2

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Automatic enrollment feature pre-tax	6.00%
Maximum employer contribution	50.00%
Maximum employee contributions percentage to receive 50% matching	6.00%
Employer match, percent	3.00%
Contributions vested with the employees	2 years
Contributions to plans	$ 14	$ 13	$ 9
Target bonus multiplier	1, 1.5 or 2
Director
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Common stock reserved for issuance to non-employee directors	6,267
Director \| 2011 Plan
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Common stock reserved for issuance to non-employee directors	100,000
Maximum
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
No of installments for payments upon termination	Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.
Period of continued payment of base salary in event of termination by company without cause more than 3 months prior to or 12 months following change in control	18 months
Period of continued coverage of health insurance premium in event of termination by company without cause more than 3 months prior to or 12 months following change in control	18 months
Period of lump sum salary payment in event of termination by company without cause or by participant for good reason within 3 months prior to or 12 months following change in control	24 months
Period of lump sum insurance premium payment in event of termination by company without cause or by participant for good reason within 3 months prior to or 12 months following change in control	24 months
Minimum
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Period of continued payment of base salary in event of termination by company without cause more than 3 months prior to or 12 months following change in control	6 months
Period of continued coverage of health insurance premium in event of termination by company without cause more than 3 months prior to or 12 months following change in control	6 months
Period of lump sum salary payment in event of termination by company without cause or by participant for good reason within 3 months prior to or 12 months following change in control	12 months
Period of lump sum insurance premium payment in event of termination by company without cause or by participant for good reason within 3 months prior to or 12 months following change in control	12 months
Pre-tax basis
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Maximum annual employee contribution, percent	50.00%
After-tax basis
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Maximum annual employee contribution, percent	10.00%

Stockholders' Equity - Additional Information (Details)		12 Months Ended
Stockholders' Equity - Additional Information (Details)	Nov. 01, 2019 USD ($) $ / shares	Dec. 31, 2019 USD ($) Vote / shares Directors $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Dec. 31, 2017 USD ($) $ / shares shares	Jan. 31, 2018 USD ($)	Jan. 25, 2017 USD ($)	Dec. 31, 2016 shares
Schedule Of Capitalization Equity [Line Items]
Preferred stock, shares authorized		100,000,000	100,000,000
Preferred stock, par value \| $ / shares		$ 0.001	$ 0.001
Preferred stock, shares issued		0	0
Common stock, shares authorized		1,600,000,000	1,600,000,000
Common stock, par value \| $ / shares		$ 0.001	$ 0.001
Percentage of directors elected by common stock holders		25.00%
Number of directors \| Directors		3
Conversion of Class B common stock		100.00%
Common stock, shares issued		138,698,307	137,158,010
Common stock, shares outstanding		124,581,773	125,101,322
Repurchase of shares of common stock authorized \| $	$ 100,000,000					$ 250,000,000
Repurchase of common stock, shares		2,059,846	2,582,198	6,079,003
Average price of shares repurchased, common stock \| $ / shares		$ 29.32	$ 38.73	$ 41.13
Aggregate cost of shares repurchased, common stock \| $		$ 60,000,000	$ 100,000,000	$ 250,000,000
Treasury stock, shares		14,116,534	12,056,688	9,474,490
Aggregate cost of treasury stock \| $		$ 607,000,000	$ 547,000,000	$ 447,000,000
Remaining authorized share repurchased amount \| $	$ 250,000,000	$ 190,000,000	$ 150,000,000
Dividend declared \| $ / shares	$ 3.50	$ 3.50	$ 0	$ 0
Estimated aggregate cash dividend declared \| $	$ 488,000,000
Dividend payable date	Dec. 04, 2019
Dividend record date	Nov. 20, 2019
Maximum
Schedule Of Capitalization Equity [Line Items]
Repurchase of shares of common stock authorized \| $					$ 250,000,000
Class B Common Stock
Schedule Of Capitalization Equity [Line Items]
Common stock, shares authorized		400,000,000	400,000,000
Common stock, par value \| $ / shares		$ 0.001	$ 0.001
Right to voting		10 votes per share
Vote per common stock share \| Vote / shares		10
Common stock, shares issued		12,799,999	12,799,999
Common stock, shares outstanding		12,799,999	12,799,999	12,799,999			12,799,999
Common Stock
Schedule Of Capitalization Equity [Line Items]
Common stock, shares authorized		1,600,000,000
Common stock, par value \| $ / shares		$ 0.001
Right to voting		one vote per share
Vote per common stock share \| Vote / shares		1
Common stock, shares outstanding		138,698,307	137,158,010	135,617,263			134,706,467

Related Party Transactions - Additional Information (Details) - USD ($) shares in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Class B Common Stock
Related Party Transaction [Line Items]
Right to voting	10 votes per share
LTRIP
Related Party Transaction [Line Items]
Beneficially ownership of shares of common stock	18.2
Percentage taken from outstanding shares of common stock	14.60%
Percentage of beneficially ownership of shares of common stock class B	22.50%
Right to voting	one vote per share
Beneficially ownership of equity securities	57.90%
Related party transactions	$ 0	$ 0	$ 0
LTRIP \| Class B Common Stock
Related Party Transaction [Line Items]
Beneficially ownership of shares of common stock	12.8
Percentage taken from outstanding shares of common stock	100.00%
Right to voting	ten votes per share

Segment and Geographic Information - Summary of Segment Information (Details) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Jun. 30, 2018

Mar. 31, 2018

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

$ 335

$ 428

$ 422

$ 376

$ 346

$ 458

$ 433

$ 378

$ 1,560

^[1]

$ 1,615

^[1]

$ 1,556

Amortization of intangible assets

438

422

331

Depreciation

(93)

(82)

(79)

(33)

(34)

(32)

Stock-based compensation

(124)

(118)

(96)

Restructuring and other related reorganization costs

(1)

Legal reserves and settlements

(5)

Operating income

187

183

124

Other income (expense), net

(10)

(14)

Income before income taxes

194

173

110

Provision for income taxes

(68)

(60)

(129)

^[2]

$ 15

$ 50

$ 34

$ 26

$ 7

$ 69

$ 32

$ 5

126

113

(19)

Hotels, Media & Platform

Experiences & Dining Segment

^[1]

939

1,001

^[1]

456

372

Other

^[3]

165

242

270

Reportable Segments | Hotels, Media & Platform

^[3]

^[4]

939

1,001

1,022

Reportable Segments | Experiences & Dining Segment

^[4]

378

329

267

456

372

264

Corporate and Unallocated

Amortization of intangible assets

Depreciation

(93)

(82)

(79)

(33)

(34)

(32)

Stock-based compensation

(124)

(118)

$ (96)

Restructuring and other related reorganization costs

$ (1)

Legal reserves and settlements

$ (5)

[1]	Our revenue is recognized primarily at a point in time for all reported segments
[2]	The year ended December 31, 2017 reflects $67 million of Transition Tax and $6 million of tax expense recorded due to the remeasurement of net deferred tax assets related to the 2017 Tax Act enacted on December 22, 2017. Refer to “Note 11: Income Taxes” for further information.
[3]	Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment.
[4]	Includes allocated corporate general and administrative costs of $69 million, $77 million and $76 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $77 million, $122 million and $82 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Segment and Geographic Information - Summary of Segment Information (Parenthetical) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

General and administrative

^[1],[2]

$ 187

$ 177

$ 157

Advertising expense

423

544

629

Transition tax

Income tax expense recorded due to remeasurement of net deferred tax assets

Reportable Segments | Hotels, Media & Platform

General and administrative

Advertising expense

$ 77

$ 122

$ 82

[1]	Excludes amortization expense as follows:
[2]	Includes stock-based compensation expense as follows (Note 6):

Other Income (Expense), Net - Summary of Other Income (Expense), Net (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Other Income And Expenses [Abstract]

Net foreign currency exchange gains/(losses)

^[1]

$ (2)

$ (9)

$ 1

Gain (loss) and impairments on equity investments in privately-held companies, net

(2)

Gain (loss) from equity method investment, net

(1)

Other income (expense), net

$ 1

$ (3)

$ (5)

[1]	Our foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses from the conversion of the transaction currency to the functional currency, partially offset by the foreign currency forward contract gains and losses.

Quarterly Financial Information - Summary of Selected Unaudited Financial Information (Detail) - USD ($)
$ / shares in Units, $ in Millions

3 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Jun. 30, 2018

Mar. 31, 2018

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Year ended December 31, 2019

$ 335

$ 428

$ 422

$ 376

$ 346

$ 458

$ 433

$ 378

$ 1,560

^[1]

$ 1,615

^[1]

$ 1,556

Operating income

187

183

124

Diluted earnings per share

$ 15

$ 50

$ 34

$ 26

$ 7

$ 69

$ 32

$ 5

$ 126

$ 113

$ (19)

Basic earnings per share

$ 0.11

^[2]

$ 0.36

^[2]

$ 0.24

^[2]

$ 0.19

^[2]

$ 0.05

^[2]

$ 0.50

^[2]

$ 0.23

^[2]

$ 0.04

^[2]

$ 0.91

$ 0.82

$ (0.14)

$ 0.11

^[2]

$ 0.36

^[2]

$ 0.24

^[2]

$ 0.18

^[2]

$ 0.05

^[2]

$ 0.49

^[2]

$ 0.23

^[2]

$ 0.04

^[2]

$ 0.89

$ 0.81

$ (0.14)

[1]	Our revenue is recognized primarily at a point in time for all reported segments
[2]	Earnings per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=116637232&loc=SL114874131-224263

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1337-109256

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=117327953&loc=d3e4984-109258

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=116634182&loc=SL114868664-224227

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=117326831&loc=d3e1252-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
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+ Details

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.