0001564590-20-051304 | 10-Q | XBRL Viewer

Other income (expense), net (Note 14)

(13,000,000)

(2,000,000)

(22,000,000)

(5,000,000)

Interest income

1,000,000

5,000,000

3,000,000

14,000,000

2,000,000

(9,000,000)

Total other income (expense), net

(12,000,000)

5,000,000

(28,000,000)

9,000,000

Income (loss) before income taxes

(58,000,000)

73,000,000

(265,000,000)

173,000,000

(Provision) benefit for income taxes (Note 9)

10,000,000

(23,000,000)

48,000,000

(63,000,000)

Net income (loss)

$ (48,000,000)

$ 50,000,000

$ (217,000,000)

$ 110,000,000

Earnings (loss) per share attributable to common stockholders (Note 4):

Basic

$ (0.36)

$ 0.36

$ (1.61)

$ 0.79

Diluted

$ (0.36)

$ 0.36

$ (1.61)

$ 0.78

Weighted average common shares outstanding (Note 4):

Basic

134,436

139,324

134,963

138,937

Diluted

134,436

140,381

134,963

140,818

[1]	Our revenue is recognized primarily at a point in time for all reported segments.
[2]	Excludes amortization as follows:
[3]	Includes stock-based compensation expense as follows (Note 5):

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Costs and expenses:
Amortization adjustment	$ 17	$ 18	$ 52	$ 54
Stock-based compensation:
Stock-based compensation	28	29	80	91
Selling and Marketing
Stock-based compensation:
Stock-based compensation	4	5	12	17
Technology and Content
Stock-based compensation:
Stock-based compensation	12	13	32	40
General and Administrative
Stock-based compensation:
Stock-based compensation	12	11	35	33
Cost of Revenue
Stock-based compensation:
Stock-based compensation			1	1
Acquired Technology
Costs and expenses:
Amortization of intangible assets	1	3	2	7
Website Development Costs
Costs and expenses:
Depreciation	$ 16	$ 15	$ 50	$ 47

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

3 Months Ended

9 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

Statement Of Income And Comprehensive Income [Abstract]

Net income (loss)

$ (48)

$ 50

$ (217)

$ 110

Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax

^[1]

(10)

(13)

Reclassification adjustment for net losses included in net income (loss)

Total other comprehensive income (loss), net of tax

(10)

(13)

Comprehensive income (loss)

$ (35)

$ 40

$ (209)

$ 97

[1]	The deferred income tax liability related to foreign currency translation adjustments is not material.

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

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Business Description and Basis of Presentation

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents (Note 6)	$ 446	$ 319
Accounts receivable and contract assets, net of allowance for credit losses of $33 and $25, respectively (Note 2, Note 3)	91	183
Income taxes receivable	50	4
Prepaid expenses and other current assets	26	27
Total current assets	613	533
Property and equipment, net of accumulated depreciation of $365 and $319, respectively	250	270
Operating lease right-of-use assets	60	74
Intangible assets, net of accumulated amortization of $194 and $173, respectively	91	110
Goodwill (Note 7)	843	840
Deferred income taxes, net	5	7
Non-marketable investments (Note 6)	40	55
Other long-term assets, net of allowance for credit losses of $5 and $0, respectively	94	95
TOTAL ASSETS	1,996	1,984
Current liabilities:
Accounts payable	14	11
Deferred merchant payables	38	159
Deferred revenue (Note 3)	31	62
Accrued expenses and other current liabilities (Note 10)	148	203
Total current liabilities	231	435
Long-term debt (Note 8)	490
Deferred income taxes, net	10	8
Other long-term liabilities	357	380
Total Liabilities	1,088	823
Commitments and contingencies (Note 11)
Stockholders’ equity: (Note 12)
Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0
Additional paid-in capital	1,224	1,150
Retained earnings	461	681
Accumulated other comprehensive income (loss)	(55)	(63)
Treasury stock-common stock, at cost, 18,844,614 and 14,116,534 shares, respectively	(722)	(607)
Total Stockholders’ Equity	908	1,161
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,996	$ 1,984

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Allowance for credit losses	$ 33	$ 25
Property and equipment, net, accumulated depreciation	365	319
Intangible assets, accumulated amortization	194	173
Other long-term assets, allowance for credit losses	$ 5	$ 0
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	140,515,819	138,698,307
Common stock, shares outstanding	121,671,205	124,581,773
Treasury stock, shares	18,844,614	14,116,534
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

Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjustment Revision of Prior Period, Adjustment	Class B Common Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance at Dec. 31, 2018	$ 1,471				$ 1,037	$ 1,043		$ (62)	$ (547)
Beginning balance, shares at Dec. 31, 2018			12,799,999	137,158,010					(12,056,688)
Net income (loss)	110
Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2018		$ 3					$ 3
Other comprehensive income (loss)	(13)							(13)
Issuance of common stock related to exercises of options and vesting of RSUs	$ 2				2
Issuance of common stock related to exercises of options and vesting of RSUs, shares				1,457,838
Repurchase of common stock, shares	0
Withholding taxes on net share settlements of equity awards	$ (28)				(28)
Stock-based compensation	103				103
Ending balance at Sep. 30, 2019	1,648				1,114	1,156		(75)	$ (547)
Ending balance, shares at Sep. 30, 2019			12,799,999	138,615,848					(12,056,688)
Beginning balance at Jun. 30, 2019	1,575				1,081	1,106		(65)	$ (547)
Beginning balance, shares at Jun. 30, 2019			12,799,999	138,525,158					(12,056,688)
Net income (loss)	50					50
Other comprehensive income (loss)	$ (10)							(10)
Issuance of common stock related to exercises of options and vesting of RSUs, shares				90,690
Repurchase of common stock, shares	0
Withholding taxes on net share settlements of equity awards	$ (1)				(1)
Stock-based compensation	34				34
Ending balance at Sep. 30, 2019	1,648				1,114	1,156		(75)	$ (547)
Ending balance, shares at Sep. 30, 2019			12,799,999	138,615,848					(12,056,688)
Beginning balance at Dec. 31, 2019	$ 1,161				1,150	681		(63)	$ (607)
Beginning balance, shares at Dec. 31, 2019	124,581,773		12,799,999	138,698,307					(14,116,534)
Net income (loss)	$ (217)					(217)
Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2019	681	$ (3)					$ (3)
Other comprehensive income (loss)	8							8
Issuance of common stock related to exercises of options and vesting of RSUs, shares				1,817,512
Repurchase of common stock	$ (115)								$ (115)
Repurchase of common stock, shares	(4,707,450)								(4,707,450)
Withholding taxes on net share settlements of equity awards	$ (18)				(18)
Stock-based compensation	92				92
Ending balance at Sep. 30, 2020	$ 908				1,224	461		(55)	$ (722)
Ending balance, shares at Sep. 30, 2020	121,671,205		12,799,999	140,515,819					(18,844,614)
Other, shares									(20,630)
Beginning balance at Jun. 30, 2020	$ 912				1,193	509		(68)	$ (722)
Beginning balance, shares at Jun. 30, 2020			12,799,999	140,412,251					(18,844,614)
Net income (loss)	(48)					(48)
Other comprehensive income (loss)	$ 13							13
Issuance of common stock related to exercises of options and vesting of RSUs, shares				103,568
Repurchase of common stock, shares	0
Withholding taxes on net share settlements of equity awards	$ (1)				(1)
Stock-based compensation	32				32
Ending balance at Sep. 30, 2020	$ 908				$ 1,224	$ 461		$ (55)	$ (722)
Ending balance, shares at Sep. 30, 2020	121,671,205		12,799,999	140,515,819					(18,844,614)

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating activities:
Net income (loss)	$ (217,000,000)	$ 110,000,000
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	94,000,000	92,000,000
Stock-based compensation expense (Note 5)	80,000,000	91,000,000
Deferred income tax expense	5,000,000	12,000,000
Provision for expected credit losses	19,000,000	8,000,000
Impairment of goodwill	3,000,000
Other, net	10,000,000
Changes in operating assets and liabilities, net of effects from acquisitions and other investments:
Accounts receivable and contract assets, prepaid expenses and other assets	78,000,000	(18,000,000)
Accounts payable, accrued expenses and other liabilities	(39,000,000)	5,000,000
Deferred merchant payables	(120,000,000)	36,000,000
Income tax receivables/payables, net	(62,000,000)	18,000,000
Deferred revenue	(31,000,000)	10,000,000
Net cash provided by (used in) operating activities	(180,000,000)	364,000,000
Investing activities:
Capital expenditures, including internal-use software and website development	(46,000,000)	(60,000,000)
Purchases of marketable securities		(118,000,000)
Maturities of marketable securities		40,000,000
Other investing activities, net		(2,000,000)
Net cash used in investing activities	(46,000,000)	(140,000,000)
Financing activities:
Repurchase of common stock (Note 12)	(115,000,000)
Proceeds from issuance of Senior Notes (Note 8)	500,000,000
Payment of financing costs from issuance of Senior Notes (Note 8)	(10,000,000)
Proceeds from exercise of stock options		2,000,000
Payment of withholding taxes on net share settlements of equity awards	(18,000,000)	(28,000,000)
Payments of finance lease obligation	(4,000,000)	(4,000,000)
Net cash provided by (used in) financing activities	349,000,000	(30,000,000)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	4,000,000	(11,000,000)
Net increase in cash, cash equivalents and restricted cash	127,000,000	183,000,000
Cash, cash equivalents and restricted cash at beginning of period	319,000,000	655,000,000
Cash, cash equivalents and restricted cash at end of period	446,000,000	$ 838,000,000
2015 Credit Facility
Financing activities:
Proceeds from 2015 credit facility (Note 8)	700,000,000
Payment of financing costs from amendment of 2015 credit facility (Note 8)	(4,000,000)
Payments to 2015 credit facility (Note 8)	$ (700,000,000)

Business Description and Basis of Presentation

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

NOTE 1: BUSINESS DESCRIPTION AND BASIS OF PRESENTATION

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

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 U.S. in 2000. Since then, we have launched localized versions of the Tripadvisor website in 48 markets and 28 languages worldwide. Tripadvisor features 878 million reviews and opinions on 8.8 million places to stay, places to eat and things to do – including 1.5 million hotels, inns, B&Bs and specialty lodging, 790,000 rental properties, 4.7 million restaurants, 1.3 million travel activities and experiences worldwide, 500,000 airlines, and 30,000 cruises. Tripadvisor’s rich content and engaged community attract the world’s largest travel audience, based on the hundreds of millions of unique visitors that visit our sites each month.

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.bokun.io, www.cruisecritic.com, www.flipkey.com, www.thefork.com (including www.lafourchette.com, www.eltenedor.com, www.bookatable.co.uk, and www.delinski.com), www.helloreco.com, www.holidaylettings.co.uk, www.housetrip.com, www.jetsetter.com, www.niumba.com, www.seatguru.com, www.singleplatform.com, www.vacationhomerentals.com, and www.viator.com.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed 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. 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’ financial 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.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. We prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019, previously filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP.

As of September 30, 2020, Liberty TripAdvisor Holdings, Inc. (“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 14.9% 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 23.0% 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 58.5% of our voting power. We had no related party transactions with LTRIP during the three and nine months ended September 30, 2020 and 2019, respectively.

Risks and Uncertainties

We continue to be subject to risks and uncertainties as a result of the COVID-19 pandemic. COVID-19 has caused material and adverse declines in consumer demand within the travel, hospitality, restaurant, and leisure industry. The pandemic’s proliferation, concurrent with travel bans, varying levels of governmental restrictions and mandates globally to limit the spread of the virus, has dampened consumer demand for our products and services, and impacted consumer sentiment and discretionary spending patterns, all of which have adversely and materially impacted our results of operations, liquidity and financial condition during the three and nine months ended September 30, 2020. In addition, given the volatility in global markets and economies and the financial difficulties faced by many of our travel suppliers and restaurant customers, we have materially increased our provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on our accounts receivables (see “Note 3: Revenue Recognition”). Moreover, we may continue to incur, higher than normal cash outlays to refund consumers for cancellations of prepaid bookings (see “Note 3: Revenue Recognition”). Any increase in our provision for expected credit losses and cash outlays to consumers would also have a corresponding adverse effect on our results of operations and related cash flows.

While we have seen varying degrees of containment of the virus in certain countries and some signs of travel recovery, the degree of containment and the recovery in travel has varied region-to-region globally, as well as state-to-state in the U.S., and there have been instances where cases of COVID-19 have started to increase again after a period of decline. We do not have visibility into when remaining bans will be lifted, where additional bans may be initiated, or where bans that have been previously lifted will be reinstated due to resurgence of the virus, nor do we have forward-looking visibility into the short or long-term changes to consumer usage patterns on our platform or travel behavior patterns when travel bans and other government restrictions and mandates are fully lifted. Therefore, the ultimate extent of the impact of the COVID-19 pandemic on our business, results of operations, liquidity and financial condition remains highly uncertain and difficult to predict, as the response to the pandemic continues to be ongoing and shifting, and the ultimate duration and severity of the pandemic remains uncertain and unpredictable. However, we continue to believe the travel, hospitality, restaurant, and leisure industry, and our business, will continue to be adversely and materially affected while the pandemic continues to proliferate and travel bans and other government restrictions and mandates continue to remain in place or be reinstated, all of which negatively impact consumer demand, sentiment and discretionary spending patterns.

Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic to varying degrees, and it is possible that it could result in a protracted local and/or global economic recession. Such economic disruption could also have a material adverse effect on our business as consumers reduce their discretionary spending. Policymakers around the globe have responded with fiscal policy actions to support certain areas of the travel industry and economy as a whole. The continued magnitude and overall effectiveness of these actions remain uncertain.

In response to the impact of COVID-19, we have taken several steps to further strengthen our financial position and balance sheet, and maintain financial liquidity and flexibility, including by significantly reducing our ongoing operating expenses and headcount, by borrowing funds of $700 million from our 2015 Credit Facility in the first quarter of 2020 (subsequently repaid during the third quarter of 2020), amending our 2015 Credit Facility, which included short-term financial covenant relief, and raising additional financing through the issuance of $500 million in Senior Notes by the Company in July 2020, all of which are described in more detail in “Note 8: Debt” and “Note 10: Accrued Expenses and Other Current Liabilities”.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), an emergency economic stimulus package in response to the COVID-19 pandemic, which among other things contains numerous income tax provisions. Some of these income tax provisions are effective retroactively for fiscal years ended before the date of enactment. As a result of the CARES Act, we have recorded an income tax benefit of $3 million and $22 million during the three and nine months ended September 30, 2020, respectively. For further details of income tax benefits recorded by us under the CARES Act, refer to “Note 9: Income Taxes”.

In addition, certain governments have passed legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. We have participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme and certain other jurisdictions' programs. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other jurisdictions, we are also participating in programs where government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by us. During the three and nine months ended September 30, 2020, we recognized government grants and other assistance benefits of $3 million and $10 million, respectively, of which $5 million has been received as of September 30, 2020. These amounts are recorded as a reduction of personnel and overhead costs in the unaudited condensed consolidated statements of operations. As of September 30, 2020, we have recorded a receivable of $5 million, included in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets, for payments expected to be received for

the programs where we have met the qualifying requirements and it is probable that payment will be received. These payments, primarily related to qualified payroll tax credits under the CARES Act, are expected to be received in 2020.

Accounting Estimates

We use estimates and assumptions in the preparation of our unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements include: (i) recognition and recoverability of goodwill, definite-lived intangibles and other long-lived assets; and (ii) accounting for income taxes.

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and continue to adversely and materially impact our results of operations. As a result, some of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

Seasonality

Consumers’ travel expenditures have historically followed a seasonal pattern. Correspondingly, partners’ advertising investments, and therefore our revenue and profits, have also historically followed a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points. However, due to the impact of COVID-19 on our business, we did not experience our typical seasonal pattern for revenue and profit during the three and nine months ended September 30, 2020. In addition, cash outflows to travel suppliers related to deferred merchant payables significantly exceeded cash received from travelers during the first nine months of 2020, primarily reflecting the decline in consumer demand for our products and cancellations of reservations related to COVID-19, contributing significantly to unfavorable working capital trends and material negative operating cash flow during the nine months ended September 30, 2020. It is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the ultimate extent and duration of the impact from COVID-19, the timing of development and widespread availability of a vaccine, and the shape and timing of a recovery. In addition, significant shifts in our business mix or adverse economic conditions could result in future seasonal patterns that are different from historical trends.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

With the exception of the change for the accounting of credit losses as a result of adopting ASC 326 – Financial Instruments – Credit Losses (“ASC 326”) on January 1, 2020, as discussed below, there have been no other significant changes to our accounting policies since December 31, 2019, as described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019.

Recently Adopted Accounting Pronouncements

Credit Losses

In June 2016, the FASB issued new accounting guidance which replaces the 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, notes 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. In addition, ASC 326 made changes to the accounting for

available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell.

The Company adopted ASC 326 on January 1, 2020, using a modified retrospective transition method for all financial assets measured at amortized cost, which requires a cumulative-effect adjustment of initial application, if any, to be recognized on the date of adoption. The cumulative-effect adjustment recorded by the Company on January 1, 2020 to retained earnings on its unaudited condensed consolidated balance sheet was $3 million. Financial results for reporting periods beginning after January 1, 2020 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous GAAP. Credit loss estimates on accounts receivable are recorded in general and administrative expenses on our unaudited condensed consolidated statement of operations. Credit loss estimates on available-for-sale debt securities are recorded in interest expense on our unaudited condensed consolidated statement of operations. The Company has updated its significant accounting policies as described below as of January 1, 2020.

Accounts Receivable and Allowance for Credit Losses. The Company historically recorded an allowance for doubtful accounts using the incurred loss model. Upon adoption of ASC 326, the Company transitioned to the “expected credit loss” methodology in estimating its allowance for credit losses.

We apply the “expected credit loss” methodology by first assessing our historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and we have concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. We recognize a greater credit loss allowance on the accounts receivable due from those customers in the lower credit tranche, as determined by the Company. When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses.

The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, including the economic impact to our customers associated with COVID-19, or other customer-specific factors.

Available-for-sale debt securities. The Company's investment portfolio at any point in time may contain investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, term deposits, and money market funds. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of September 30, 2020, the Company had no available-for-sale-debt securities.

Revenue Recognition

9 Months Ended

Sep. 30, 2020

Revenue From Contract With Customer [Abstract]

Revenue Recognition

NOTE 3: REVENUE RECOGNITION

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

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

(2)	Identification of the performance obligations in the contract

(3)	Determination of the transaction price

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

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

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 three and nine months ended September 30, 2020 and 2019 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. 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 hotels. 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 hotel auction revenue, 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 to manage and promote their website URL, email address, phone number, special offers and other information related to their business. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue for the amount of prepayment in excess of revenue recognized until the performance obligation is satisfied.

We also 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 revenue from our cost-per-action, or “CPA” model, which consists of contextually-relevant booking links to our travel partners’ websites which are advertised on our platform. We earn a commission from our travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partners’ website, which results in a traveler stay. CPA revenue is billable only upon the completion of each traveler’s stay resulting from a hotel reservation. The travel partners provide the service to the travelers and we act as an agent under ASC 606. Our performance obligation is complete at the time of the hotel reservation booking, and the commission earned is recognized upon booking, as we have no post-booking service obligations. Revenue recognized under the CPA model requires an estimate of the impact of cancellations using historical cancellation rates at the time of booking. 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 advertising 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 online restaurant reservations offering, TheFork, and on our Tripadvisor-branded websites and mobile apps. We primarily generate transaction fees (or per seated diner fees) that are paid by 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, 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.

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 13: Segment 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.

	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Major products/revenue sources (1):	(in millions)
Hotels, Media & Platform
Tripadvisor-branded hotels	$	67	$	197	$	235	$	624
Tripadvisor-branded display and platform		13		41		52		122
Total Hotels, Media & Platform		80		238		287		746

Experiences & Dining		53		141		150		346
Other (2)		18		49		51		133
Total Revenue	$	151	$	428	$	488	$	1,225

(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 & Car, Cruises, and Tripadvisor China business units and does not constitute a reportable segment.

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

	September 30, 2020		December 31, 2019
Accounts receivable		80		176
Contract assets		11		7
Total	$	91	$	183

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. During the nine months ended September 30, 2020, we recorded approximately $8 million of incremental allowance for expected credit losses on accounts receivable and contract assets, when compared to the same period in 2019, including estimated future losses in consideration of the impact of COVID-19 pandemic on the economy and the Company. Actual future bad debt could differ materially from this estimate resulting from changes in our assumptions of the duration and ultimate severity of the impact of the COVID-19 pandemic.

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, 2020, we had $62 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $5 million and $49 million were recognized as revenue and $1 million and $11 million were refunded due to cancellations by travelers during the three and nine months ended September 30, 2020, respectively. As of January 1, 2019, we had $63 million recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $10 million and $56 million were recognized as revenue and $2 million was refunded due to cancellations by travelers during the nine months ended September 30, 2019. During the three months ended September 30, 2019, refunds due to cancellations by travelers were not material. 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 three and nine months ended September 30, 2020 and 2019 related to business combinations, impairments, cumulative catch-ups or other material adjustments. However, to the extent the COVID-19 pandemic continues, we may incur additional significant and unanticipated cancellations by consumers related to future travel, accommodations and tour bookings, which have been reserved by travelers and recorded as deferred revenue on our consolidated balance sheet as of September 30, 2020.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Earnings Per Share

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 4: EARNINGS PER SHARE

Basic Earnings Per Share Attributable to Common Stockholders

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

Diluted Earnings Per Share Attributable to Common Stockholders

Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method. We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of common and common equivalent shares outstanding during the period. We computed the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated above; 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, such as for the three and nine months ended September 30, 2020, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is antidilutive.

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

	Three months ended September 30,					Nine months ended September 30,
	2020			2019		2020			2019
Numerator:
Net income (loss)	$	(48	)	$	50	$	(217	)	$	110
Denominator:
Weighted average shares used to compute Basic EPS		134,436			139,324		134,963			138,937
Weighted average effect of dilutive securities:
Stock options		—			29		—			207
RSUs/MSUs		—			1,028		—			1,674
Weighted average shares used to compute Diluted EPS		134,436			140,381		134,963			140,818
Basic EPS	$	(0.36	)	$	0.36	$	(1.61	)	$	0.79
Diluted EPS	$	(0.36	)	$	0.36	$	(1.61	)	$	0.78

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 14.5 million shares and 15.3 million shares for the three and nine months ended September 30, 2020, respectively, and approximately 7.9 million shares and 5.8 million shares for the three and nine months ended September 30, 2019, respectively, have been excluded from the calculation of Diluted EPS because their

effect would have been antidilutive. In addition, potential common shares of certain performance-based awards of approximately 0.6 million shares for both the three and nine months ended September 30, 2020, respectively, and approximately 0.7 million shares for both the three and nine months ended September 30, 2019, 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 only upon vesting of, the underlying awards and are therefore forfeitable. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two‑class method of determining earnings per share.

Stock Based Awards and Other Equity Instruments

9 Months Ended

Sep. 30, 2020

Stock Based Awards and Other Equity Instruments

NOTE 5: 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 on our unaudited condensed consolidated statements of operations during the periods presented:

	Three months ended						Nine months ended
	September 30,						September 30,
	2020			2019			2020			2019
	(in millions)						(in millions)
Cost of revenue	$	—		$	—		$	1		$	1
Selling and marketing		4			5			12			17
Technology and content		12			13			32			40
General and administrative		12			11			35			33
Total stock-based compensation expense		28			29			80			91
Income tax benefit from stock-based compensation		(6	)		(7	)		(17	)		(21	)
Total stock-based compensation expense, net of tax	$	22		$	22		$	63		$	70

We capitalized $4 million and $11 million of stock-based compensation expense as internal-use software and website development costs during the three and nine months ended September 30, 2020, respectively, and $5 million and $14 million during the three and nine months ended September 30, 2019, respectively.

Stock-Based Award Activity and Valuation

2020 Stock Option Activity

A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, during the nine months ended September 30, 2020, is presented below:

				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding at December 31, 2019		6,017		$	50.27
Granted		1,091			25.29
Exercised		(2	)		17.22
Cancelled or expired		(1,220	)		46.10
Options outstanding at September 30, 2020		5,886		$	46.52		5.5	$	—
Exercisable as of September 30, 2020		3,360		$	55.74		3.5	$	—
Vested and expected to vest after September 30, 2020 (1)		5,886		$	46.52		5.5	$	—

(1)

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 September 30, 2020 was $19.59. The total intrinsic value of stock options exercised for the nine months ended September 30, 2020 and 2019 was not material and $2 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:

	Nine months ended
	September 30,
	2020			2019
Risk free interest rate		1.16	%		2.40	%
Expected term (in years)		5.30			5.19
Expected volatility		43.25	%		42.15	%
Expected dividend yield	— %			— %
Weighted-average grant date fair value	$	10.08		$	21.69

The total fair value of stock options vested was $12 million and $11 million for the nine months ended September 30, 2020 and 2019, respectively.

2020 RSU Activity

A summary of our RSU activity during the nine months ended September 30, 2020 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, 2019		8,469		$	45.42
Granted		6,244			24.48
Vested and released (1)		(2,542	)		46.45
Cancelled		(3,452	)		37.59
Unvested RSUs outstanding as of September 30, 2020		8,719		$	32.65	$	171

(1) Inclusive of 669,525 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.

On May 8, 2020, the Company entered into an amendment to the employment agreement (“Amendment”) with Ernst Teunissen, the Company’s Chief Financial Officer and Senior Vice President. The Amendment, among other things, provides for a target payment (“Bonus Award”) in an amount equal to the difference between a maximum payment of $7 million and the aggregate intrinsic value of Mr. Teunissen’s RSU and stock options that vest between May 1, 2020 and May 31, 2022 (the “Target Period”), as measured using the average market price of the Company’s common stock for ten trading days immediately prior to May 31, 2022. On a quarterly basis, management estimates the Bonus Award and accrues this amount ratably over the Target Period. As of September 30, 2020, we have accrued $1 million for the Bonus Award in other long-term liabilities on the unaudited condensed consolidated balance sheet. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

On May 27, 2020 and July 15, 2020, the Compensation Committee of the Board of Directors, approved modifications to the Company’s annual RSU and stock option grants, respectively, issued to its employees in the first quarter of 2020. Such modifications reduced the original grant-date vesting period from four years to two years. We estimate these modifications resulted in the acceleration and recognition of an additional $6 million and $11 million of stock-based compensation expense during the three and nine months ended September 30, 2020, respectively, given the modified vesting term. There was no change to the original fair value of the impacted RSUs or stock options as a result of this modification. This modification did not apply to the RSU and stock option grants to Mr. Teunissen in light of the separate arrangement, as described above.

A summary of our MSU activity during the nine months ended September 30, 2020 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, 2019		389		$	40.99
Granted (1)		133			28.15
Vested and released		―			―
Cancelled		(59	)		51.82
Unvested MSUs outstanding as of September 30, 2020		463		$	35.92	$	9

(1)

MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to receive none at all. These MSUs were granted under the 2018 Plan.

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 through December 31, 2022.

Total current income tax benefits associated with the exercise or settlement of Tripadvisor stock-based awards held by our employees was $1 million and $14 million during the three and nine months ended September 30, 2020, respectively, and $1 million and $23 million during the three and nine months ended September 30, 2019, respectively.

Unrecognized Stock-Based Compensation

A summary of our remaining unrecognized stock-based compensation expense and the weighted average remaining amortization period at September 30, 2020 related to our non-vested equity awards is presented below (in millions, except in years information):

	Stock
	Options		RSUs/MSUs
Unrecognized compensation expense	$	22	$	193
Weighted average period remaining (in years)		1.9		1.9

Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Investments All Other Investments [Abstract]

Financial Instruments and Fair Value Measurements

NOTE 6: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

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

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

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

Cash, Cash Equivalents and Marketable Securities

Our cash and cash equivalents consist of cash on hand in global financial institutions available on demand. We had no outstanding investments classified as either short-term or long-term marketable securities, as of September 30, 2020 and December 31, 2019, respectively, and no material realized gains or losses related to the sales of any marketable securities during and for the three and nine months ended September 30, 2020 and 2019, respectively.

We classify our cash equivalents and 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 use to measure the fair value of money market funds is derived from quoted prices in active markets for identical assets or liabilities. Fair values for Level 2 investments are considered “Level 2” valuations because they are obtained from independent pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source.

Derivative Financial Instruments

We use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows. For the three and nine months ended September 30, 2020 and 2019, 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 unaudited condensed consolidated balance sheets. We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets. We recognize any gain or loss resulting from the change in fair value of our foreign currency forward contracts in other income (expense), net on our unaudited condensed consolidated statement of operations, which was not material for the three months ended September 30, 2020. We recorded a net gain of $1 million for the nine months ended September 30, 2020 related to our forward contracts. We recorded a net gain of $1 million for both the three and nine months ended September 20, 2019, respectively, related to our forward contracts.

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

	September 30, 2020		December 31, 2019
	(in millions)
Foreign currency exchange - forward contracts (1) (2)	$	5	$	10

(1)

Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had one outstanding derivative contract as of September 30, 2020 and December 31, 2019. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.

(2)	The fair value of our outstanding derivative as of September 30, 2020 and December 31, 2019 was not material.

Counterparties to our outstanding 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 September 30, 2020 or December 31, 2019.

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, accrued expenses and other current liabilities, and long-term debt. The carrying amount of these financial instruments, with the exception of long-term debt, approximate their fair value because of the short maturity of these instruments as reported on our unaudited condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019, respectively.

As of September 30, 2020, we estimated the fair value of our outstanding Senior Notes to be approximately $523 million and was considered a “Level 2” fair value measurement. The estimated fair value of the Senior Notes was based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source. The carrying value of the Senior Notes was $490 million, net of $10 million in debt issuance costs, and classified as long-term debt on our unaudited condensed consolidated balance sheet as of September 30, 2020. Refer to “Note 8: Debt” for additional information on our Senior Notes.

The Company did not have any material assets or liabilities measured at fair value on a recurring basis using the Level 3 unobservable inputs at both September 30, 2020 and December 31, 2019.

Risks and Concentrations

Our business is subject to certain financial risks and concentrations, including concentration related to dependence on our relationships with our customers. For the year ended December 31, 2019 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%, respectively, of our consolidated revenue, with nearly all of this revenue concentrated in our Hotels, Media & Platform segment.

Financial instruments, which potentially subject us to concentration of credit risk at any point in time, generally 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. 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 major 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.

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

The Company owns a 40% equity investment in Chelsea Investment Holding Company PTE Ltd, which is majority owned by Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited. The Company accounts for this investment under the equity method, given it has the ability to exercise significant influence over, but not control, the investee. The carrying value of this equity method investment was $38 million and $41 million as of September 30, 2020 and December 31, 2019, respectively, and is included in non-marketable investments on our unaudited condensed consolidated balance sheet. During the three and nine months ended September 30, 2020, we recognized $1 million and $2 million, respectively, representing our share of the investee’s net loss in other income (expenses), net within the unaudited condensed consolidated statements of operations. The Company evaluates its equity method investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over estimated fair value of the investment, is recognized in earnings when an impairment is deemed to be other than temporary. Due to the COVID-19 pandemic, we performed a qualitative assessment to evaluate whether our equity investment is impaired. During the three and nine months ended September 30, 2020, we did not record any impairment loss on this equity investment.

The Company has entered into various commercial agreements with Chelsea Investment Holding Company PTE Ltd. and/or its subsidiaries. Transactions under these agreements with the equity method investee are considered related-party transactions, and were not material for the three and nine months ended September 30, 2020.

Investments in Privately-Held Companies

We hold investments in equity securities of privately-held companies, which are typically at an early stage of the business cycle and do not have a readily determinable fair value. As of September 30, 2020 and December 31, 2019, the total carrying value of our investments was $2 million and $14 million, respectively, and included in non-marketable investments on our unaudited condensed consolidated balance sheet. In June 2020, the Company redeemed an existing equity investment in a privately-held company with a carrying value of $10 million in return for a collateralized note receivable for the same amount. Refer to section entitled “Other Long-Term Assets” below for additional information.

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. During the three and nine months ended September 30, 2020 and 2019, we did not record any impairment loss on these equity investments or note any observable price change indicators.

Other Long-Term Assets

In June 2020, the Company was issued collateralized notes (the “Notes Receivable”) with a total principal amount of $20 million from a privately-held company, in exchange for an existing equity investment held in the investee by the Company, and other-long term receivables, net, which the Company held due from the same investee. Refer to the section entitled “Investments in Privately-Held Companies” above for further information. The Company has classified the Notes Receivable as held-to-maturity, as the Company has concluded it has the positive intent and ability to hold the Notes Receivable until maturity, with 50% due in 5 years and remaining 50% due in 10 years from issuance date. The Company recorded a $3 million allowance for credit loss under ASC 326 during the nine months ended September 30, 2020, respectively, in other income (expense), net on the unaudited condensed

consolidated statement of operations, related to the Notes Receivable. As of September 30, 2020, the carrying value of the Notes Receivable was $14 million, net of accumulated allowance for credit losses, and is classified in other long-term assets on our unaudited condensed consolidated balance sheet at amortized cost. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether the Notes Receivable are impaired and monitor for changes to our allowance for credit losses.

Goodwill

9 Months Ended

Sep. 30, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

NOTE 7: 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. 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. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach.

The Company reorganized its reporting units pursuant to an internal restructuring during the second quarter of 2020. Following the internal restructuring changes, our legacy Dining and Flights/Cruises/Car reporting units were reorganized into four new distinct reporting units: (1) TheFork, (2) Tripadvisor Restaurants, (3) Flights & Car, and (4) Cruises, for the purposes of goodwill impairment testing. As a result, we first performed a qualitative assessment on our historical Dining and Flights/Cruise/Car reporting units prior to implementing the revised reporting unit structure and determined that it was more likely than not that the fair value of these reporting units was greater than the carrying value; which was consistent with our conclusion in the fourth quarter of 2019. We then performed a goodwill impairment test for each of the new reporting units using a quantitative assessment. We concluded the estimated fair values were in excess of the carrying values for each of the four new 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 as of June 30, 2020. In addition, as a result of internal restructuring and the sale of its SmarterTravel business during the second quarter of 2020, our SmarterTravel reporting unit no longer exists. The sale of this business was not a material disposition. This change in reporting units had no impact on the composition of our operating segments, or the information that the CODM reviews to evaluate the financial performance of the Company’s operating segments.

Given the continued economic impact of COVID-19 during the third quarter of 2020, the Company also conducted a qualitative evaluation of relevant events and circumstances that would materially impact the fair value of each of our reporting units as of September 30, 2020. Based on such evaluation, we do not believe it is more likely than not that the fair value of our reporting units are below their respective carrying values as of September 30, 2020, with the exception of our Tripadvisor China reporting unit, as discussed below. As part of this evaluation, it was noted that, as of September 30, 2020, the Company’s market capitalization remained significantly in excess of its book value. The Company also observed its most recently completed goodwill impairment analyses indicated excess fair values over carrying values across our different reporting units. In addition, the Company considered any changes to key inputs used in our previous quantitative analysis’, including reporting unit forecasts, carrying values, and other key inputs, which included targeted sensitivity analysis on previous quantitative assessments, including applying hypothetical rate increases to the weighted average cost of capital used in our income approach analyses given the current COVID-19 environment, and the estimated fair values remained in excess of the carrying values. However, we believe the passage of time will provide new information regarding the expected duration, ultimate impact on consumer behavior, and long-term economic impacts of COVID-19 on the economy as a whole and to our business. The Company’s forecasting process in a COVID-19 environment is resulting in unprecedented challenges, given we are unable to predict the expected duration and ultimate severity of impacts of COVID-19 on the Company’s business. Accordingly, we continue to believe all of our reporting units are at an elevated risk for impairment in future periods. A prolonged decline in the outlook for future revenue and cash flows or other factors, related to COVID-19 or other events, could result in a determination that a non-cash impairment adjustment is required, which could be material. The Company will continue to monitor events and circumstances that may affect the fair value or carrying value of our reporting units.

During the third quarter of 2020, the Company recognized a goodwill impairment charge of $3 million, which represents all of the goodwill allocated to our Tripadvisor China reporting unit. This impairment was driven by a significant reduction in projected cash flows as a result of strategic decisions made by the Company in the third quarter of 2020.

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

	Hotels, Media & Platform		Experiences & Dining		Other (4)			Total
	(in millions)
Balance as of December 31, 2019	$	405	$	333	$	102		$	840
Re-allocation of goodwill (1)		2		—		(2	)		—
Impairment		—		—		(3	)		(3	)
Disposition (2)		—		—		(6	)		(6	)
Foreign currency translation adjustments		—		7		(1	)		6
Other adjustments (3)		—		6		—			6
Balance as of September 30, 2020	$	407	$	346	$	90		$	843

(1)

Re-allocation of goodwill as a result of changes to reporting units related to internal restructuring.

(2)

Disposition relates to the sale of our SmarterTravel business.

(3)

Other adjustments primarily relate to an immaterial business acquisition in our Experiences & Dining segment.

(4)

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

Debt

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Debt

NOTE 8: 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”). On May 12, 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”). On May 5, 2020, we amended our 2015 Credit Facility (“Second Amendment”) to, among other things, suspend the leverage ratio covenant on this facility beginning in the second quarter of 2020 and ending prior to September 30, 2021 (or such earlier date as elected by the Company), and replacing it with a minimum liquidity covenant, or the Leverage Covenant Holiday, that requires us to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity, which will apply only during the Leverage Covenant Holiday, provide collateral to secure the obligations under the agreement, as well as downsizing its capacity to $1.0 billion from $1.2 billion. No change was made to the existing maturity date of the 2015 Credit Facility of May 12, 2022. The Company may borrow from the 2015 Credit Facility in U.S. dollars, Euros and British pounds. In addition, our 2015 Credit Facility includes $15 million of borrowing capacity available for letters of credit and $40 million for Swing Line borrowings on same-day notice. As of September 30, 2020, we had issued $3 million of outstanding letters of credit under the 2015 Credit Facility.

As of both September 30, 2020 and December 31, 2019, the Company had no outstanding borrowings under the 2015 Credit Facility. During the first quarter of 2020, the Company did borrow $700 million under the 2015 Credit Facility. These funds were drawn down as a precautionary measure to reinforce our liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic. The Company repaid these borrowings in full during the three months ended September 30, 2020. During the timeframe for which the leverage ratio covenant is suspended, any outstanding or future borrowings under the 2015 Credit Facility will bear interest at LIBOR plus a 2.25% margin with a LIBOR floor of 1% per annum. We are required to pay a quarterly commitment fee, at an applicable rate of 0.5%, on the daily unused portion of the revolving credit facility for each fiscal quarter during the timeframe for which the leverage ratio covenant is suspended and additional fees in connection with the issuance of letters of credit.

For the three and nine months ended September 30, 2020, we recorded total interest expense and commitment fees on our 2015 Credit Facility of $2 million and $9 million, respectively, to interest expense on our unaudited condensed consolidated statement of operations. Total interest and commitment fees recorded on our 2015 Credit Facility was not material for the three months ended September 30, 2019 and, for the nine months ended September 30, 2019, we recorded $1 million to interest expense on our unaudited condensed consolidated statement of operations. As of September 30, 2020, unpaid interest and commitment fees on our 2015 Credit Facility totaled $1 million, which is included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheet. All unpaid interest and commitment fee amounts as of December 31, 2019 were not material. In connection with the Second Amendment, we incurred additional lender fees and debt financing costs totaling $4 million, which were capitalized as deferred financing costs and recorded to other long-term assets on the unaudited consolidated balance sheet. These costs will be amortized over the remaining term of the 2015 Credit Facility, using the effective interest rate method, and recorded to interest expense on our unaudited condensed consolidated statements of operations. The resulting write down of previous deferred financing costs incurred from the First Amendment as a result of the Second Amendment was not material.

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 Second Amendment also prohibits the Company from repurchasing shares of its common stock and paying dividends, among other restrictions, during the Leverage Covenant Holiday. In connection with the Second Amendment and as collateral to secure the obligations, the Company and certain subsidiaries have pledged, and granted security interests and liens in and on, substantially all of their assets. The 2015 Credit Facility also requires us to maintain a minimum liquidity covenant 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 September 30, 2020 and December 31, 2019, we were in compliance with our debt covenants.

Issuance of Senior Notes

On July 9, 2020, the Company completed the sale of $500 million aggregate principal amount of 7.000% senior notes due 2025 (the “Senior Notes”), pursuant to a purchase agreement, dated July 7, 2020, among the Company, the guarantors party thereto (the “Guarantors”) and the initial purchasers party thereto in a private offering. The Senior Notes were issued pursuant to an indenture, dated July 9, 2020 (the “Indenture”), among the Company, the Guarantors and the trustee. The Indenture provides, among other things, that interest will be payable on the Senior Notes on January 15 and July 15 of each year, beginning on January 15, 2021, until their maturity date of July 15, 2025. The Senior Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain domestic subsidiaries.

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

In the third quarter of 2020, the Company used all proceeds from the Senior Notes to repay a portion of our 2015 Credit Facility outstanding borrowings. As of September 30, 2020, the Company had outstanding debt under the Senior Note of $500 million, which is classified net of $10 million in debt issuance costs, as long-term debt on our unaudited condensed consolidated balance sheet. The debt issuance costs will be amortized over the remaining term of the Senior Notes, using the effective interest rate method, and recorded to interest expense on our unaudited condensed consolidated statements of operations. As of September 30, 2020, unpaid interest on our Senior Notes totaled $8 million and is included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheet and was recorded as interest expense on our unaudited condensed consolidated statement of operations for the three months ended September 30, 2020.

Chinese Credit Facility

We were party to a $30 million, one-year revolving credit facility with Bank of America (the “Chinese Credit Facility”) as of December 31, 2019. In June 2020, the Company terminated this credit facility. We had no outstanding borrowings under this credit facility at the time of termination or as of December 31, 2019.

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 9: INCOME TAXES

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

We had income tax benefits of $10 million and $48 million for the three and nine months ended September 30, 2020, respectively, and income tax expense of $23 million and $63 million for the three and nine months ended September 30, 2019, respectively. The decrease in our income tax expense during the three and nine months ended September 30, 2020, when compared to the same periods in 2019, was primarily due to pretax losses incurred during both the three and nine months ended September 30, 2020, respectively, and a tax benefit of $3 million and $22 million during the three and nine months ended September 30, 2020, respectively, from the tax rate differential in tax years applicable to U.S. loss carryforwards that became eligible for carryback under the CARES Act enacted in March 2020, offset by an increase in the recognition of stock-based compensation shortfalls related to the decline in the Company’s common stock price during both the three and nine months ended September 30, 2020, respectively.

Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of September 30, 2020, we had an accrued interest liability of $25 million, net of federal and state benefit, and no penalties have been accrued.

By virtue of consolidated income tax returns previously filed with Expedia, we are currently under an IRS audit for the 2009, 2010 and short-period 2011 tax years. We are separately under examination by the IRS for the short-period 2011, 2012 through 2016, and 2018 tax years, under an employment tax audit by the IRS for the 2015 through 2017 tax years, and have various ongoing audits for foreign and state income tax returns. These audits include questioning of the timing and the amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2009. As of September 30, 2020, no material assessments have resulted, except as noted below regarding our 2009, 2010, and 2011 IRS audit with Expedia and our 2012 through 2016 standalone IRS audit.

In January 2017 and April 2019, as part of the IRS audit of Expedia, we received Notices of Proposed Adjustment from the IRS for the 2009, 2010, and 2011 tax years. Subsequently, in September 2019, as part of Tripadvisor’s standalone audit, we received Notices of Proposed Adjustment from the IRS for the 2012 and 2013 tax years, and in August 2020, we received Notices of Proposed Adjustment from the IRS for the 2014, 2015, and 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries, and would result in an increase to our worldwide income tax expense in an estimated range of $105 million to $115 million at the close of the audit if the IRS prevails. The estimated range takes into consideration competent authority relief and transition tax regulations, and is exclusive of deferred tax consequences and interest expense, which would be significant. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for 2009 through 2016 transactions, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we would be subject to significant additional tax liabilities. We have requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for tax years 2009 through 2013. We expect the competent authorities to present a resolution for the 2009 through 2011 tax years in the near future. Upon receipt, we will assess the resolution provided by the competent authorities as well as its impact on our existing income tax reserves for all open subsequent years.

In 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. In November 2019, the Ninth Circuit denied Altera’s request for a rehearing en banc. On February 10, 2020, Altera filed a certiorari petition with the Supreme Court, asking it to hear an appeal of the Ninth Circuit’s decision. On June 22, 2020, the Supreme Court denied Altera’s request to review the Ninth Circuit decision.

Accrued Expenses and Other Current Liabilities

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2020

Payables And Accruals [Abstract]

NOTE 10: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

	September 30, 2020		December 31, 2019
	(in millions)
Accrued salary, bonus, and related benefits	$	31	$	74
Accrued marketing costs		20		27
Accrued interest payable (1)		9		—
Current income tax payables		1		14
Finance lease liability - current portion		5		5
Operating leases liability - current portion		22		20
Restructuring and other related reorganization costs (2)		2		1
Other		58		62
Total	$	148	$	203

(1)

Amount relates primarily to accrued interest on our Senior Notes, and to a lesser extent commitment fees on the daily unused portion of our 2015 Credit Facility. Refer to “Note 8: Debt” for additional information.

(2)

The Company incurred pre-tax restructuring and other related reorganization costs of $42 million during the nine months ended September 30, 2020. The costs consist of employee severance and related benefits. In response to the COVID-19 pandemic, during the second quarter of 2020, the Company committed to restructuring actions intended to reinforce its financial position, reduce its cost structure, and improve operational efficiencies, which have resulted in headcount reductions, for which we recognized $33 million in restructuring and other related reorganization costs. In addition, we engaged in a smaller scale restructuring action in the first quarter of 2020 to reduce our cost structure and improve our operational efficiencies, which resulted in headcount reductions for which we recognized $9 million in restructuring and other related reorganization costs.

The following table summarizes our restructuring and other related reorganization costs for the nine months ended September 30, 2020:

	Restructuring and other related reorganization costs
	(in millions)
Accrued liability as of December 31, 2019	$	1
Charges		42
Payments		(41	)
Accrued liability as of September 30, 2020	$	2

Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 11: COMMITMENTS AND CONTINGENCIES

As of September 30, 2020, with the exception of increased interest expense payments on long-term debt, as a result of the issuance of our $500 million Senior Notes with an interest rate of 7.000% per annum due in July 2025, as discussed above in “Note 8: Debt”, there have been no material changes outside the normal course of business to our commitments and contingencies since December 31, 2019. Refer to “Note 14: Commitments and Contingencies,” in the notes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019.

Legal Proceedings

In the ordinary course of business, we are party to regulatory and legal matters, including threats thereof, arising out of, or in connection with our operations. These matters may involve claims involving 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 protection matters), defamation and reputational claims, personal injury claims, labor and employment matters and commercial disputes. Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. 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 9: Income Taxes” for further information on potential contingencies surrounding income taxes.

Stockholders' Equity

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Stockholders' Equity

NOTE 12: STOCKHOLDERS’ EQUITY

Our Board of Directors authorized the repurchase 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 our Board of Directors at any time. The Company did not repurchase any shares of outstanding common stock during the three and nine months ended September 30, 2019 under the share repurchase program. As of December 31, 2019, we had $190 million remaining available to repurchase shares of our common stock under this share repurchase program. The Company did not repurchase any shares of outstanding common stock during the three months ended September 30, 2020 under the share repurchase program. During the nine months ended September 30, 2020, we repurchased 4,707,450 shares of our outstanding common stock at an average share price of $24.32 per share, exclusive of fees and commissions, or $115 million in the aggregate. As of September 30, 2020, we had $75 million remaining available to repurchase shares of our common stock under this share repurchase program, and there were 18,844,614 shares of the Company’s common stock held in treasury with an aggregate cost of $722 million.

While the Board of Directors has not suspended or terminated the share repurchase program, the terms of our Second Amendment currently prohibit the Company from engaging in share repurchases and the terms of our Indenture impose certain limitations and restrictions on share repurchases. Refer to “Note 8: Debt” for further information about our Second Amendment and our Indenture.

Segment Information

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Segment Information

NOTE 13: SEGMENT INFORMATION

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 hotel auction revenue, and to a lesser extent, subscription-based advertising, hotel sponsored placements revenue, and CPA revenue; and (2) Tripadvisor-branded display and platform revenue – consisting of display-based advertising revenue. Our Experiences & Dining reportable segment includes an aggregation of our Experiences and Dining operating segments. All remaining business units have been combined into and reported as “Other”, which includes Rentals, Flights & Car, Cruises, 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 3: Revenue Recognition.” Our operating segments are determined based on how our chief operating decision maker manages our business, regularly accesses information and evaluates performance for operating decision-making purposes, including allocation of resources.

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

Adjusted EBITDA is our segment profit measure and a key measure used by our management and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and forecasts are based and approved. We define Adjusted EBITDA as net income (loss) plus: (1) (provision) benefit for income taxes; (2) other income (expense), net; (3) depreciation and amortization; (4) stock-based compensation and other stock-settled obligations; (5) goodwill, long-lived asset and intangible asset impairments; (6) legal reserves and settlements; (7) restructuring and other related reorganization costs; and (8) non-recurring expenses and income.

The following tables present our segment information for the three and nine months ended September 30, 2020 and 2019 and includes a reconciliation of Adjusted EBITDA to Net Income. We record depreciation of property and equipment and amortization of intangible assets, stock-based compensation and other stock-settled obligations, goodwill, long-lived asset and intangible asset impairments, legal reserves and settlements, restructuring and other related reorganization costs, and other non-recurring expenses and

income, net, which are excluded from segment operating performance, in corporate and unallocated. In addition, we do not report our assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. Intersegment revenue is not material and is included in Other.

	Three months ended September 30, 2020
	Hotels, Media & Platform (1)		Experiences & Dining		Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	80	$	53	$	18	$	—		$	151
Adjusted EBITDA		4		1		10		—			15
Depreciation and amortization								(30	)		(30	)
Stock-based compensation								(28	)		(28	)
Impairment of goodwill								(3	)		(3	)
Operating income (loss)											(46	)
Other income (expense), net											(12	)
Income (loss) before income taxes											(58	)
(Provision) benefit for income taxes											10
Net income (loss)											(48	)

	Three months ended September 30, 2019
	Hotels, Media & Platform (2)		Experiences & Dining		Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	238	$	141	$	49	$	—		$	428
Adjusted EBITDA		93		15		21		—			129
Depreciation and amortization								(32	)		(32	)
Stock-based compensation								(29	)		(29	)
Operating income (loss)											68
Other income (expense), net											5
Income (loss) before income taxes											73
(Provision) benefit for income taxes											(23	)
Net income (loss)											50

	Nine months ended September 30, 2020
	Hotels, Media & Platform (1)		Experiences & Dining			Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	287	$	150		$	51	$	—		$	488
Adjusted EBITDA		25		(56	)		13		—			(18	)
Depreciation and amortization									(94	)		(94	)
Stock-based compensation									(80	)		(80	)
Restructuring and other related reorganization costs									(42	)		(42	)
Impairment of goodwill									(3	)		(3	)
Operating income (loss)												(237	)
Other income (expense), net												(28	)
Income (loss) before income taxes												(265	)
(Provision) benefit for income taxes												48
Net income (loss)												(217	)

	Nine months ended September 30, 2019
	Hotels, Media & Platform (2)		Experiences & Dining			Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	746	$	346		$	133	$	—		$	1,225
Adjusted EBITDA		306		(1	)		42		—			347
Depreciation and amortization									(92	)		(92	)
Stock-based compensation									(91	)		(91	)
Operating income (loss)												164
Other income (expense), net												9
Income (loss) before income taxes												173
(Provision) benefit for income taxes												(63	)
Net income (loss)												110

(1)

Includes allocated corporate general and administrative costs of $14 million and $48 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $3 million and $8 million for the three and nine months ended September 30, 2020, respectively.

(2)

Includes allocated corporate general and administrative costs of $20 million and $51 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $18 million and $73 million for the three and nine months ended September 30, 2019, respectively.

(3)

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

Customer Concentrations

Refer to “Note 6: Financial Instruments and Fair Value Measurements” under the section entitled “Risks and Concentrations” for information regarding our major customer concentrations.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Other Income And Expenses [Abstract]

Other Income (Expense), Net

9 Months Ended

Sep. 30, 2020

Other Income (Expense), Net

NOTE 14: OTHER INCOME (EXPENSE), NET

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

	Three months ended September 30,					Nine months ended September 30,
	2020			2019		2020			2019
	(in millions)					(in millions)
Foreign currency exchange gain (loss), net (1)	$	1		$	2	$	4		$	—
Earnings (losses) from equity method investment, net		(1	)		—		(2	)		—
Loss on sale/disposal of business (2)		(1	)		—		(6	)		—
Other, net		1			—		(5	)		—
Total	$	—		$	2	$	(9	)	$	—

(1)

Our foreign currency exchange gain (loss), 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)

Primarily related to loss on disposal on the sale of our SmarterTravel business in June 2020.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed 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. 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’ financial 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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. We prepared the unaudited condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation. Our interim unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2019, previously filed with the SEC. The unaudited condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including notes required by GAAP. As of September 30, 2020, Liberty TripAdvisor Holdings, Inc. (“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 14.9% 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 23.0% 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 58.5% of our voting power. We had no related party transactions with LTRIP during the three and nine months ended September 30, 2020 and 2019, respectively.
Risks and Uncertainties	Risks and Uncertainties We continue to be subject to risks and uncertainties as a result of the COVID-19 pandemic. COVID-19 has caused material and adverse declines in consumer demand within the travel, hospitality, restaurant, and leisure industry. The pandemic’s proliferation, concurrent with travel bans, varying levels of governmental restrictions and mandates globally to limit the spread of the virus, has dampened consumer demand for our products and services, and impacted consumer sentiment and discretionary spending patterns, all of which have adversely and materially impacted our results of operations, liquidity and financial condition during the three and nine months ended September 30, 2020. In addition, given the volatility in global markets and economies and the financial difficulties faced by many of our travel suppliers and restaurant customers, we have materially increased our provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on our accounts receivables (see “Note 3: Revenue Recognition”). Moreover, we may continue to incur, higher than normal cash outlays to refund consumers for cancellations of prepaid bookings (see “Note 3: Revenue Recognition”). Any increase in our provision for expected credit losses and cash outlays to consumers would also have a corresponding adverse effect on our results of operations and related cash flows. While we have seen varying degrees of containment of the virus in certain countries and some signs of travel recovery, the degree of containment and the recovery in travel has varied region-to-region globally, as well as state-to-state in the U.S., and there have been instances where cases of COVID-19 have started to increase again after a period of decline. We do not have visibility into when remaining bans will be lifted, where additional bans may be initiated, or where bans that have been previously lifted will be reinstated due to resurgence of the virus, nor do we have forward-looking visibility into the short or long-term changes to consumer usage patterns on our platform or travel behavior patterns when travel bans and other government restrictions and mandates are fully lifted. Therefore, the ultimate extent of the impact of the COVID-19 pandemic on our business, results of operations, liquidity and financial condition remains highly uncertain and difficult to predict, as the response to the pandemic continues to be ongoing and shifting, and the ultimate duration and severity of the pandemic remains uncertain and unpredictable. However, we continue to believe the travel, hospitality, restaurant, and leisure industry, and our business, will continue to be adversely and materially affected while the pandemic continues to proliferate and travel bans and other government restrictions and mandates continue to remain in place or be reinstated, all of which negatively impact consumer demand, sentiment and discretionary spending patterns. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic to varying degrees, and it is possible that it could result in a protracted local and/or global economic recession. Such economic disruption could also have a material adverse effect on our business as consumers reduce their discretionary spending. Policymakers around the globe have responded with fiscal policy actions to support certain areas of the travel industry and economy as a whole. The continued magnitude and overall effectiveness of these actions remain uncertain. In response to the impact of COVID-19, we have taken several steps to further strengthen our financial position and balance sheet, and maintain financial liquidity and flexibility, including by significantly reducing our ongoing operating expenses and headcount, by borrowing funds of $700 million from our 2015 Credit Facility in the first quarter of 2020 (subsequently repaid during the third quarter of 2020), amending our 2015 Credit Facility, which included short-term financial covenant relief, and raising additional financing through the issuance of $500 million in Senior Notes by the Company in July 2020, all of which are described in more detail in “Note 8: Debt” and “Note 10: Accrued Expenses and Other Current Liabilities”. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), an emergency economic stimulus package in response to the COVID-19 pandemic, which among other things contains numerous income tax provisions. Some of these income tax provisions are effective retroactively for fiscal years ended before the date of enactment. As a result of the CARES Act, we have recorded an income tax benefit of $3 million and $22 million during the three and nine months ended September 30, 2020, respectively. For further details of income tax benefits recorded by us under the CARES Act, refer to “Note 9: Income Taxes”. In addition, certain governments have passed legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid, and some of these governments have extended or are considering extending these programs. We have participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme and certain other jurisdictions' programs. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other jurisdictions, we are also participating in programs where government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by us. During the three and nine months ended September 30, 2020, we recognized government grants and other assistance benefits of $3 million and $10 million, respectively, of which $5 million has been received as of September 30, 2020. These amounts are recorded as a reduction of personnel and overhead costs in the unaudited condensed consolidated statements of operations. As of September 30, 2020, we have recorded a receivable of $5 million, included in prepaid expenses and other current assets in our unaudited condensed consolidated balance sheets, for payments expected to be received for the programs where we have met the qualifying requirements and it is probable that payment will be received. These payments, primarily related to qualified payroll tax credits under the CARES Act, are expected to be received in 2020.
Accounting Estimates	Accounting Estimates We use estimates and assumptions in the preparation of our unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements include: (i) recognition and recoverability of goodwill, definite-lived intangibles and other long-lived assets; and (ii) accounting for income taxes. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and continue to adversely and materially impact our results of operations. As a result, some of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.
Seasonality	Seasonality Consumers’ travel expenditures have historically followed a seasonal pattern. Correspondingly, partners’ advertising investments, and therefore our revenue and profits, have also historically followed a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points. However, due to the impact of COVID-19 on our business, we did not experience our typical seasonal pattern for revenue and profit during the three and nine months ended September 30, 2020. In addition, cash outflows to travel suppliers related to deferred merchant payables significantly exceeded cash received from travelers during the first nine months of 2020, primarily reflecting the decline in consumer demand for our products and cancellations of reservations related to COVID-19, contributing significantly to unfavorable working capital trends and material negative operating cash flow during the nine months ended September 30, 2020. It is difficult to forecast the seasonality for the upcoming quarters, given the uncertainty related to the ultimate extent and duration of the impact from COVID-19, the timing of development and widespread availability of a vaccine, and the shape and timing of a recovery. In addition, significant shifts in our business mix or adverse economic conditions could result in future seasonal patterns that are different from historical trends.
Significant Accounting Policies	Significant Accounting Policies With the exception of the change for the accounting of credit losses as a result of adopting ASC 326 – Financial Instruments – Credit Losses (“ASC 326”) on January 1, 2020, as discussed below, there have been no other significant changes to our accounting policies since December 31, 2019, as described under “Note 2: Significant Accounting Policies”, in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Credit Losses In June 2016, the FASB issued new accounting guidance which replaces the 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, notes 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. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company adopted ASC 326 on January 1, 2020, using a modified retrospective transition method for all financial assets measured at amortized cost, which requires a cumulative-effect adjustment of initial application, if any, to be recognized on the date of adoption. The cumulative-effect adjustment recorded by the Company on January 1, 2020 to retained earnings on its unaudited condensed consolidated balance sheet was $3 million. Financial results for reporting periods beginning after January 1, 2020 are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous GAAP. Credit loss estimates on accounts receivable are recorded in general and administrative expenses on our unaudited condensed consolidated statement of operations. Credit loss estimates on available-for-sale debt securities are recorded in interest expense on our unaudited condensed consolidated statement of operations. The Company has updated its significant accounting policies as described below as of January 1, 2020. Accounts Receivable and Allowance for Credit Losses. The Company historically recorded an allowance for doubtful accounts using the incurred loss model. Upon adoption of ASC 326, the Company transitioned to the “expected credit loss” methodology in estimating its allowance for credit losses. We apply the “expected credit loss” methodology by first assessing our historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and we have concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. We recognize a greater credit loss allowance on the accounts receivable due from those customers in the lower credit tranche, as determined by the Company. When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses. The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, including the economic impact to our customers associated with COVID-19, or other customer-specific factors. Available-for-sale debt securities. The Company's investment portfolio at any point in time may contain investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, term deposits, and money market funds. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of September 30, 2020, the Company had no available-for-sale-debt securities.

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2020

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.

	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Major products/revenue sources (1):	(in millions)
Hotels, Media & Platform
Tripadvisor-branded hotels	$	67	$	197	$	235	$	624
Tripadvisor-branded display and platform		13		41		52		122
Total Hotels, Media & Platform		80		238		287		746

Experiences & Dining		53		141		150		346
Other (2)		18		49		51		133
Total Revenue	$	151	$	428	$	488	$	1,225

(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 & Car, Cruises, and Tripadvisor China business units and does not constitute a reportable segment.

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

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

	September 30, 2020		December 31, 2019
Accounts receivable		80		176
Contract assets		11		7
Total	$	91	$	183

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding

	Three months ended September 30,					Nine months ended September 30,
	2020			2019		2020			2019
Numerator:
Net income (loss)	$	(48	)	$	50	$	(217	)	$	110
Denominator:
Weighted average shares used to compute Basic EPS		134,436			139,324		134,963			138,937
Weighted average effect of dilutive securities:
Stock options		—			29		—			207
RSUs/MSUs		—			1,028		—			1,674
Weighted average shares used to compute Diluted EPS		134,436			140,381		134,963			140,818
Basic EPS	$	(0.36	)	$	0.36	$	(1.61	)	$	0.79
Diluted EPS	$	(0.36	)	$	0.36	$	(1.61	)	$	0.78

Stock Based Awards and Other Equity Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Amount of Stock-Based Compensation Expense Related to Stock-Based Awards

	Three months ended						Nine months ended
	September 30,						September 30,
	2020			2019			2020			2019
	(in millions)						(in millions)
Cost of revenue	$	—		$	—		$	1		$	1
Selling and marketing		4			5			12			17
Technology and content		12			13			32			40
General and administrative		12			11			35			33
Total stock-based compensation expense		28			29			80			91
Income tax benefit from stock-based compensation		(6	)		(7	)		(17	)		(21	)
Total stock-based compensation expense, net of tax	$	22		$	22		$	63		$	70

Summary of Stock Option Activity

A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, during the nine months ended September 30, 2020, is presented below:

				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding at December 31, 2019		6,017		$	50.27
Granted		1,091			25.29
Exercised		(2	)		17.22
Cancelled or expired		(1,220	)		46.10
Options outstanding at September 30, 2020		5,886		$	46.52		5.5	$	—
Exercisable as of September 30, 2020		3,360		$	55.74		3.5	$	—
Vested and expected to vest after September 30, 2020 (1)		5,886		$	46.52		5.5	$	—

(1)

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:

	Nine months ended
	September 30,
	2020			2019
Risk free interest rate		1.16	%		2.40	%
Expected term (in years)		5.30			5.19
Expected volatility		43.25	%		42.15	%
Expected dividend yield	— %			— %
Weighted-average grant date fair value	$	10.08		$	21.69

Summary of RSU Activity

A summary of our RSU activity during the nine months ended September 30, 2020 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, 2019		8,469		$	45.42
Granted		6,244			24.48
Vested and released (1)		(2,542	)		46.45
Cancelled		(3,452	)		37.59
Unvested RSUs outstanding as of September 30, 2020		8,719		$	32.65	$	171

Summary of Unrecognized Stock-Based Compensation Expense and Weighted Average Period Remaining

	Stock
	Options		RSUs/MSUs
Unrecognized compensation expense	$	22	$	193
Weighted average period remaining (in years)		1.9		1.9

MSUs

Summary of RSU Activity

A summary of our MSU activity during the nine months ended September 30, 2020 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, 2019		389		$	40.99
Granted (1)		133			28.15
Vested and released		―			―
Cancelled		(59	)		51.82
Unvested MSUs outstanding as of September 30, 2020		463		$	35.92	$	9

(1)

Financial Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Investments All Other Investments [Abstract]

Notional Principal Amounts of Outstanding Derivative Instruments

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

	September 30, 2020		December 31, 2019
	(in millions)
Foreign currency exchange - forward contracts (1) (2)	$	5	$	10

(1)

(2)	The fair value of our outstanding derivative as of September 30, 2020 and December 31, 2019 was not material.

Goodwill (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Goodwill Activity by Reportable Segments

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

	Hotels, Media & Platform		Experiences & Dining		Other (4)			Total
	(in millions)
Balance as of December 31, 2019	$	405	$	333	$	102		$	840
Re-allocation of goodwill (1)		2		—		(2	)		—
Impairment		—		—		(3	)		(3	)
Disposition (2)		—		—		(6	)		(6	)
Foreign currency translation adjustments		—		7		(1	)		6
Other adjustments (3)		—		6		—			6
Balance as of September 30, 2020	$	407	$	346	$	90		$	843

(1)

Re-allocation of goodwill as a result of changes to reporting units related to internal restructuring.

(2)

Disposition relates to the sale of our SmarterTravel business.

(3)

Other adjustments primarily relate to an immaterial business acquisition in our Experiences & Dining segment.

(4)

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

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2020

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:

	September 30, 2020		December 31, 2019
	(in millions)
Accrued salary, bonus, and related benefits	$	31	$	74
Accrued marketing costs		20		27
Accrued interest payable (1)		9		—
Current income tax payables		1		14
Finance lease liability - current portion		5		5
Operating leases liability - current portion		22		20
Restructuring and other related reorganization costs (2)		2		1
Other		58		62
Total	$	148	$	203

(1)

(2)

Summary of Restructuring and Other Related Reorganization Costs

The following table summarizes our restructuring and other related reorganization costs for the nine months ended September 30, 2020:

	Restructuring and other related reorganization costs
	(in millions)
Accrued liability as of December 31, 2019	$	1
Charges		42
Payments		(41	)
Accrued liability as of September 30, 2020	$	2

Segment Information (Tables)

9 Months Ended

Sep. 30, 2020

Segment Reporting [Abstract]

Summary of Segment Information

	Three months ended September 30, 2020
	Hotels, Media & Platform (1)		Experiences & Dining		Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	80	$	53	$	18	$	—		$	151
Adjusted EBITDA		4		1		10		—			15
Depreciation and amortization								(30	)		(30	)
Stock-based compensation								(28	)		(28	)
Impairment of goodwill								(3	)		(3	)
Operating income (loss)											(46	)
Other income (expense), net											(12	)
Income (loss) before income taxes											(58	)
(Provision) benefit for income taxes											10
Net income (loss)											(48	)

	Three months ended September 30, 2019
	Hotels, Media & Platform (2)		Experiences & Dining		Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	238	$	141	$	49	$	—		$	428
Adjusted EBITDA		93		15		21		—			129
Depreciation and amortization								(32	)		(32	)
Stock-based compensation								(29	)		(29	)
Operating income (loss)											68
Other income (expense), net											5
Income (loss) before income taxes											73
(Provision) benefit for income taxes											(23	)
Net income (loss)											50

	Nine months ended September 30, 2020
	Hotels, Media & Platform (1)		Experiences & Dining			Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	287	$	150		$	51	$	—		$	488
Adjusted EBITDA		25		(56	)		13		—			(18	)
Depreciation and amortization									(94	)		(94	)
Stock-based compensation									(80	)		(80	)
Restructuring and other related reorganization costs									(42	)		(42	)
Impairment of goodwill									(3	)		(3	)
Operating income (loss)												(237	)
Other income (expense), net												(28	)
Income (loss) before income taxes												(265	)
(Provision) benefit for income taxes												48
Net income (loss)												(217	)

	Nine months ended September 30, 2019
	Hotels, Media & Platform (2)		Experiences & Dining			Other (3)		Corporate and Unallocated			Total
	(in millions)
Revenue	$	746	$	346		$	133	$	—		$	1,225
Adjusted EBITDA		306		(1	)		42		—			347
Depreciation and amortization									(92	)		(92	)
Stock-based compensation									(91	)		(91	)
Operating income (loss)												164
Other income (expense), net												9
Income (loss) before income taxes												173
(Provision) benefit for income taxes												(63	)
Net income (loss)												110

(1)

(2)

(3)

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

Other Income (Expense), Net (Tables)

9 Months Ended

Sep. 30, 2020

Other Income And Expenses [Abstract]

Summary of Other Income (Expense), Net

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

	Three months ended September 30,					Nine months ended September 30,
	2020			2019		2020			2019
	(in millions)					(in millions)
Foreign currency exchange gain (loss), net (1)	$	1		$	2	$	4		$	—
Earnings (losses) from equity method investment, net		(1	)		—		(2	)		—
Loss on sale/disposal of business (2)		(1	)		—		(6	)		—
Other, net		1			—		(5	)		—
Total	$	—		$	2	$	(9	)	$	—

(1)

(2)

Primarily related to loss on disposal on the sale of our SmarterTravel business in June 2020.

Business Description and Basis of Presentation - Additional Information (Details) shares in Millions, Restaurant in Millions, Hotel in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2020 USD ($) Market Language Hotel VacationRental Restaurant ActivityandAttraction Airline Cruise Vote / shares	Mar. 31, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) Market Language Hotel VacationRental Restaurant ActivityandAttraction Airline Cruise Vote / shares shares	Sep. 30, 2019 USD ($)	Jul. 09, 2020 USD ($)
Description Of Business And Basis Of Presentation [Line Items]
Number of markets with localized versions of website \| Market	48			48
Number of languages worldwide \| Language	28			28
Description of user-generated reviews and opinions across broad base of global travel-related businesses				Tripadvisor features 878 million reviews and opinions on 8.8 million places to stay, places to eat and things to do – including 1.5 million hotels, inns, B&Bs and specialty lodging, 790,000 rental properties, 4.7 million restaurants, 1.3 million travel activities and experiences worldwide, 500,000 airlines, and 30,000 cruises.
Number of hotels and accommodations \| Hotel	1.5			1.5
Number of vacation rentals \| VacationRental	790,000			790,000
Number of restaurants \| Restaurant	4.7			4.7
Number of activities and attractions worldwide \| ActivityandAttraction	1,300,000			1,300,000
Number of airlines \| Airline	500,000			500,000
Number of cruises \| Cruise	30,000			30,000
COVID-19 Pandemic
Description Of Business And Basis Of Presentation [Line Items]
Income tax expense (benefit) due to CARES Act	$ (3,000,000)			$ (22,000,000)
Government grants and other assistance benefits recognized	3,000,000			10,000,000
Government grants and other assistance benefits received				5,000,000
COVID-19 Pandemic \| Prepaid Expenses and Other Current Assets
Description Of Business And Basis Of Presentation [Line Items]
Government grants and other assistance benefits receivable	5,000,000			5,000,000
Revolving Credit Facility \| 2015 Credit Facility
Description Of Business And Basis Of Presentation [Line Items]
Amount borrowed		$ 700,000,000
7.000% senior notes due July 15, 2025
Description Of Business And Basis Of Presentation [Line Items]
Debt instrument, aggregate principal amount	$ 500,000,000			$ 500,000,000		$ 500,000,000
Liberty TripAdvisor Holdings, Inc.
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock \| shares				18.2
Percentage taken from outstanding shares of common stock				14.90%
Percentage of beneficially ownership of shares of common stock class B				23.00%
Right to voting				one vote per share
Vote per common stock share \| Vote / shares	1			1
Beneficially ownership of equity securities				58.50%
Related party transactions	$ 0		$ 0	$ 0	$ 0
Liberty TripAdvisor Holdings, Inc. \| Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock \| shares				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			10

Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2020	Jan. 01, 2020	Dec. 31, 2019	Dec. 31, 2018
Schedule Of Accounting Policies [Line Items]
Retained earnings	$ 461		$ 681
Available-for-sale-debt securities	0
U.S. Treasury Securities
Schedule Of Accounting Policies [Line Items]
Portfolio based securities loss expectation	0
U.S. Government Agency Securities
Schedule Of Accounting Policies [Line Items]
Portfolio based securities loss expectation	$ 0
Cumulative Effect, Period of Adoption, Adjustment \| Revision of Prior Period, Adjustment
Schedule Of Accounting Policies [Line Items]
Retained earnings		$ (3)	$ (3)	$ 3

Revenue Recognition - Additional Information (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) Segment	Sep. 30, 2019 USD ($)	Jan. 01, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2019 USD ($)
Disaggregation Of Revenue [Line Items]
Number of reportable segment \| Segment			2
Deferred revenue	$ 31		$ 31		$ 62	$ 62	$ 63
Revenue recognized	5	$ 10	49	$ 56
Contract with customer revenue refunded due to cancellations	$ 1		11	$ 2
COVID-19 Pandemic
Disaggregation Of Revenue [Line Items]
Incremental allowance for expected credit losses on accounts receivable and contract assets			$ 8
ASC 606
Disaggregation Of Revenue [Line Items]
Customer invoices due period			30 days

Revenue Recognition - Reconciliation of Disaggregated Revenue to Segment Revenue (Details) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

^[1]

$ 151

$ 428

$ 488

$ 1,225

Hotels, Media & Platform

Experiences & Dining Segment

^[1]

238

287

746

^[1]

141

150

346

Other

Tripadvisor-Branded Hotels | Hotels, Media & Platform

^[1],[2]

133

Tripadvisor-Branded Display and Platform | Hotels, Media & Platform

^[1]

197

235

624

^[1]

$ 13

$ 41

$ 52

$ 122

[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 & Car, Cruises, and Tripadvisor China business units and does not constitute a reportable segment.

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Options Outstanding, Beginning balance

Revenue Recognition - Summary of Balances of Accounts Receivable and Contract Assets from Contracts with Customers (Details) - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Revenue From Contract With Customer [Abstract]
Accounts receivable	$ 80	$ 176
Contract assets	11	7
Total	$ 91	$ 183

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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Numerator:
Net income (loss)	$ (48)	$ 50	$ (217)	$ 110
Denominator:
Weighted average shares used to compute Basic EPS	134,436	139,324	134,963	138,937
Weighted average effect of dilutive securities:
Stock options		29		207
RSUs/MSUs		1,028		1,674
Weighted average shares used to compute Diluted EPS	134,436	140,381	134,963	140,818
Basic EPS	$ (0.36)	$ 0.36	$ (1.61)	$ 0.79
Diluted EPS	$ (0.36)	$ 0.36	$ (1.61)	$ 0.78

Earnings Per Share - Additional Information (Details) - Stock Options, RSUs and MSUs - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	14.5	7.9	15.3	5.8
Certain Performance-Based Awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0.6	0.7	0.6	0.7

Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 28	$ 29	$ 80	$ 91
Income tax benefit from stock-based compensation	(6)	(7)	(17)	(21)
Total stock-based compensation expense, net of tax	22	22	63	70
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	4	5	12	17
Technology and Content
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	12	13	32	40
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 12	$ 11	$ 35	$ 33

Stock Based Awards and Other Equity Instruments - Additional Information (Details)			3 Months Ended		9 Months Ended
	May 27, 2020	May 08, 2020 USD ($) TradingDay	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Capitalized stock based compensation as internal-use software and website development costs			$ 4,000,000	$ 5,000,000	$ 11,000,000	$ 14,000,000
Number of Average Trading Days \| TradingDay		10
Total stock-based compensation expense			28,000,000	29,000,000	80,000,000	91,000,000
Income tax benefits from exercise or settlement of stock-based awards			1,000,000	$ 1,000,000	14,000,000	23,000,000
Other Long-term Liabilities
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Accrued bonus			$ 1,000,000		$ 1,000,000
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Target payment		$ 7,000,000
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Closing stock price \| $ / shares			$ 19.59		$ 19.59
Total intrinsic value					$ 2,000,000	2,000,000
Total fair value of stock options vested					12,000,000	$ 11,000,000
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense			$ 6,000,000		$ 11,000,000
Stock award modification term					On May 27, 2020 and July 15, 2020, the Compensation Committee of the Board of Directors, approved modifications to the Company’s annual RSU and stock option grants, respectively, issued to its employees in the first quarter of 2020. Such modifications reduced the original grant-date vesting period from four years to two years.
Restricted Stock Units \| Maximum \| Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of stock options, grant-date vesting period	4 years
Restricted Stock Units \| Minimum \| Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Term of stock options, grant-date vesting period	2 years
MSUs \| Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Requisite service period for estimated grant-date fair value of stock awards					Dec. 31, 2022

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

9 Months Ended

Sep. 30, 2020

Options Outstanding

6,017

Options Outstanding, Granted

1,091

Options Outstanding, Exercised

(2)

Options Outstanding, Cancelled or expired

(1,220)

Options Outstanding, Ending balance

5,886

Options Outstanding, Exercisable

3,360

Options Outstanding, Vested and expected to vest

^[1]

5,886

Weighted Average Exercise Price per share

Options Outstanding, Weighted Average Exercise Price, Beginning Balance

$ 50.27

Options Granted, Weighted Average Exercise Price

25.29

Options Exercised, Weighted Average Exercise Price

17.22

Options Cancelled or expired, Weighted Average Exercise Price

46.10

Options Outstanding, Weighted Average Exercise Price, Ending balance

46.52

Options Exercisable, Weighted Average Exercise Price

55.74

Options Vested and expected to vest, Weighted Average Exercise Price

^[1]

$ 46.52

Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value

Options Outstanding, Weighted Average Remaining Contractual Life

5 years 6 months

Options Exercisable, Weighted Average Remaining Contractual Life

3 years 6 months

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

^[1]

5 years 6 months

[1]	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 - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Details) - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Risk free interest rate	1.16%	2.40%
Expected term (in years)	5 years 3 months 18 days	5 years 2 months 8 days
Expected volatility	43.25%	42.15%
Weighted-average grant date fair value	$ 10.08	$ 21.69

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

9 Months Ended

Sep. 30, 2020

USD ($)

$ / shares

RSUs outstanding

Unvested outstanding, Beginning balance | shares

8,469

Unvested RSUs, Granted | shares

6,244

Unvested RSUs, Vested and released | shares

(2,542)

^[1]

Unvested RSUs, Cancelled | shares

(3,452)

Unvested outstanding, Ending balance | shares

8,719

Weighted Average Grant-Date Fair Value Per Share

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares

$ 45.42

Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares

24.48

Weighted Average Grant-Date Fair Value Per Share, Vested and released | $ / shares

46.45

^[1]

Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares

37.59

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares

$ 32.65

Aggregate Intrinsic Value

Unvested RSUs outstanding, Aggregate Intrinsic Value | $

$ 171

[1]

Inclusive of 669,525 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows.

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details)	9 Months Ended
	Sep. 30, 2020 shares
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs withheld to satisfy withholding tax requirements	669,525

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

9 Months Ended

Sep. 30, 2020

USD ($)

$ / shares

MSUs outstanding

Unvested outstanding, Beginning balance | shares

389

Unvested MSUs, Granted | shares

133

^[1]

Unvested MSUs, Cancelled | shares

(59)

Unvested outstanding, Ending balance | shares

463

Weighted Average Grant-Date Fair Value Per Share

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares

$ 40.99

Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares

28.15

^[1]

Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares

51.82

Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares

$ 35.92

Aggregate Intrinsic Value

Unvested MSUs outstanding, Aggregate Intrinsic Value | $

$ 9

[1]

Stock Based Awards and Other Equity Instruments - Summary of MSUs Activity (Parenthetical) (Details) - MSUs - Employees	9 Months Ended
	Sep. 30, 2020
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%
Stock awards vesting term	MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of the Nasdaq Composite Total Return Index.
Performance measurement period start date	Jan. 01, 2020
Performance measurement period end date	Dec. 31, 2022

Stock Based Awards and Other Equity Instruments -Summary of Unrecognized Stock-Based Compensation Expense and Weighted Average Period Remaining (Details) $ in Millions	9 Months Ended
	Sep. 30, 2020 USD ($)
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense	$ 22
Weighted average period remaining (in years)	1 year 10 months 24 days
RSUs/MSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average period remaining (in years)	1 year 10 months 24 days
Unrecognized compensation expense	$ 193

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Jun. 30, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Short-term marketable securities outstanding	$ 0		$ 0		$ 0
Long-term marketable securities outstanding	0		0		0
Net gain related to forward contracts		$ 1,000,000	1,000,000	$ 1,000,000
Senior notes, carrying value	490,000,000		$ 490,000,000
Foreign currency exchange contracts maturity period, maximum			90 days
Earnings (losses) from equity method investment, net	1,000,000		$ 2,000,000
Equity securities without readily determinable fair value	2,000,000		$ 2,000,000		14,000,000
Redemption value of shares in return for collateralized note receivable						$ 10,000,000
Other Long-Term Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Redeemable noncontrolling interest, settlement amount						$ 20,000,000
Percentage of notes receivable due in 5 years			50.00%
Percentage of notes receivable due in 10 years			50.00%
Allowance for credit loss under ASC 326	3,000,000		$ 3,000,000
Net of accumulated allowance for credit losses, Carrying value	$ 14,000,000		$ 14,000,000
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%		40.00%
Impairment loss on equity method investments	$ 0		$ 0
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	38,000,000		38,000,000		$ 41,000,000
Customer Concentration Risk \| Sales \| Expedia
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Customer concentration risk					10.00%
Customer Concentration Risk \| Sales \| Booking
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Customer concentration risk					10.00%
Customer Concentration Risk \| Sales \| Expedia and Booking
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Customer concentration risk					33.00%
7.000% senior notes due July 15, 2025 \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Estimated fair value of the outstanding senior notes	523,000,000		523,000,000
Senior notes, carrying value	490,000,000		490,000,000
Debt instrument, issuances costs	$ 10,000,000		$ 10,000,000

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

9 Months Ended

Sep. 30, 2020

Dec. 31, 2019

Derivatives Fair Value [Line Items]

Derivative instruments not designated as hedging instruments, description of terms

Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts

Derivatives Fair Value [Line Items]

Foreign currency exchange - forward contracts

^[1],[2]

$ 5,000,000

$ 10,000,000

[1]	Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had one outstanding derivative contract as of September 30, 2020 and December 31, 2019. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.
[2]	The fair value of our outstanding derivative as of September 30, 2020 and December 31, 2019 was not material.

Financial Instruments and Fair Value Measurements - Notional Principal Amounts of Outstanding Derivative Instruments (Parenthetical) (Details) - Contract	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019
Derivatives Fair Value [Line Items]
Maximum maturity period of outstanding derivatives are not designated as hedging instruments	90 days
Not Designated as Hedging Instrument \| Foreign Exchange-forward Contracts
Derivatives Fair Value [Line Items]
Number of outstanding derivatives contracts	1	1

Goodwill - Additional Information (Details)	3 Months Ended		9 Months Ended
Goodwill - Additional Information (Details)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($) ReportingUnit	Sep. 30, 2020 USD ($)
Goodwill [Line Items]
Number of distinct reporting units \| ReportingUnit		4
Goodwill, impairment loss	$ 3,000,000	$ 0	$ 3,000,000
China Reporting Unit
Goodwill [Line Items]
Goodwill, impairment loss	$ 3,000,000

Goodwill - Summary of Goodwill Activity by Reportable Segments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2020
Goodwill [Line Items]
Balance as of December 31, 2019			$ 840,000,000
Impairment	$ (3,000,000)	$ 0	(3,000,000)
Balance as of September 30, 2020	843,000,000		843,000,000
Operating Segments
Goodwill [Line Items]
Balance as of December 31, 2019			840,000,000
Impairment			(3,000,000)
Disposition			(6,000,000)
Foreign currency translation adjustments			6,000,000
Other adjustments			6,000,000
Balance as of September 30, 2020	843,000,000		843,000,000
Operating Segments \| Hotels, Media & Platform
Goodwill [Line Items]
Balance as of December 31, 2019			405,000,000
Re-allocation of goodwill			2,000,000
Balance as of September 30, 2020	407,000,000		407,000,000
Operating Segments \| Experiences & Dining Segment
Goodwill [Line Items]
Balance as of December 31, 2019			333,000,000
Foreign currency translation adjustments			7,000,000
Other adjustments			6,000,000
Balance as of September 30, 2020	346,000,000		346,000,000
Operating Segments \| Other
Goodwill [Line Items]
Balance as of December 31, 2019			102,000,000
Re-allocation of goodwill			(2,000,000)
Impairment			(3,000,000)
Disposition			(6,000,000)
Foreign currency translation adjustments			(1,000,000)
Balance as of September 30, 2020	$ 90,000,000		$ 90,000,000

Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2020

Mar. 31, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

May 05, 2020

Dec. 31, 2019

May 12, 2017

Jun. 30, 2015

Total interest expense and commitments fees

$ 13,000,000

$ 2,000,000

$ 22,000,000

$ 5,000,000

Unpaid interest and commitment fees

^[1]

9,000,000

Second Amendment

Minimum liquidity required

$ 150,000,000

2015 Credit Facility

Total interest expense and commitments fees

2,000,000

$ 0

9,000,000

$ 1,000,000

2015 Credit Facility | Accrued Expenses and Other Current Liabilities

Unpaid interest and commitment fees

1,000,000

$ 1,000,000

$ 0

2015 Credit Facility | Revolving Credit Facility

Credit facility, expiration period

5 years

Outstanding borrowings

$ 0

Amount borrowed

$ 700,000,000

Line Of Credit Facility Unused Capacity Commitment Fee Percentage

0.50%

Lender fees and debt financing costs capitalized

4,000,000

$ 4,000,000

2015 Credit Facility | Revolving Credit Facility | LIBOR

Basis spread on variable rate

2.25%

Floor Interest Rate

1.00%

2015 Credit Facility | Letter of Credit

Letters of credit outstanding amount

15,000,000

$ 15,000,000

3,000,000

2015 Credit Facility | Borrowings On Same Day Notice

2015 Credit Facility | First Amendment | Revolving Credit Facility

$ 40,000,000

Credit facility, maturity date

$ 1,200,000,000

$ 1,000,000,000.0

Jun. 26, 2020

Credit facility, extended maturity date

May 12, 2022

Credit Facility, description

On May 12, 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”).

2015 Credit Facility | Second Amendment | Revolving Credit Facility

Credit Facility, description

$ 1,000,000,000.0

On May 5, 2020, we amended our 2015 Credit Facility (“Second Amendment”) to, among other things, suspend the leverage ratio covenant on this facility beginning in the second quarter of 2020 and ending prior to September 30, 2021 (or such earlier date as elected by the Company), and replacing it with a minimum liquidity covenant, or the Leverage Covenant Holiday, that requires us to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity, which will apply only during the Leverage Covenant Holiday, provide collateral to secure the obligations under the agreement, as well as downsizing its capacity to $1.0 billion from $1.2 billion

[1]	Amount relates primarily to accrued interest on our Senior Notes, and to a lesser extent commitment fees on the daily unused portion of our 2015 Credit Facility. Refer to “Note 8: Debt” for additional information.

Debt - Issuance of Senior Notes - Additional Information (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Jul. 09, 2020

Jul. 31, 2020

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

Unpaid interest in accrued expenses and other current liabilities

^[1]

$ 9,000,000

13,000,000

$ 2,000,000

22,000,000

$ 5,000,000

2015 Credit Facility

7.000% senior notes due July 15, 2025

2,000,000

$ 0

9,000,000

$ 1,000,000

Debt instrument, issuance date

Jul. 09, 2020

Debt instrument, aggregate principal amount

$ 500,000,000

Debt instrument, interest rate

7.00%

Debt Instrument, date of first required payment of interest

Jan. 15, 2021

Debt Instrument, maturity date

Jul. 15, 2025

Debt instruments purchase agreement date

Jul. 07, 2020

Debt instrument, redemption, description

Debt Instrument, redemption price, percentage of principal amount redeemed

100.00%

Debt instruments offer to purchase percentage of principal amount repurchased

101.00%

7.000% senior notes due July 15, 2025 | 2015 Credit Facility

Debt instrument, issuances costs

$ 10,000,000

Outstanding debt

500,000,000

Unpaid interest in accrued expenses and other current liabilities

8,000,000

$ 8,000,000

7.000% senior notes due July 15, 2025 | Before July 15, 2022

$ 8,000,000

Debt instrument, redemption price, percentage

40.00%

[1]	Amount relates primarily to accrued interest on our Senior Notes, and to a lesser extent commitment fees on the daily unused portion of our 2015 Credit Facility. Refer to “Note 8: Debt” for additional information.

Debt - Chinese Credit Facility - Additional Information (Details) - Chinese Credit Facility - Chinese Credit Facility Boa - USD ($)	9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility			$ 30,000,000
Period of credit facility	1 year
Outstanding borrowings		$ 0	$ 0

Accrued salary, bonus, and related benefits

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.

+ References + Details

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Income Taxes [Line Items]
Income tax expense (benefit)	$ (10,000,000)	$ 23,000,000	$ (48,000,000)	$ 63,000,000
Income tax rate differential benefit amount	3,000,000		22,000,000
Accrued interest liability	25,000,000		25,000,000
Accrued penalties	$ 0		0
Cumulative income tax expense recorded upon non-company related litigation					$ 15,000,000
Minimum \| Expedia \| IRS \| Tax Years 2009 through 2016
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated			105,000,000
Maximum \| Expedia \| IRS \| Tax Years 2009 through 2016
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated			$ 115,000,000

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

Sep. 30, 2020

Dec. 31, 2019

Payables And Accruals [Abstract]

$ 31

$ 74

Accrued marketing costs

Accrued interest payable

^[1]

Current income tax payables

Finance lease liability - current portion

Operating leases liability - current portion

Restructuring and other related reorganization costs

^[2]

Other

Total

$ 148

$ 203

[1]

[2]

Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Parenthetical) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2020
Accrued Expenses and Other Current Liabilities [Line Items]
Pre-tax restructuring and other related reorganization costs			$ 42
Employee Severance and Related Benefits
Accrued Expenses and Other Current Liabilities [Line Items]
Pre-tax restructuring and other related reorganization costs	$ 33	$ 9	$ 42

Accrued Expenses and Other Current Liabilities - Summary of Restructuring and Other Related Reorganization Costs (Details) $ in Millions	9 Months Ended
	Sep. 30, 2020 USD ($)
Restructuring Cost And Reserve [Line Items]
Accrued liability as of December 31, 2019	$ 203
Charges	42
Accrued liability as of September 30, 2020	148
Restructuring and Other Related Reorganization Costs
Restructuring Cost And Reserve [Line Items]
Accrued liability as of December 31, 2019	1
Charges	42
Payments	(41)
Accrued liability as of September 30, 2020	$ 2

Commitments and Contingencies - Additional Information (Details) - 7.000% senior notes due July 15, 2025 - USD ($)	Sep. 30, 2020	Jul. 09, 2020
Commitment And Contingencies [Line Items]
Debt instrument, aggregate principal amount	$ 500,000,000	$ 500,000,000
Debt instrument, interest rate	7.00%	7.00%

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Equity [Abstract]
Repurchase of common stock, shares	0	0	4,707,450	0
Aggregate cost of shares repurchased, common stock			$ 115
Average price of shares repurchased, common stock			$ 24.32
Remaining authorized share repurchased amount	$ 75		$ 75		$ 190
Treasury stock, shares	18,844,614		18,844,614		14,116,534
Aggregate cost of treasury stock	$ 722		$ 722		$ 607

Segment Information - Additional Information (Details)	9 Months Ended
Segment Information - Additional Information (Details)	Sep. 30, 2020 Segment
Segment Reporting [Abstract]
Number of reportable segment	2

Segment Information - Summary of Segment Information (Details) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

^[1]

$ 151,000,000

$ 428,000,000

$ 488,000,000

$ 1,225,000,000

Depreciation and amortization

15,000,000

129,000,000

(18,000,000)

347,000,000

(30,000,000)

(32,000,000)

(94,000,000)

(92,000,000)

Stock-based compensation

(28,000,000)

(29,000,000)

(80,000,000)

(91,000,000)

Restructuring and other related reorganization costs

(42,000,000)

Impairment of goodwill

(3,000,000)

$ 0

(3,000,000)

Operating income (loss)

(46,000,000)

68,000,000

(237,000,000)

164,000,000

Other income (expense), net

(12,000,000)

5,000,000

(28,000,000)

9,000,000

Income (loss) before income taxes

(58,000,000)

73,000,000

(265,000,000)

173,000,000

(Provision) benefit for income taxes

10,000,000

(23,000,000)

48,000,000

(63,000,000)

Net income (loss)

(48,000,000)

50,000,000

(217,000,000)

110,000,000

Hotels, Media & Platform

Experiences & Dining Segment

^[1]

80,000,000

238,000,000

287,000,000

746,000,000

^[1]

53,000,000

141,000,000

150,000,000

346,000,000

Other

^[2]

18,000,000

49,000,000

51,000,000

133,000,000

^[2]

10,000,000

21,000,000

13,000,000

42,000,000

Operating Segments

Operating Segments | Hotels, Media & Platform

Impairment of goodwill

(3,000,000)

80,000,000

^[3]

238,000,000

^[4]

287,000,000

^[3]

746,000,000

^[4]

Operating Segments | Experiences & Dining Segment

4,000,000

^[3]

93,000,000

^[4]

25,000,000

^[3]

306,000,000

^[4]

53,000,000

141,000,000

150,000,000

346,000,000

Corporate and Unallocated

1,000,000

15,000,000

(56,000,000)

(1,000,000)

Depreciation and amortization

(30,000,000)

(32,000,000)

(94,000,000)

(92,000,000)

Stock-based compensation

(28,000,000)

$ (29,000,000)

(80,000,000)

$ (91,000,000)

Restructuring and other related reorganization costs

(42,000,000)

Impairment of goodwill

$ (3,000,000)

[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 & Car, Cruises, and Tripadvisor China business units and does not constitute a reportable segment.
[3]	Includes allocated corporate general and administrative costs of $14 million and $48 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $3 million and $8 million for the three and nine months ended September 30, 2020, respectively.
[4]	Includes allocated corporate general and administrative costs of $20 million and $51 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $18 million and $73 million for the three and nine months ended September 30, 2019, respectively.

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

3 Months Ended

9 Months Ended

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2020

Sep. 30, 2019

General and administrative

^[1]

$ 35

$ 51

$ 129

$ 138

Operating Segments | Hotels, Media & Platform