0000950170-22-001481 | 10-K | XBRL Viewer

Other comprehensive income (loss), net of tax:

$ (148)

$ (289)

$ 126

Foreign currency translation adjustments, net of tax

(24)

^[1]

Reclassification adjustments included in net income (loss), net of tax

(2)

Total other comprehensive income (loss), net of tax

(22)

(1)

Comprehensive income (loss)

$ (170)

$ (260)

$ 125

[1]	Deferred income tax liabilities related to these amounts are not material. Refer to “Note 12: Income Taxes” for further information.

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

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Beginning balance at Dec. 31, 2018

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents (Note 5)	$ 723	$ 418
Accounts receivable and contract assets, net of allowance for credit losses of $28 and $33, respectively (Note 2, Note 4)	142	83
Income taxes receivable (Note 12)	49	50
Prepaid expenses and other current assets	26	22
Total current assets	940	573
Property and equipment, net	215	240
Operating lease right-of-use assets (Note 7)	42	54
Intangible assets, net (Note 8)	65	86
Goodwill (Note 8)	843	862
Non-marketable investments (Note 5)	36	40
Deferred income taxes, net (Note 12)	54	10
Other long-term assets, net of allowance for credit losses of $10 and $5, respectively	94	104
TOTAL ASSETS	2,289	1,969
Current liabilities:
Accounts payable	27	18
Deferred merchant payables (Note 2)	113	36
Deferred revenue (Note 4)	36	28
Accrued expenses and other current liabilities (Note 9)	181	160
Total current liabilities	357	242
Long-term debt (Note 10)	833	491
Finance lease obligation, net of current portion (Note 7)	65	71
Operating lease liabilities, net of current portion (Note 7)	29	46
Deferred income taxes, net (Note 12)	1	10
Other long-term liabilities (Note 11)	215	223
Total Liabilities	1,500	1,083
Commitments and contingencies (Note 13)
Stockholders’ equity: (Note 16)
Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0
Additional paid-in capital	1,326	1,253
Retained earnings	241	389
Accumulated other comprehensive income (loss)	(56)	(34)
Treasury stock-common stock, at cost, 18,844,614 and 18,844,614 shares, respectively	(722)	(722)
Total Stockholders’ Equity	789	886
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,289	$ 1,969

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Allowance for credit losses	$ 28	$ 33
Other long-term assets, allowance for credit losses	$ 10	$ 5
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	144,656,649	140,775,221
Common stock, shares outstanding	125,812,035	121,930,607
Treasury stock, shares	18,844,614	18,844,614
Class B Common Stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	12,799,999	12,799,999
Common stock, shares outstanding	12,799,999	12,799,999

Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Millions

Total

Cumulative Effect, Period of Adoption, Adjustment

Revision of Prior Period, Adjustment

Class B Common Stock

Common Stock

Additional Paid-in Capital

Retained Earnings

Cumulative Effect, Period of Adoption, Adjustment

Revision of Prior Period, Adjustment

Accumulated Other Comprehensive Income (Loss)

Treasury Stock

$ 1,471

$ 1,037

$ 1,043

$ (62)

$ (547)

Beginning balance, shares at Dec. 31, 2018

12,799,999

137,158,010

(12,056,688)

Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2019

126

$ 3

Other comprehensive income (loss), net of tax

(1)

Issuance of common stock related to exercise of options and vesting of RSUs

Issuance of common stock related to exercise of options and vesting of RSUs, shares

1,540,297

Repurchase of common stock (Note 16)

$ (60)

Repurchase of common stock, shares

(2,059,846)

Cash dividends declared to stockholders

$ (488)

(488)

Common stock dividend equivalents awarded to holders of nonvested restricted stock units

(3)

Withholding taxes on net share settlements of equity awards

(29)

Stock-based compensation (Note 15)

140

Ending balance at Dec. 31, 2019

1,161

1,150

681

(63)

$ (607)

Ending balance, shares at Dec. 31, 2019

12,799,999

138,698,307

(14,116,534)

Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2020

(289)

389

$ (3)

Other comprehensive income (loss), net of tax

Issuance of common stock related to exercise of options and vesting of RSUs

Issuance of common stock related to exercise of options and vesting of RSUs, shares

2,076,914

Repurchase of common stock (Note 16)

$ (115)

Repurchase of common stock, shares

(4,707,450)

Withholding taxes on net share settlements of equity awards

$ (21)

(21)

Stock-based compensation (Note 15)

124

Other, shares

(20,630)

Ending balance at Dec. 31, 2020

$ 886

1,253

389

(34)

$ (722)

Ending balance, shares at Dec. 31, 2020

121,930,607

12,799,999

140,775,221

(18,844,614)

Cumulative effect adjustment from adoption of new accounting guidance at Dec. 31, 2021

$ (148)

(148)

241

Other comprehensive income (loss), net of tax

(22)

Issuance of common stock related to exercise of options and vesting of RSUs

$ 8

Issuance of common stock related to exercise of options and vesting of RSUs, shares

705,000

^[1]

3,881,428

Repurchase of common stock, shares

Purchase of capped calls, net of tax of $9 million (Note 10)

$ (26)

(26)

Withholding taxes on net share settlements of equity awards

(44)

Stock-based compensation (Note 15)

135

Ending balance at Dec. 31, 2021

$ 789

$ 1,326

$ 241

$ (56)

$ (722)

Ending balance, shares at Dec. 31, 2021

125,812,035

12,799,999

144,656,649

(18,844,614)

[1]

Inclusive of approximately 390,000 stock options for the year ended December 31, 2021, which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. Potential shares which had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
Statement Of Stockholders Equity [Abstract]
Net of tax from purchase of capped calls \| $	$ 9
Common stock dividends per share declared \| $ / shares	$ 0

Consolidated Statements of Cash Flows - USD ($)

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Operating activities:

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

$ (148,000,000)

$ (289,000,000)

$ 126,000,000

Depreciation and amortization

111,000,000

125,000,000

126,000,000

Stock-based compensation expense (Note 15)

120,000,000

109,000,000

124,000,000

Deferred income tax expense (benefit) (Note 12)

(44,000,000)

(1,000,000)

6,000,000

Provision for expected credit losses (Note 2)

3,000,000

17,000,000

11,000,000

Impairment of goodwill (Note 8)

3,000,000

^[1]

Loss on sale/disposal of business (Note 18)

^[2]

6,000,000

Other, net

19,000,000

11,000,000

(3,000,000)

Changes in operating assets and liabilities, net of effects from acquisitions and other investments:

Accounts receivable and contract assets, prepaid expenses and other assets

(73,000,000)

92,000,000

23,000,000

Accounts payable, accrued expenses and other liabilities

30,000,000

(28,000,000)

(1,000,000)

Deferred merchant payables

81,000,000

(124,000,000)

(3,000,000)

Income tax receivables/payables, net

1,000,000

(81,000,000)

17,000,000

Deferred revenue

8,000,000

(34,000,000)

(2,000,000)

Net cash provided by (used in) operating activities

108,000,000

(194,000,000)

424,000,000

Investing activities:

Capital expenditures, including capitalized website development

(54,000,000)

(55,000,000)

(83,000,000)

Acquisitions and other investments, net of cash acquired (Note 3)

(4,000,000)

(110,000,000)

Purchases of marketable securities

(133,000,000)

Sales of marketable securities

80,000,000

Maturities of marketable securities

70,000,000

Other investing activities, net

3,000,000

Net cash provided by (used in) investing activities

(54,000,000)

(56,000,000)

(176,000,000)

Repurchase of common stock (Note 16)

(115,000,000)

(60,000,000)

Payment of common stock cash dividends to stockholders (Note 16)

(488,000,000)

Purchase of capped calls in connection with 2026 Senior Notes (Note 10)

(35,000,000)

Payments of financing costs for the issuance of Senior Notes (Note 10)

(10,000,000)

Proceeds from exercise of stock options (Note 15)

8,000,000

2,000,000

Payment of withholding taxes on net share settlements of equity awards

(44,000,000)

(21,000,000)

(29,000,000)

Payments of finance lease obligation (Note 7)

(6,000,000)

(5,000,000)

Net cash provided by (used in) financing activities

263,000,000

341,000,000

(580,000,000)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

(12,000,000)

8,000,000

(4,000,000)

Net increase (decrease) in cash, cash equivalents and restricted cash

305,000,000

99,000,000

(336,000,000)

Cash, cash equivalents and restricted cash at beginning of period

418,000,000

319,000,000

655,000,000

Cash, cash equivalents and restricted cash at end of period

723,000,000

418,000,000

319,000,000

Supplemental disclosure of cash flow information:

Cash paid during the period for income taxes, net of refunds

5,000,000

3,000,000

47,000,000

Cash paid during the period for interest

43,000,000

13,000,000

6,000,000

Supplemental disclosure of non-cash investing and financing activities:

Stock-based compensation capitalized with internal-use software and website development costs (Note 15)

13,000,000

15,000,000

19,000,000

Equity method investment acquired for non-cash consideration (Note 5)

$ 41,000,000

2026 Senior Notes

Proceeds from issuance of Senior Notes, net of financing costs (Note 10)

$ 340,000,000

2025 Senior Notes

Proceeds from issuance of Senior Notes, net of financing costs (Note 10)

500,000,000

Credit Facility

Proceeds from credit facility

700,000,000

Payment of financing costs related to Credit Facility (Note 10)

(7,000,000)

Payments to Credit Facility (Note 10)

$ 700,000,000

[1]	Represents a goodwill impairment charge related to our Tripadvisor China reporting unit.
[2]	Related to loss on disposal on the sale of our SmarterTravel business during June 2020.

Organization and Business Description

12 Months Ended

Dec. 31, 2021

Organization and Business Description

NOTE 1: ORGANIZATION AND BUSINESS DESCRIPTION

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

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

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

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

As a result of these transactions, and as of December 31, 2021, LTRIP beneficially owned approximately 16.4 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute approximately 13% 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 approximately 21% 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 nearly 57% of our voting power.

Description of Business

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

In 2000, under our flagship brand Tripadvisor, we launched www.Tripadvisor.com in the U.S. Since then, we have built a portfolio of travel guidance brands and businesses, seamlessly connecting travelers to destinations, accommodations, travel activities and experiences, and restaurants in over 40 markets and over 20 languages worldwide. Tripadvisor features more than 1 billion reviews and opinions on nearly 8 million hotels and other accommodations, restaurants, experiences, airlines and cruises. 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, 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.

Risks and Uncertainties

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and on March 11, 2020 was declared a global 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 year ended December 31, 2020, and to a lesser degree during the year ended December 31, 2021 as the travel industry experienced, albeit uneven, ongoing recovery.

In response to the COVID-19 pandemic, we took several steps to further strengthen our financial position and balance sheet including but not limited to, restructuring activities, primarily by significantly reducing our ongoing operating expenses and headcount. During the year ended December 31, 2020, the Company incurred total restructuring and other related reorganization costs of $41 million which consisted of employee severance and related benefits. These costs were fully paid by the Company as of December 31, 2020. In addition, in order to maintain financial liquidity and flexibility during this time period, the Company (i) borrowed $700 million from our Credit Facility in the first quarter of 2020 (subsequently repaid during the third quarter of 2020); (ii) amended our Credit Agreement, which included short-term financial covenant relief and the extension of the maturity date from May 12, 2022 to May 12, 2024; and (iii) raised additional financing through the issuance of $500 million in Senior Notes by the Company in July 2020, all which are described in more detail in “Note 10: Debt”.

In the fourth quarter of 2020, multiple COVID-19 vaccines were approved for widespread distribution throughout various parts of the world, including the United States and Europe, and in the first quarter of 2021, vaccination distribution programs were initiated around the world. Vaccine programs in our largest markets, the U.S. and Europe, appear to be progressing well, and we expect the same for much of the rest of the world. We are encouraged by these developments; however, while we have seen varying degrees of containment of the virus (including variants) in various countries and positive signs of growing travel demand recovery during 2021, the degree of containment and the recovery in travel has varied both region-to-region on a global basis, as well as state-to-state in the U.S. For example, as COVID-19 cases resurged or as new variants were identified, government restrictions and mandates were reinstated in certain geographies globally during 2021.

Therefore, we continue to be subject to risks and uncertainties as a result of the COVID-19 pandemic. The timing of widespread vaccine distributions, efficacy against any future or recent variants (e.g., Delta and Omicron) of COVID-19, whether there will be resurgences of the virus and subsequent government restrictions, the extent and effectiveness of containment actions taken, and whether consumers demand for travel and hospitality services will continue to be negatively impacted remain uncertain. We do not know the future path or rate of global or regional COVID-19 transmission, including existing COVID-19 variants (e.g., Delta and Omicron) or future variants, if any, nor do we have visibility into when remaining or reinstated restrictions will be lifted, and where additional restrictions may be implemented or reinstated in the future due to resurgence of the virus. Correspondingly, we still do not have forward-looking visibility into the long-term impacts related to consumer demand for travel, usage patterns on our platform, and travel behavior patterns when all travel bans and other government restrictions and mandates are fully lifted.

Therefore, the continuing extent of the impact of the COVID-19 pandemic on our business, results of operations, liquidity and financial condition remains uncertain, and is dependent on future developments that cannot be accurately predicted at this time. We continue to believe the travel, leisure, hospitality, and restaurant industries (collectively, the “travel industry”), and our financial results, will continue to be adversely and materially affected while the pandemic continues, new variants emerge, and lingering travel bans and other government restrictions and mandates continue to remain in place or be reinstated, all of which negatively impact consumer demand, sentiment and discretionary spending patterns.

Seasonality

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

stays, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative.

Other factors may also impact typical seasonal fluctuations, which include further significant shifts in our business mix or adverse economic conditions that could result in future seasonal patterns that are different from historical trends. For example, due to the impact of COVID-19 on our business, we did not experience our typical seasonal pattern for revenue and operating profits during the year ended December 31, 2020. COVID-19 contributed significantly to unfavorable working capital trends and material negative operating cash flow during the year ended December 31, 2020, most notably occurring during the first half of 2020, when we typically generate significant positive cash flow.

Although consumer demand, traveler hotel and rental stays, and travel activities and experiences taken generally remain materially lower than historic levels, these trends have improved during 2021, resulting in increased revenues, and working capital and operating cash flow more akin to typical historical seasonality trends. However, it is difficult to predict the seasonality for 2022, given the sustained uncertainty related to the continued economic impact of the COVID-19 pandemic, and the ultimate shape and timing of a recovery in our key markets.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Significant Accounting Policies

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

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

One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ 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.

Accounting Estimates

We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimate underlying our consolidated financial statements is accounting for income taxes. The COVID-19 pandemic has created 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

Revenue Recognition

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

Cost of Revenue

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

Selling and Marketing

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

Advertising costs

We incur advertising costs, consisting of online advertising expense, primarily SEM and other online traffic costs, and offline advertising costs, including television, to promote our brands. We expense the costs associated with communicating the advertisements in the period in which the advertisement takes place. We expense the production costs associated with advertisements in the period in which the advertisement first takes place. For the years ended December 31, 2021, 2020 and 2019, we recorded advertising expense of $282 million, $118 million, and $423 million, respectively, in selling and marketing expense on our consolidated statements of operations. We include prepaid advertising expenses in prepaid expenses and other current assets on our consolidated balance sheet, which was not material as of December 31, 2021 and 2020.

Technology and Content

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

General and Administrative

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

Stock-Based Compensation

Stock Options. Our employee stock options generally consist of service based awards. The exercise price is equal to the market price of the underlying shares of our common stock at the date of grant. In this regard, when granting stock option awards, our practice is to determine the applicable grant date and to specify that the exercise price shall be the closing price of our common stock on the date of grant. Our stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. We amortize the grant-date fair value of our stock option grants as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair value of the award that is vested at that date.

The estimated grant-date fair value of stock options is calculated using a Black-Scholes Merton option-pricing model (“Black-Scholes model”). The Black-Scholes model incorporates assumptions to fair value stock-based awards, which includes the risk-free rate of return, expected volatility, expected term, and expected dividend yield.

Our risk-free interest rate is based on the yields currently available on zero-coupon U.S. Treasury issues, in effect at the time of the grant, whose remaining maturity period most closely approximates the stock option’s expected term assumption. Our expected volatility is calculated by equally weighting the historical volatility and implied volatility on our own common stock. Historical volatility is determined using actual daily price observations of our common stock price over a period equivalent to or approximate to the expected term of our stock option grants to date. Implied volatility represents the volatility calculated from the observed prices of our actively traded options on our common stock. When measuring implied volatility for a specific employee stock option grant, we generally rely on traded contracts with six month maturities or more and exercise prices approximately equal to the exercise price of the specific option grant. We estimate our expected term using historical exercise behavior and expected post-vest termination data. Our expected dividend yield is zero as we have not historically paid regular cash dividends on our common stock and do not expect to pay regular cash dividends for the foreseeable future.

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

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

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

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

Income Taxes

We record income taxes under the asset and liability method. Deferred tax assets and liabilities reflect our estimation of the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for book and tax purposes. We determine deferred income taxes based on the differences in accounting methods and timing between financial statement and income tax reporting. Accordingly, we determine the deferred tax asset or liability for each temporary difference based on the enacted income tax rates expected to be in effect when we realize the underlying items of income and expense. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as

well as assessing available tax planning strategies. We may establish a valuation allowance to reduce deferred tax assets to the amount we believe is more likely than not to be realized. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. We classify deferred tax assets and liabilities as noncurrent on our consolidated balance sheet.

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

Cash, Cash Equivalents and Marketable Securities

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

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

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

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

We continually review any available-for-sale securities to determine whether their fair value is below their carrying value. If the fair value of an available-for-sale security is below their carrying value, and either we intend to sell the security or we will be required to sell before recovery, then the difference between fair value and carrying value is recognized as a loss in other income (expense), net on our consolidated statements of operations. If we do not intend to sell and we will not be required to sell before recovery, then we analyze whether a portion of the unrealized loss is the result of a credit loss. When a portion of the unrealized loss is the result of a credit loss, we recognize an allowance for credit losses on our consolidated balance sheet and a corresponding loss in other income (expense), net on our consolidated statements of operations. Any portion of the unrealized loss on the available-for-sale securities that is not attributable to a credit loss would be recognized as an unrealized loss in accumulated other comprehensive income (loss) within our consolidated statements of changes in stockholders’ equity.

The Company's investment portfolio at any point in time may contain investments, including, 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, overnight demand 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 December 31, 2021 and 2020, the Company had no available-for-sale securities.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for credit losses. We record accounts receivable at the invoiced amount. Our customer invoices are generally due 30 days from the time of invoicing. The Company historically recorded an allowance for doubtful accounts using the incurred loss model. Upon adoption of ASC 326 – Financial Instruments – Credit Losses (“ASC 326”), the Company transitioned to the “expected credit loss” methodology in estimating its allowance for credit losses, which the Company adopted on January 1, 2020.

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.

The following table presents the changes in our allowance for credit losses for the periods presented:


	December 31,
	2021			2020			2019
	(in millions)
Allowance for credit losses:
Balance, beginning of period	$	33		$	25		$	21
Provision charged to expense		3			17			11
Write-offs, net of recoveries and other adjustments		(8	)		(9	)		(7	)
Balance, end of period	$	28		$	33		$	25

Property and Equipment

We record property and equipment at cost, net of accumulated depreciation. We capitalize certain costs incurred during the application development stage related to the development of websites and internal use software when it is probable the project will be completed and the software will be used as intended. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. We expense costs related to the planning and post-implementation phases of website development as these costs are incurred.

Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized.

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

Leases

We lease office space in a number of countries around the world, generally under non-cancelable operating lease agreements. Our Headquarters Lease is our most significant office space lease and is accounted for as a finance lease under GAAP. The Company has also entered into data center and certain equipment leases, such as network equipment and other leases, which are not material to our consolidated financial statements. Refer to “Note 7: Leases” for a discussion of our lease accounting policy and other required financial disclosures.

Non-Marketable Equity Investments

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

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

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

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

Business Combinations

We account for acquired businesses using the acquisition method of accounting which requires that tangible assets and identifiable intangible assets acquired and assumed liabilities be recorded at the date of acquisition at their respective fair values. Any excess purchase price over the estimated fair value of the net tangible and intangible

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

Goodwill and Intangible Assets

Goodwill

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

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

In determining the estimated fair values of reporting units in a quantitative goodwill impairment test, we generally use a blend, of the following recognized valuation methods: the income approach (discounted cash flows model) and the market valuation approach, which we believe compensates for the inherent risks of using either model on a stand-alone basis. The discounted cash flows model indicates the fair value of the reporting units based on the present value of the cash flows that we expect the reporting units to generate in the future. Our significant estimates in the discounted cash flows model include: weighted average cost of capital; long-term rate of growth and profitability of the reporting unit; income tax rates and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison to comparable publicly traded firms in similar lines of business and other precedent transactions. Our significant estimates in the market approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and/or income multiples in estimating the fair value of the reporting units. Valuations are performed by management or third-party valuation specialists under management's supervision, where appropriate. We believe that the estimated fair values assigned to our reporting units in impairment tests are based on reasonable assumptions that marketplace participants would use. However, such assumptions are inherently uncertain and actual results could differ from those estimates. The use of different assumptions, estimates

or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge.

Intangible Assets

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

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

Impairment of Long-Lived Assets

We periodically review the carrying amount of our definite-lived intangible assets and other long-term assets, including property and equipment and capitalized website development, to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, we assess the recoverability of the asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset of the group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, we will estimate the fair value of the asset group using appropriate valuation methodologies which would typically include an estimate of discounted cash flows, using an appropriate discount rate. Any impairment would be measured by the amount that the carrying values, of such asset groups, exceed their fair value and would be included in operating income (loss) on the consolidated statement of operations. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. We have not identified any circumstances that would warrant an impairment charge for any recorded definite-lived intangibles or other long-term assets on our consolidated balance sheets at December 31, 2021 or 2020.

Deferred Merchant Payables

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

operator and this operating cycle represents a working capital source or use of cash to us. Our deferred merchant payables balance was $113 million and $36 million at December 31, 2021 and 2020, respectively, on our consolidated balance sheets. The increase in our deferred merchant payables during the year ended December 31, 2021 was primarily due to the ongoing recovery in the business from the impact of COVID-19 on our results of operations. Refer to “Note 4: Revenue Recognition” for further discussion of the impact COVID-19 had on our deferred merchant payables balance in our consolidated balance sheets.

Derivative Financial Instruments

We account for derivative instruments that do not qualify for hedge accounting as either assets or liabilities and carry them at fair value, with any subsequent adjustments to fair value recorded in other income (expense), net on our consolidated statements of operations. Monetary assets and liabilities denominated in a currency other than the functional currency of a given subsidiary are remeasured at spot rates in effect on the balance sheet date with the effects of changes in foreign currency exchange rates reported in other income (expense), net on our consolidated statements of operations. In certain circumstances, we enter into forward contracts to reduce, to the extent practical, our potential exposure to the effects of fluctuating foreign currency exchange rates on our cash flows denominated in foreign currencies. Accordingly, fair value changes in the forward contracts help mitigate the changes in the value of the remeasured assets and liabilities attributable to changes in foreign currency exchange rates, except to the extent of the spot-forward differences. These differences are not expected to be significant due to the short-term nature of the contracts, which to date, have typically had maturities at inception of 90 days or less. The net cash received or paid related to our derivative instruments are classified in other investing activities in our consolidated statements of cash flows. Counterparties to forward contracts consist of major international financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. We do not use derivatives for trading or speculative purposes. We did not enter into any cash flow, fair value or net investment hedges during the years ended December 31, 2021, 2020 or 2019. Refer to “Note 5: Financial Instruments and Fair Value Measurements” for additional information on derivatives.

Foreign Currency Translation and Transaction Gains and Losses

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

In addition, our subsidiaries also engage in transactions in currencies other than its functional currency. Transactions denominated in currencies other than the functional currency are recorded based on foreign currency exchange rates at the time such transactions arise. Subsequent changes in foreign currency exchange rates result in transaction gains and losses which are reflected in our consolidated statements of operations as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. Accordingly, we have recorded net foreign currency exchange losses of $4 million and $2 million for the years ended December 31, 2021 and 2019, respectively, and a net foreign currency exchange gain of $5 million for the year ended December 31, 2020, in other income (expense), net on our consolidated statements of operations. These amounts also include transaction gains and losses, both realized and unrealized from forward contracts.

Fair Value Measurements and Disclosures

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

either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. GAAP provides the following hierarchical levels of inputs used to measure fair value:

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

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

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

Debt Issuance Costs

We defer costs we incur to issue debt, which are presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, and amortize these costs using the effective interest rate method to interest expense over the term of the debt. We also defer costs we incur to enter into or amend a revolving credit facility, which are presented in the balance sheet as a long-term asset, and amortize these costs using the effective interest rate method to interest expense over the term of the credit facility.

Certain Risks and Concentrations

In addition to the impact of COVID-19, which is discussed in “Note 1: Organization and Business Description”, our business is subject to certain risks and concentrations, including a concentration related to dependence on our relationships with our customers. For the years ended December 31, 2021, 2020 and 2019 our two most significant travel partners, Expedia (and its subsidiaries) and Booking (and its subsidiaries), each accounted for 10% or more of our consolidated revenue and together accounted for approximately 34%, 25% and 33%, respectively, of our consolidated revenue, with nearly all of this revenue concentrated in our Hotels, Media & Platform segment. Additionally, our business is dependent on relationships with third-party service operators that we rely on to fulfill service obligations to our customers where the Company is the merchant of record, such as our experience providers and vacation rental owners. However, no one operator’s inventory resulted in more than 10% of our revenue on a consolidated basis in any period presented. Refer to “Note 4: Revenue Recognition” and “Note 20: Segment and Geographic Information” for information regarding concentrations related to geographic and product revenues.

Financial instruments, which potentially subject us to concentration of credit risk at any point in time, generally consist, at any point in time; cash and cash equivalents, corporate debt securities, forward contracts, and accounts receivable. We maintain some cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash is generally composed of available on demand bank 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.

Contingent Liabilities

Periodically, we review the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. We provide disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet

both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. Significant judgment may be required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. We base accruals made on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements.

Treasury Stock

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

Earnings Per Share (“EPS”)

Refer to “Note 17: Earnings Per Share” for a discussion as to how we compute Basic EPS and Diluted EPS.

Recently Adopted Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and embedded conversion features that could be recognized separately from the primary contract. The new accounting guidance requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new accounting guidance requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted, including adoption in any interim period. We early adopted this new guidance in the first quarter of 2021 and there was no impact to any prior periods. Refer to “Note 10: Debt” as the Company applied this guidance to its 2026 Senior Notes.

As of December 31, 2021, there are no other newly issued accounting standards expected to have a material impact on the Company’s financial statements or disclosures.

Acquisitions and Other Investments

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisitions and Other Investments

NOTE 3: ACQUISITIONS AND OTHER INVESTMENTS

We had no material acquisitions during the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2019, we acquired companies which were accounted for as purchases of businesses under the acquisition method, or GAAP. The fair value of purchase consideration has been allocated to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values on the acquisition date, with the remaining amount recorded to goodwill. Acquired goodwill represents the premium we paid over the fair value of the net tangible and intangible assets acquired. We paid a premium in each of these transactions for a number of reasons, including expected operational synergies, the assembled workforces, and the future development initiatives of the assembled workforces. The results of each of these acquired businesses have been included in the consolidated financial statements beginning on the respective acquisition dates. Pro-forma results of operations for these acquisitions have not been presented as the financial impact to our consolidated financial statements, both individually and in aggregate, would not be materially different from historical results. Acquisition-related costs were expensed as incurred. For the year ended December 31, 2019, these costs were $2 million and are included in general and administrative expenses on our consolidated statement of operations.

2019 Acquisition of Businesses and Other Investments

During the year ended December 31, 2019, we completed three acquisitions with a total purchase price consideration of $109 million for 100% ownership of the following: (1) SinglePlatform, an online content

management and syndication platform company based in the U.S. acquired in December 2019, (2) BookaTable, an online restaurant reservation and booking platform company based in the U.K. acquired in December 2019; and (3) Restorando, an online restaurant reservation and booking platform company based in Argentina acquired in February 2019. We paid cash consideration of $107 million, net of $2 million of cash acquired.

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


	Total
Goodwill (1)	$	88
Intangible assets (2)		26
Net tangible assets (liabilities) (3)		(5	)
Total purchase price consideration	$	109

(1)

Goodwill of $53 million is not deductible for tax purposes.

(2)

Identifiable definite-lived intangible assets acquired were comprised of trade names of $2 million with a weighted average life of 2 years, customer lists and supplier relationships of $10 million with a weighted average life of 8 years, subscriber relationships of $6 million with a weighted average life of approximately 3 years, and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses was 6 years, and are being amortized on a straight-line basis over their estimated useful lives from acquisition date.

(3)

Primarily includes cash acquired of $2 million, accounts receivable of $3 million, prepaid expenses and other current assets of $2 million and liabilities assumed of $10 million, including accounts payable, accrued expenses and other current liabilities, and deferred revenue, which reflect their respective fair values at acquisition.

During the year ended December 31, 2019, we also invested $2 million in the equity securities of a privately-held company. Refer to “Note 5: Financial Instruments and Fair Value Measurements” for further disclosure of our non-marketable investments.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue Recognition

NOTE 4: REVENUE RECOGNITION

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

(1)

Identification of the contract, or contracts, with a customer

(2)

Identification of the performance obligations in the contract

(3)

Determination of the transaction price

(4)

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

(5)

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

At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We have provided qualitative information about our performance obligations for our principal revenue streams discussed below. There was no significant revenue recognized in the years ended December 31, 2021, 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.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. Although the substantial majority of our contract costs have an amortization period of less than one year, we have determined contract costs arising from certain sales incentives have an amortization period in excess of one year given the high likelihood of contract renewal. Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2021 and 2020, there were $4 million of unamortized contract costs in other long-term assets on our consolidated balance sheet. We amortize these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling and marketing expense on our consolidated statements of operations during each of the years ended December 31, 2021, 2020 and 2019, were $1 million. We assess such asset for impairment when events or circumstances indicate that the carrying amount may not be recoverable. No impairments were recognized during the years ended December 31, 2021, 2020 and 2019.

The recognition of revenue may require the application of judgment related to the determination of the performance obligations, the timing of when the performance obligations are satisfied and other areas. The determination of our performance obligations does not require significant judgment given that we generally do not provide multiple services to a customer in a transaction, and the point in which control is transferred to the customer is readily determinable. In instances where we recognize revenue over time, we generally have either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of our services. When an estimate for cancellations is included in the transaction price, we base our estimate on historical cancellation rates and current trends. Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing transaction, that are collected by us from a customer, are reported on a net basis, or in other words excluded from revenue on our consolidated financial statements.

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

Hotels, Media & Platform Segment

Tripadvisor-branded Hotels Revenue. Our largest source of Hotels, Media & Platform segment revenue is generated from click-based advertising on Tripadvisor-branded websites, or hotel auction revenue, which is primarily comprised of contextually-relevant booking links to our travel partners’ websites. Our click-based travel partners are predominantly OTAs 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, where our travel partner CPC bids for rates and availability to be listed on our platform are submitted. When a CPC bid is submitted, the travel partner agrees to pay us the bid amount each time a traveler clicks on the link to that travel partner’s websites. Bids can be submitted periodically – as often as daily – on a property-by-property basis. We record click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner websites as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service. We also 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 – Revenue from Contracts with Customers (“ASC 606”). Our performance obligation is complete at the time of the hotel reservation booking, and the commission earned is recognized upon booking, as we have no post-booking service obligations. We recognize this revenue net of an estimate of the impact of cancellations, using historical cancellation rates and current trends. Contract assets are recognized at the time of booking for

commissions that are billable at the time of stay. CPA revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service.

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

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

Experiences & Dining Segment

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

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

We collect payment from the customer prior to the experience occurring, which includes both our commission and the amount due to the operator. We record our commissions as deferred revenue on our

consolidated balance sheet when payment is received, including amounts which are refundable subject to cancellation, until the experience occurs when revenue is recognized. The amount due to the operator is recorded as deferred merchant payables on our consolidated balance sheet until completion of the experience when payment is made to the operator.

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

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

Other

We provide information and services that allow travelers to research and book vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and cottages. Our Rentals offering primarily generates revenue by offering individual property owners and managers the ability to list their properties on our platform thereby connecting with travelers through a free-to-list, commission-based option. These properties are listed on www.flipkey.com, www.holidaylettings.co.uk, www.housetrip.com, www.niumba.com, and www.vacationhomerentals.com, and on our Tripadvisor-branded websites and mobile apps. We earn commissions associated with rental transactions through our free-to-list model from both the traveler, and the property owner or manager. We provide post-booking service to the travelers, property owners and managers until the time the rental commences, which is the time the performance obligation is completed. Revenue from transaction fees is recognized at the time that the rental commences. We act as an agent, under ASC 606, in the transactions as we do not control any properties before the property owner provides the accommodation to the traveler and do not have inventory risk. We generally collect payment from the traveler at the time of booking, representing the amount due to the property owner or manager, as well as our commission. That portion of the payment representing our commission is recorded as deferred revenue on our consolidated balance sheet until revenue is recognized, and that portion of the payment

representing the amount due to the property owner is recorded as deferred merchant payables on our consolidated balance sheet until payment is made to the property owner after the completion of the rental.

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

Practical Expedients and Exemptions

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

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

Disaggregation of Revenue

We disaggregate revenue from contracts with customers into major products/revenue sources. We have determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in “Note 20: Segment and Geographic Information”, our business consists of two reportable segments – (1) Hotels, Media & Platform; and (2) Experiences & Dining. Other consists of a combination of business units, and does not constitute a reportable segment.

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


	Year ended December 31,
	2021		2020		2019
Major products/revenue sources (1):	(in millions)
Hotels, Media & Platform
Tripadvisor-branded hotels	$	452	$	292	$	779
Tripadvisor-branded display and platform		97		69		160
Total Hotels, Media & Platform		549		361		939

Experiences & Dining		307		186		456
Other		46		57		165
Total Revenue	$	902	$	604	$	1,560

(1)

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

Contract Balances

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


	December 31, 2021		December 31, 2020
Accounts receivable	$	105	$	70
Contract assets		37		13
Total	$	142	$	83

Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that we have transferred to a customer when that right is conditional on something other than the passage of time, such as commission payments that are contingent upon the completion of the service by the principal in the transaction. The difference between the opening and closing balances of our contract assets primarily results from the timing difference between when we satisfy our performance obligations and the time when the principal completes the service in the transaction. Our contract assets increased during 2021 as a result of the ongoing recovery of consumer travel demand, and increased utilization of our CPA model by travel partners.

During the year ended December 31, 2021, bad debt expense recorded to our allowance for expected credit losses on accounts receivable and contract assets decreased by $14 million, when compared to the same period in 2020, primarily due to improved collection trends with our customers as the travel industry recovers. 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 COVID-19, including existing variants (i.e. Delta and Omicron) and/or new variants, if any.

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, 2021 and 2020, we had $28 million and $62 million, respectively, recorded as deferred revenue on our consolidated balance sheets, of which $23 million and $51 million, respectively, was recognized in revenue and $4 million and $11 million was refunded due to cancellations by travelers during the years ended December 31, 2021 and 2020, respectively. The difference between the opening and closing balances of our deferred revenue primarily results from the timing differences between when we receive customer payments and the time in which we satisfy our performance obligations.

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

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Investments All Other Investments [Abstract]

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Financial Instruments and Fair Value Measurements

NOTE 5: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

We had no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020.

Cash, Cash Equivalents and Marketable Securities

As of December 31, 2021 and 2020, we had $723 million and $418 million of cash and cash equivalents, respectively, which consisted of available on demand cash deposits in major global financial institutions. We had no outstanding investments classified as either short-term or long-term marketable securities as of December 31, 2021 and 2020, respectively, and no material realized gains or losses related to the sales of any marketable securities for the years ended December 31, 2021, 2020 and 2019.

We generally classify any existing 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 generally use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows primarily for the Euro versus the U.S. Dollar. For the periods ended December 31, 2021, 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 were carried at fair value on our consolidated balance sheets at December 31, 2021 and 2020. 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 forward contracts in other income (expense), net on our consolidated statement of operations. We recorded a net gain of $2 million, $1 million, and $1 million for the years ended December 31, 2021, 2020 and 2019, respectively, related to our forward contracts.

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


	December 31, 2021		December 31, 2020
	(in millions)
Foreign currency exchange-forward contracts (1)(2)	$	9	$	3

(1)

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

(2)

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

Other Financial Assets and Liabilities

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

The following table shows the aggregate principal and fair value amount of our outstanding 2025 Senior Notes and 2026 Senior Notes as of the periods presented, which are classified as long-term debt on our consolidated balance sheets, and considered Level 2 fair value measurements. Refer to “Note 10: Debt” for additional information related to our 2025 Senior Notes and 2026 Senior Notes.


	December 31, 2021		December 31, 2020
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		493		491
Fair value amount (2)		531		542

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

(1)

Net of $7 million and $9 million of unamortized debt issuance costs as of December 31, 2021 and 2020, respectively.

(2)

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

(3)

Net of $5 million in unamortized debt issuance costs.

The Company did not have any assets or liabilities measured at fair value on a recurring basis using Level 3 unobservable inputs at both December 31, 2021 and December 31, 2020.

Assets Measured at Fair Value on a Non-recurring Basis

Non-Marketable Investments

Equity Securities Accounted for under the Equity Method

In November 2019, the Company and Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited, entered into an agreement to combine certain assets in China through the creation of a new entity, Chelsea Investment Holding Company PTE, Ltd. Tripadvisor contributed a portion of its business in China, including a long-term exclusive brand and content license and other assets, in return for a 40% equity investment in Chelsea Investment Holding Company PTE Ltd. This investment resulted in the Company recording an initial equity method investment of $41 million and a $39 million deferred income liability attributable to the brand and content license in the fourth quarter of 2019. The Company expects to earn the deferred income ratably over a 15-year period, congruent with the initial term of the brand and content license, and recorded in other income (expense), net on the consolidated statement of operations.

The Company accounts for this minority 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 minority investment was $34 million and $38 million as of December 31, 2021 and 2020, respectively, and is included in non-marketable investments on our consolidated balance sheets. During the years ended December 31, 2021, 2020 and 2019, we recognized $3 million, $3 million and $1 million, respectively, representing our share of the investee’s net loss in other income (expenses), net within the consolidated statements of operations. The Company evaluates this investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over the estimated fair value of the investment based on Level 3 inputs, is recognized in earnings when an impairment is deemed to be other than temporary. Due to the COVID-19 pandemic and ongoing operating losses, we performed a qualitative assessment to evaluate whether this equity investment is impaired as of December 31, 2021. During the years ended December 31, 2021, 2020 and 2019, respectively, we did not record any impairment loss on this equity investment. The remaining deferred income liability of $34 million is presented in accrued expenses and other current liabilities and other long-term liabilities on our consolidated balance sheet of $3 million and $31 million, respectively as of December 31, 2021.

During the year ended December 31, 2020, the Company 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 years ended December 31, 2021 and 2020, respectively.

Other Equity Investments

We also hold a minority investment in equity securities of a privately-held company, which is at an early stage of development and does not have a readily determinable fair value. As of both December 31, 2021 and 2020, the total carrying value of this investment was $2 million, and included in non-marketable investments on our consolidated balance sheets.

Our policy is to measure these equity 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, if any, to evaluate whether these investments are impaired and also monitor for any observable price changes. During the years ended December 31, 2021, 2020, and 2019, we did not record any impairment loss on our 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. 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 has since recorded a $5 million and $3 million allowance for credit losses under ASC 326 during the years ended December 31, 2021 and 2020, respectively, in other income (expense), net on the consolidated statement of operations, related to the Notes Receivable. As of December 31, 2021 and 2020, the carrying value of the Notes Receivable was $9 million and $14 million, respectively, net of accumulated allowance for credit losses, and is classified in other long-term assets on our 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.

Other non-financial assets, such as property and equipment, goodwill, intangible assets, and operating lease right-of-use assets are adjusted to fair value when an impairment charge is recognized or the underlying investment is sold. Such fair value measurements are based predominately on Level 3 inputs. Refer to “Note 6: Property and Equipment, Net”, “Note 7: Leases” and “Note 8: Goodwill and Intangibles Assets, Net” for additional information regarding those assets.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment, Net

NOTE 6: PROPERTY AND EQUIPMENT, NET

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


	December 31, 2021			December 31, 2020
	(in millions)
Capitalized website development	$	416		$	371
Finance lease right-of-use asset		114			114
Leasehold improvements		48			49
Computer equipment and purchased software		77			71
Furniture, office equipment and other		20			21
		675			626
Less: accumulated depreciation		(460	)		(386	)
Total	$	215		$	240

As of December 31, 2021 and December 31, 2020, the carrying value of our capitalized website development costs, net of accumulated amortization, was $97 million and $108 million, respectively. For the years ended December 31, 2021, 2020 and 2019, we capitalized $55 million, $63 million and $79 million, respectively, related to website development costs. For the years ended December 31, 2021, 2020 and 2019, we recorded amortization of capitalized website development costs of $64 million, $67 million and $63 million, respectively, which is included in depreciation expense on our consolidated statements of operations for those years.

Leases

Jan. 01, 2021

Leases [Abstract]

Leases

NOTE 7: LEASES

We determine whether a contract is or contains a lease at inception of a contract. We define a lease as a contract, or part of a contract, that conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. Control over the use of the identified asset means

that we have both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

Our lease contracts contain both lease and non-lease components which we combine as a single component under our accounting policy by asset class, except for office space leases and certain other leases, such as colocation data center leases, which we account separately for the lease and non-lease components. For leases which the consideration in the contract is allocated to lease and non-lease components, we base it on each component’s relative standalone price. We determine standalone prices for the lease components based on the prices for which other lessors lease similar assets on a standalone basis. We determine standalone prices for the non-lease component based on the prices that third-party suppliers charge for services for similar assets on a standalone basis. If observable standalone prices are not readily available, we estimate the standalone prices based on other available observable information. However, for certain categories of equipment leases, such as network equipment and others, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases that have similar characteristics, we apply a portfolio approach to effectively account for operating lease right-of-use ROU assets and operating lease liabilities.

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

We establish assets and liabilities for the estimated construction costs incurred under lease arrangements where we are considered the owner for accounting purposes only, or build-to-suit leases, to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance under GAAP. If we continue to be the deemed owner, for accounting purposes, the facilities are accounted for as finance obligations.

Operating Leases

Our office space leases, exclusive of our Headquarters Lease, are operating leases, which we lease an aggregate of approximately 430,000 square feet at approximately 35 locations across North America, Europe, Asia Pacific and South America, in cities such as New York, London, Sydney, Barcelona, Buenos Aires and Paris, primarily used as sales offices, subsidiary headquarters, and for international operations, pursuant to leases with various expiration dates, with the latest expiring in June 2027.

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

not material during the years ended December 31, 2021, 2020 and 2019. In addition, our short-term lease costs were not material in any period presented.

We also establish assets and liabilities at the present value of estimated future costs to return certain of our leased facilities to their original condition to satisfy any asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs and are included in other long-term liabilities on our consolidated balance sheet. Our asset retirement obligations were not material as of both December 31, 2021 and December 31, 2020.

Finance Lease

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

We lease approximately 280,000 square feet of office space for our corporate headquarters in Needham, Massachusetts, or Headquarters Lease. Our Headquarters Lease, has an expiration date of December 2030, with an option to extend the lease term for two consecutive terms of five years each. Our Headquarters Lease was accounted for as a finance lease upon the adoption of ASC 842 on January 1, 2019.

Operating and finance lease assets and liabilities are included on our consolidated balance sheet as follows for the periods presented:


		December 31,		December 31,
	Presentation on Consolidated Balance Sheet	2021		2020
		(in millions)
Noncurrent Lease Assets:
Finance lease	Property and equipment, net	$	86	$	95
Operating lease	Operating lease right-of-use-assets		42		54
	Total lease assets	$	128	$	149


Current Lease Liabilities:
Finance lease	Accrued expenses and other current liabilities	$	6	$	5
Operating lease	Accrued expenses and other current liabilities		20		21
	Total current lease liabilities		26		26

Noncurrent Lease Liabilities:
Finance lease	Finance lease liability, net of current portion		65		71
Operating lease	Operating lease liabilities, net of current portion		29		46
	Total noncurrent lease liabilities		94		117

	Total lease liabilities	$	120	$	143

As of December 31, 2021, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations for us.

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


	Year ended December 31,
	2021			2020			2019
	(in millions)
Operating lease cost (1)	$	21		$	28		$	24
Finance lease cost:
Amortization of right-of-use assets (2)	$	10		$	10		$	9
Interest on lease liabilities (3)		4			4			4
Total finance lease cost	$	14		$	14		$	13
Sublease income (1)		(5	)		(3	)		(3	)
Total lease cost, net	$	30		$	39		$	34

(1)

Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations.

(2)

Amount is included in depreciation expense in our consolidated statements of operations.

(3)

Amount is included in interest expense in our consolidated statements of operations.

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


	Year ended December 31,
	2021		2020		2019
Supplemental Cash Flows Information:	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	25	$	26	$	26
Operating cash outflows from finance lease		3		4		4
Financing cash outflows from finance lease		6		6		5

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases (1)	$	6	$	4	$	106
Finance lease (2)		—		—		88

(1)

Amount related to 2019 includes operating leases, recognized upon adoption of ASC 842 on January 1, 2019 of $88 million, and those that commenced during the year ended December 31, 2019 of $18 million.

(2)

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


	Year ended December 31,
	2021			2020
Weighted-average remaining lease term:
Operating leases	3.0 years			3.7 years
Finance lease	9.0 years			10.0 years

Weighted-average discount rate:
Operating leases		3.71	%		3.99	%
Finance lease		4.49	%		4.49	%

Future lease payments under non-cancelable leases as of December 31, 2021 were as follows:


Year Ending December 31,	Operating Leases			Finance Lease
	(in millions)
2022	$	23		$	9
2023		15			9
2024		9			9
2025		3			10
2026		2			10
Thereafter		—			39
Total future lease payments		52			86
Less imputed interest		(3	)		(15	)
Total lease liabilities	$	49		$	71

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

NOTE 8: GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

During the Company's annual goodwill impairment test in the fourth quarter of 2021, a qualitative assessment was performed for all our reporting units. We determined that it was not more likely than not that the fair value of any reporting unit was less than its carrying value, and, accordingly, no impairment charges were recorded during the year ended December 31, 2021. As part of our qualitative assessment for our 2021 goodwill impairment analysis of our reporting units, the factors that we considered included, but were not limited to: (a) changes in macroeconomic conditions in the overall economy and the specific markets in which we operate, (b) our ability to access capital, (c) changes in the online travel industry, (d) changes in the level of competition, (e) evaluation of current and future forecasted financial results of the reporting units, (f) comparison of our current financial performance to historical and budgeted results of the reporting units, (g) change in excess of the Company’s market capitalization over its book value, (h) changes in estimates, valuation inputs, and/or assumptions since the last quantitative analysis of the reporting units, (i) changes in the regulatory environment; (j) changes in strategic outlook or organizational structure and leadership of the reporting units; and (k) other relevant factors, and how these factors might impact specific performance in future periods.

Although our annual impairment testing did not result in any impairment, due to the COVID-19 environment and our inability to predict the expected duration and ultimate severity of the impact of COVID-19, or the impact of existing variants (i.e. Delta and/or Omicron) or new variants, if any, we will continue to monitor our financial performance, stock price and other events and circumstances that may indicate a negative impact to the estimated fair values of our reporting units to determine if future impairment assessments may be necessary. A continued and prolonged duration, and/or 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 following table summarizes our goodwill activity by reportable segment for the periods presented:


	Hotels, Media & Platform		Experiences & Dining			Other (5)			Total
	(in millions)
Balance as of December 31, 2019	$	405	$	333		$	102		$	840
Re-allocation of goodwill (1)		2		—			(2	)		—
Impairment (2)		—		—			(3	)		(3	)
Disposition (3)		—		—			(6	)		(6	)
Foreign currency translation adjustments		—		21			2			23
Other adjustments (4)		—		8			—			8
Balance as of December 31, 2020	$	407	$	362		$	93		$	862
Foreign currency translation adjustments		—		(18	)		(1	)		(19	)
Balance as of December 31, 2021	$	407	$	344		$	92		$	843

(1)

Re-allocation of goodwill as a result of changes to reporting units related to internal restructuring during the second quarter of 2020.

(2)

Represents a goodwill impairment charge related to our Tripadvisor China reporting unit.

(3)

Disposition relates to the sale of our SmarterTravel business.

(4)

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

(5)

Other consists of the combination of Rentals, Flights & Car, and Cruises, and does not constitute a reportable segment.

During the third quarter of 2020, the Company recognized a goodwill impairment charge of $3 million, which represented all of the goodwill previously allocated to our Tripadvisor China reporting unit. This impairment was driven by strategic operating decisions made by the Company in the third quarter of 2020. Consequently, Tripadvisor China was no longer considered a reporting unit as of December 31, 2020. There were no goodwill impairment charges recognized to our consolidated statements of operations during the years ended December 31, 2021 and 2019, respectively. As of both December 31, 2021 and 2020, accumulated goodwill impairment losses totaled $3 million, which was associated with Other.

Intangibles

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


	December 31,
	2021			2020
	(in millions)
Intangible assets with definite lives	$	237		$	262
Less: accumulated amortization		(202	)		(206	)
Intangible assets with definite lives, net		35			56
Intangible assets with indefinite lives		30			30
Total	$	65		$	86

Amortization expense for definite-lived intangible assets was $20 million, $26 million, and $33 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

Our indefinite-lived intangible assets relate to trade names and trademarks. During the Company's annual indefinite-lived intangible impairment test during the fourth quarter of 2021, a qualitative assessment was performed. As part of our qualitative assessment we considered, amongst other factors, the amount of excess fair value of our trade names and trademarks to the carrying value of those same assets, changes in estimates, and valuation input assumptions, since our previous quantitative analysis. After considering these factors and the impact that changes in such factors would have on the inputs used in our previous quantitative assessment, we determined that it was more likely than not that our indefinite-lived intangible assets were not impaired as of December 31, 2021.

There were no impairment charges recognized to our consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 related to our intangible assets.

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


			December 31, 2021							December 31, 2020
	Weighted Average		Gross					Net		Gross					Net
	Remaining Life		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	(in years)		Amount		Amortization			Amount		Amount		Amortization			Amount
			(in millions)							(in millions)
Trade names and trademarks		2.8	$	55	$	(43	)	$	12	$	59	$	(41	)	$	18
Customer lists and supplier relationships		5.2		99		(87	)		12		104		(83	)		21
Subscriber relationships		2.2		40		(36	)		4		42		(35	)		7
Technology and other		3.4		43		(36	)		7		57		(47	)		10
Total		3.7	$	237	$	(202	)	$	35	$	262	$	(206	)	$	56

Refer to “Note 3: Acquisitions and Other Investments” above for a discussion of definite lived intangible assets acquired in business combinations during the years ended December 31, 2021, 2020 and 2019.

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

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


2022	$	13
2023		9
2024		6
2025		4
2026		2
2027 and thereafter		1
Total	$	35

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

NOTE 9: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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


	December 31, 2021		December 31, 2020
	(in millions)
Accrued salary, bonus, and other employee-related benefits	$	58	$	49
Accrued marketing costs		27		13
Interest payable (1)		16		18
Current income taxes payable (2)		3		1
Finance lease liability - current portion (3)		6		5
Operating lease liabilities - current portion (3)		20		21
Other		51		53
Total	$	181	$	160

(1)

Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 10: Debt” for further information.

(2)

Refer to “Note 12: Income Taxes” for further information regarding our income tax liabilities.

(3)

Refer to “Note 7: Leases” for further information regarding our lease obligations.

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

NOTE 10: DEBT

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


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

December 31, 2020	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(9	)	$	491
Total Long-Term Debt	$	500	$	(9	)	$	491

Credit Facility

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

We amended the Credit Facility in May 2020 and December 2020 to, among other things:

•

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

•

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

•

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

•

secure the obligations under the agreement.

The Company remained in the Leverage Covenant Holiday as of December 31, 2021. During the Leverage Covenant Holiday, any outstanding or future borrowings under the Credit Facility 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 Credit Facility for each fiscal quarter during the Leverage Covenant Holiday and also additional fees in connection with the issuance of letters of credit. The Company may borrow from the Credit Facility in U.S. dollars and Euros. In addition, our Credit Facility includes $15 million of borrowing capacity available for letters of credit and $40 million for Swing Line borrowings on same-day notice. As of December 31, 2021, we had issued $3 million of outstanding letters of credit under the Credit Facility.

As of both December 31, 2021 and 2020, the Company had no outstanding borrowings under the Credit Facility. During the first quarter of 2020, the Company borrowed $700 million under the Credit Facility. These funds were drawn down as a precautionary measure to reinforce the Company’s liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from COVID-19. The Company repaid these borrowings in full in July 2020.

We recorded interest and commitment fees on our Credit Facility of $3 million, $10 million and $2 million for the years ended December 31, 2021, 2020 and 2019, respectively, to interest expense on our consolidated statements of operations. In connection with the amendments to our Credit Facility in 2020, we incurred additional lender fees and debt financing costs totaling $7 million, which were capitalized as deferred financing costs and recorded to other long-term assets on the consolidated balance sheet, while $2 million of previously deferred financing costs related to the Credit Facility were immediately recognized to interest expense on our consolidated statement of operations for the year ended December 31, 2020. As of December 31, 2021, the Company had $4 million remaining in deferred financing costs in connection with the Credit Facility. These costs will be amortized over the remaining term of the Credit Facility, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations.

There is no specific repayment date prior to the maturity date for any borrowings under the Credit Agreement. We may voluntarily repay any outstanding borrowing under the 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 Credit Agreement contains a number of covenants that, among other things, restrict our ability to incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The Credit Agreement also limits the Company from repurchasing shares of its common stock and paying dividends, among other restrictions, during the Leverage Covenant Holiday. In addition, to secure the obligations under the Credit Agreement, the Company and certain subsidiaries have granted security interests and liens in and on substantially all of their assets as well as pledged shares of certain of the Company’s subsidiaries. The Credit Agreement also contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the Credit Facility. As of December 31, 2021 and 2020, we were in compliance with our covenants.

2025 Senior Notes

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

The Company has the option to redeem all or a portion of the 2025 Senior Notes at any time on or after July 15, 2022 at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any. The Company may also redeem all or any portion of the 2025 Senior Notes at any time prior to July 15, 2022, at a price equal to 100% 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 2025 Senior Notes with the net proceeds of certain equity offerings at the redemption price set forth in the 2025 Indenture, provided that certain conditions are met. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the 2025 Indenture), the Company will be required to make an offer to purchase the 2025 Senior Notes at a price equal to 101% of the aggregate principal amount of the 2025 Senior Notes

repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. These features have been evaluated as embedded derivatives under GAAP; however, the Company has concluded they do not meet the requirements to be accounted for separately.

As of December 31, 2021 and 2020, unpaid interest on our 2025 Senior Notes totaled approximately $16 million and $17 million, respectively, and was included in accrued expenses and other current liabilities on our consolidated balance sheets, and $35 million and $17 million was recorded as interest expense on our consolidated statements of operations for the years ended December 31, 2021 and 2020, respectively. In the third quarter of 2020, the Company used all proceeds from the 2025 Senior Notes to repay a portion of our Credit Facility outstanding borrowings.

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

2026 Senior Notes

On March 25, 2021, we entered into a purchase agreement for the sale of $300 million aggregate principal amount of 0.25% Convertible 2026 Senior Notes due 2026 (the “2026 Senior Notes”) in a private offering to qualified institutional buyers. The 2026 Senior Notes included of an over-allotment option that provided the initial purchasers of the 2026 Senior Notes with the option to purchase an additional $45 million aggregate principal amount of the 2026 Senior Notes; such over-allotment option was fully exercised. In connection with the issuance of the 2026 Senior Notes, the Company entered into an Indenture, dated March 25, 2021 (the “2026 Indenture”), among the Company, the guarantors party thereto and the trustee. The terms of the 2026 Senior Notes are governed by the 2026 Indenture. The 2026 Senior Notes mature on April 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Senior Notes are senior unsecured obligations of the Company, although guaranteed by certain of the Company’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year, which began on October 1, 2021. As of December 31, 2021, unpaid interest on our 2026 Senior Notes was not material.

The 2026 Senior Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Senior Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. In addition, calling any such note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.

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

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

•

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

•

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

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

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

The Company accounts for the 2026 Senior Notes as a liability measured at its amortized cost, and no other features of the 2026 Senior Notes are bifurcated and recognized as a derivative. The proceeds from the issuance of the 2026 Senior Notes were approximately $340 million, net of debt issuance costs of $5 million comprised primarily of the initial purchasers’ discount, and the Company used a portion of the proceeds from the 2026 Senior Notes to enter into capped call transactions, as discussed below. The Company intends to use the remainder of the proceeds from this offering for general corporate purposes, which may include repayment of debt, including the partial redemption and/or purchase of our 2025 Senior Notes prior to maturity. The debt issuance costs will be amortized over the remaining term of the 2026 Senior Notes, using the effective interest rate method, and recorded to interest expense on our consolidated statement of operations. During the year ended December 31, 2021, our effective interest rate on our 2026 Senior Notes, including debt issuance costs, was approximately 0.53%, and $1 million was recorded as interest expense on our consolidated statement of operations for the year ended December 31, 2021.

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

Capped Call Transactions

In connection with the issuance of the 2026 Senior Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Senior Notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”) at a cost of approximately $35 million. The Capped Calls are separate transactions entered into by the Company with each of the Option Counterparties, and are not part of the terms of the 2026 Senior Notes and therefore will not affect any noteholder’s rights under the 2026 Senior Notes. Noteholders will not have any rights with respect to the Capped Calls.

The Capped Calls cover, subject to anti-dilution adjustments, substantially similar to those applicable to the conversion rate of the 2026 Senior Notes, the number of shares of common stock initially underlying the 2026 Senior Notes, or up to approximately 4.7 million shares of our common stock. The Capped Calls are expected generally to reduce potential dilution to the common stock upon any conversion of 2026 Senior Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2026 Senior Notes, as the case may be, with such reduction and/or offset subject to a cap. The strike price of the

Capped Calls is $73.81, while the cap price of the Capped Calls will initially be $107.36 per share of our common stock, which represents a premium of 100% over the close price of our common stock of $53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls.

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

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Other Liabilities Noncurrent [Abstract]

Other Long-Term Liabilities

12 Months Ended

Dec. 31, 2021

Other Long-Term Liabilities

NOTE 11: OTHER LONG-TERM LIABILITIES

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


	December 31, 2021		December 31, 2020
	(in millions)
Unrecognized tax benefits (1)	$	177	$	178
Deferred gain on equity method investment (2)		31		33
Long-term income taxes payable		2		3
Other		5		9
Total	$	215	$	223

(1)

Refer to “Note 12: Income Taxes” for information on our unrecognized tax benefits. Amounts include accrued interest related to this liability.

Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 5: Financial Instruments and Fair Value Measurements” for additional information.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 12: INCOME TAXES

The following table presents a summary of our domestic and foreign income (loss) before income taxes for the periods presented:


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Domestic	$	(127	)	$	(262	)	$	92
Foreign		(58	)		(107	)		102
Income (loss) before income taxes	$	(185	)	$	(369	)	$	194

The components of our provision (benefit) for income taxes consisted of the following for the periods presented:


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Current income tax expense (benefit):
Federal	$	6		$	(73	)	$	31
State		(1	)		(3	)		5
Foreign		2			(3	)		26
Current income tax expense (benefit)		7			(79	)		62
Deferred income tax expense (benefit):
Federal		(21	)		13			25
State		(5	)		(10	)		7
Foreign		(18	)		(4	)		(26	)
Deferred income tax expense (benefit)		(44	)		(1	)		6
Provision (benefit) for income taxes	$	(37	)	$	(80	)	$	68

The significant components of our deferred tax assets and deferred tax liabilities consisted of the following for the periods presented:


	December 31,
	2021			2020
	(in millions)
Deferred tax assets:
Stock-based compensation	$	31		$	31
Net operating loss carryforwards		102			81
Provision for accrued expenses		4			4
Lease financing obligation		20			23
Foreign advertising spend		15			15
Tax credit carryforward		12			5
Interest carryforward		71			32
Other		15			15
Total deferred tax assets	$	270		$	206
Less: valuation allowance		(123	)		(106	)
Net deferred tax assets	$	147		$	100
Deferred tax liabilities:
Intangible assets	$	(51	)	$	(53	)
Property and equipment		(22	)		(24	)
Prepaid expenses		(3	)		(2	)
Building - corporate headquarters		(17	)		(20	)
Other		(1	)		(1	)
Total deferred tax liabilities	$	(94	)	$	(100	)
Net deferred tax asset (liability)	$	53		$	—

At December 31, 2021, we had federal, state, and foreign net operating loss carryforwards (“NOLs”) of approximately $45 million, $239 million, and $343 million, respectively. U.S. federal NOLs of $41 million may be carried forward indefinitely, and U.S. federal NOLs of $4 million expire at various times starting from 2029. State NOLs of $28 million may be carried forward indefinitely, and state NOLs of $211 million expire at various times starting from 2023. Foreign NOLs of $317 million may be carried forward indefinitely, and foreign NOLs of $26 million expire at various times starting from 2022.

As of December 31, 2021, we had a valuation allowance of approximately $123 million related to certain NOL carryforwards and other foreign deferred tax assets for which it is more likely than not, the tax benefit will not

be realized. This amount represented an increase of $17 million, as compared to the balance as of December 31, 2020. The increase was primarily related to additional foreign NOLs.

Except for such foreign deferred tax assets, discussed above, we expect to realize all of our deferred tax assets. During the year ended December 31, 2021, the Company performed an analysis to determine if it was more likely than not that it would be able to utilize, in future periods, the net deferred tax assets associated with its U.S. net operating loss carryforward. Although the U.S. has incurred cumulative pre-tax losses in fiscal 2021 and prior two years, the Company has concluded that the positive evidence outweighs the negative evidence and, thus, that the deferred tax assets not otherwise subject to a valuation allowance are realizable on a more likely than not basis. As such, we did not record a valuation allowance at December 31, 2021. Positive evidence includes our strong history of earnings prior to the COVID-19 pandemic, the 2020 U.S. taxable loss carryback as a result of the CARES Act, as well as expected future taxable income in which we believe we will utilize the deferred tax assets. Due to the COVID-19 environment and our limited ability to predict the expected duration and ultimate severity of the impact of COVID-19, we will continue to monitor our financial performance to determine if valuation allowance against our deferred tax assets may be necessary in the future.

During the year ended December 31, 2021, we determined that $15 million of a deferred tax asset within our U.K. subsidiary was more likely than not realizable, resulting in an income tax benefit in our consolidated statement of operations. We determined that the positive evidence, principally our U.K. subsidiaries’ forecasts of future taxable income combined with no longer incurring current interest expense in the U.K. that will be subject to limitation, outweighed the negative evidence, resulting in the valuation allowance release. Release of the remaining valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net earnings. The timing and amount of any potential valuation allowance release is subject to significant management judgment, as well as prospective earnings.

A reconciliation of the (benefit) provision for income taxes to the amounts computed by applying the statutory federal income tax rate to income (loss) before income taxes is as follows for the periods presented:


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Income tax expense at the federal statutory rate	$	(39	)	$	(77	)	$	40
Foreign rate differential		(14	)		(9	)		(16	)
State income taxes, net of effect of federal tax benefit		(2	)		(11	)		9
Unrecognized tax benefits and related interest		4			4			11
Change in cost-sharing treatment of stock-based compensation		—			—			15
FDII, GILTI and other provisions		—			—			(3	)
Rate differential on US NOL carryback (1)		—			(23	)		—
Research tax credit		(7	)		(9	)		(11	)
Stock-based compensation		(1	)		14			4
Change in valuation allowance		8			25			6
Local income tax on intercompany transaction (2)		—			1			7
Executive compensation		6			6			3
Other, net		8			(1	)		3
Provision (benefit) for income taxes	$	(37	)	$	(80	)	$	68

(1)

As a result of the CARES Act, an income tax benefit of $23 million was recorded during the year ended December 31, 2020 related to the income tax rate differential in tax years applicable to U.S. loss carryforwards that became eligible for carryback.

(2)

During 2019, we completed an intra-entity transfer from China to Singapore of certain IP. As a result of the transfer, we utilized NOLs and consequently released the valuation allowance on certain deferred tax assets on our China entity.

The CARES Act made tax law changes to provide financial relief to companies as a result of the business impacts of COVID-19. Key income tax provisions of the CARES Act include changes in NOL carryback and carryforward rules, increase of the net interest expense deduction limit, and immediate write-off of qualified improvement property. The CARES Act allowed the Company to carryback our U.S. federal NOLs incurred in 2020, generating an expected U.S. federal tax benefit of $76 million, of which $48 million will be refunded. This refund is recorded in income taxes receivable on our consolidated balance sheet as of December 31, 2021 and is

expected to be received during 2022. As a result of the 2020 U.S. federal NOL carryback, we also reduced our long-term transition tax payable related to the 2017 Tax Act by $28 million.

In addition, certain governments have passed legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, wage tax relief or other financial aid. Some of these governments have extended or are considering extending these programs. We have participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme, as well as similar programs in other jurisdictions. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other jurisdictions, we are also participating in programs where government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by us. During the years ended December 31, 2021 and 2020, we recognized government grants and other assistance benefits of $9 million and $12 million, respectively. These amounts are not income tax related and were recorded as a reduction of personnel and overhead costs in the consolidated statements of operations.

Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and profits in 2017, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued which was not material as of December 31, 2021. As of December 31, 2021, $427 million of our cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested.

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

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

In January 2017 and April 2019, as part of the IRS audit of Expedia, we received Notices of Proposed Adjustment from the IRS for the 2009, 2010, and 2011 tax years. Subsequently, in September 2019, as part of our standalone audit, we received Notices of Proposed Adjustment from the IRS for the 2012 and 2013 tax years; and in August 2020, we received Notices of Proposed Adjustment from the IRS for the 2014, 2015, and 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries, and would result in an increase to our worldwide income tax expense in an estimated range of $95 million to $105 million at the close of the audit if the IRS prevails, which includes $20 million to $30 million related to the 2009 through 2011 pre Spin-Off tax years. The estimated range takes into consideration competent authority relief and transition tax regulations, and is exclusive of deferred tax consequences and interest expense, which would be significant. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position

we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for 2009 through 2016 transactions, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we would be subject to significant additional tax liabilities. We have requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for tax years 2009 through 2016. We expect the competent authorities to present a resolution for the 2009 through 2011 tax years in the near future. Upon receipt, we will assess the resolution provided by the competent authorities as well as its impact on our existing income tax reserves for all open subsequent years.

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

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


	December 31,
	2021			2020		2019
	(in millions)
Balance, beginning of year	$	144		$	140	$	136
Increases to tax positions related to the current year		5			3		11
Increases to tax positions related to the prior year		1			1		1
Decreases to tax positions related to the prior year		—			—		(8	)
Settlements during current year		(6	)		—		—
Balance, end of year	$	144		$	144	$	140

As of December 31, 2021, we had $144 million of unrecognized tax benefits, net of interest, which is classified as long-term and included in other long-term liabilities and deferred income taxes, net on our consolidated balance sheet. The amount of unrecognized tax benefits, if recognized, would reduce income tax expense by $72 million, due to correlative adjustments in other tax jurisdictions. We recognize interest and penalties related to unrecognized tax benefits in income tax expense on our consolidated statement of operations. As of December 31, 2021 and 2020, total gross interest accrued was $39 million and $35 million, respectively, and was recorded in unrecognized tax benefits in other long-term liabilities on the consolidated balance sheets. We do not anticipate any material changes in the next year.

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.

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Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

NOTE 13: COMMITMENTS AND CONTINGENCIES

As of December 31, 2021, we have contractual obligations and commercial commitments that include expected interest on our 2026 Senior Notes and 2025 Senior Notes, expected commitment fees on our Credit Facility, and long-term purchase obligations, as summarized in the table below. The expected amounts and timing of payments discussed below was estimated based on information available to us as of December 31, 2021.


			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in millions)
Expected interest payments on 2025 Senior Notes (1)	$	125	$	35	$	71	$	19	$	—
Expected interest payments on 2026 Senior Notes (2)		4		1		2		1		—
Expected commitment fee payments on Credit Facility (3)		6		3		3		—		—
Purchase obligations and other (4)		45		18		24		2		1
Total (5)	$	180	$	57	$	100	$	22	$	1

(1)

Expected interest payments on our 2025 Senior Notes are based on a fixed interest rate of 7.0%, as of December 31, 2021 and assumes that our existing debt is repaid at maturity. Refer to “Note 10: Debt” for additional information on our 2025 Senior Notes.

(2)

Expected interest payments on our 2026 Senior Notes are based on a fixed interest rate of 0.25%, as of December 31, 2021 and assumes that our existing debt is repaid at maturity. Refer to “Note 10: Debt” for additional information on our 2026 Senior Notes.

(3)

Expected commitment fee payments are based on the daily unused portion of our Credit Facility, issued letters of credit, and the effective commitment fee rate as of December 31, 2021; however, these variables could change significantly in the future. Refer to “Note 10: Debt” for additional information on our Credit Facility.

(4)

Estimated purchase obligations that are fixed and determinable, primarily related to telecommunication and licensing contracts, with various expiration dates through approximately June 2029. These contracts have non-cancelable terms or are cancelable only upon payment of significant penalty. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.

(5)

Excluded from the table was $3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2021.

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

Income and Non-Income Taxes

We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and non-income tax matters. We have reserved for potential adjustments that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical tax provisions and accruals. The results of an audit could have a material effect on our financial position, results of operations, or cash flows in the period for which that determination is made. Refer to “Note 12: Income Taxes” for further information on potential contingencies surrounding income taxes.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2021

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plans

NOTE 14: EMPLOYEE BENEFIT PLANS

Retirement Savings Plan

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

contribution to eligible participants. This additional discretionary matching employer contribution (or “true up”) is limited to match only contributions up to 3% of eligible compensation.

We also have various defined contribution plans for our non-U.S. employees. Our contribution to the 401(k) Plan and our non-U.S. defined contribution plans which are recorded in our consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019 were $10 million, $11 million, and $14 million, respectively.

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

The Company has a Deferred Compensation Plan for Non-Employee Directors (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, eligible directors who defer their directors’ fees may elect to have such deferred fees (i) applied to the purchase of share units, representing the number of shares of our common stock that could have been purchased on the date such fees would otherwise be payable, or (ii) credited to a cash fund. The cash fund will be credited with interest at an annual rate equal to the weighted average prime or base lending rate of a financial institution selected in accordance with the terms of the Deferred Compensation Plan and applicable law. Upon termination of service as a director of Tripadvisor, a director will receive (i) with respect to share units, such number of shares of our common stock as the share units represent, and (ii) with respect to the cash fund, a cash payment. Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.

Under the Deferred Compensation Plan, 100,000 shares of Tripadvisor common stock are available for issuance to non-employee directors. From the inception of the Deferred Compensation Plan through December 31, 2021, a total of 557 shares have been issued for such purpose.

Tripadvisor, Inc. Executive Severance Plan and Summary Plan Description

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

During the years ended December 31, 2021 and 2020, respectively, we recognized $1 million and $5 million of expense under this plan on our consolidated statements of operations. Expense recorded under this plan to our consolidated statement of operations was not significant during the year ended December 31, 2019.

The entire disclosure for retirement benefits.

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Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Awards and Other Equity Instruments

12 Months Ended

Dec. 31, 2021

Stock Based Awards and Other Equity Instruments

NOTE 15: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS

Stock-based Compensation Expense

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


	Year ended December 31,
	2021			2020			2019
	(in millions)
Cost of revenue	$	1		$	1		$	1
Selling and marketing		16			16			23
Technology and content		46			44			55
General and administrative		57			48			45
Total stock-based compensation expense		120			109			124
Income tax benefit from stock-based compensation expense		(23	)		(23	)		(28	)
Total stock-based compensation expense, net of tax effect	$	97		$	86		$	96

We capitalized $13 million, $15 million and $19 million of stock-based compensation expense as website development costs during the years ended December 31, 2021, 2020 and 2019, respectively.

Stock and Incentive Plans

On December 20, 2011, our 2011 Stock and Annual Incentive Plan (the “2011 Plan”) became effective and we filed a Registration Statement registering a total of 17,500,000 shares of our common stock, of which 17,400,000 shares were issuable in connection with grants of equity-based awards under our 2011 Plan and 100,000 shares were issuable under our Deferred Compensation Plan for Non-Employee Directors (refer to “Note 14: Employee Benefit Plans” for information on our Deferred Compensation Plan for Non-Employee Directors). At our annual meeting of stockholders held on June 28, 2013, our stockholders approved an amendment to our 2011 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance thereunder by 15,000,000 shares.

On June 21, 2018, our stockholders approved the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and we filed a Registration Statement registering 6,000,000 shares plus the number of shares available for issuance (and not subject to outstanding awards) under the 2011 Plan. As of the effective date of the 2018 Plan, the Company ceased granting awards under the 2011 Plan. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to our directors, officers, employees and consultants.

On June 8, 2021, our stockholders approved an amendment to the Company’s 2018 Plan to, among other things, increase the aggregate number of shares reserved and available for issuance under the 2018 Plan by 10,000,000 shares. The purpose of this amendment was to provide sufficient reserves of shares of our common stock to ensure our ability to continue to provide new hires, employees and management with equity incentives.

The foregoing summary of the material terms of the 2018 Plan is qualified in its entirety by reference to the 2018 Stock and Annual Incentive Plan and Amendment No. 1 incorporated herein by reference as Exhibit 10.4 and Exhibit 10.37, respectively, to this Annual Report on Form 10-K.

As of December 31, 2021, the total number of shares reserved for future stock-based awards under the 2018 Plan was approximately 17 million shares. All shares of common stock issued in respect of the exercise of options, RSUs, or other equity awards have been issued from authorized, but unissued common stock.

Stock Based Award Activity and Valuation

Stock Option Activity

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


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding as of December 31, 2020		5,615			46.31
Granted		1,002			41.12
Exercised (1)		(705	)		33.97
Cancelled or expired		(241	)		43.97
Options outstanding as of December 31, 2021		5,671		$	47.03		4.8	$	1
Exercisable as of December 31, 2021		3,878		$	51.06		3.6	$	1
Vested and expected to vest after December 31, 2021 (2)		5,671		$	47.03		4.8	$	1

(1)

(2)

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

Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of December 31, 2021 was $27.26. The total intrinsic value of stock options exercised for the years ended December 31, 2021 and 2019 was $9 million and $2 million, respectively, and for the year ended December 31, 2020 was not material.

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


	December 31,
	2021			2020			2019
Risk free interest rate		0.83	%		1.15	%		1.79	%
Expected term (in years)		5.45			5.30			5.19
Expected volatility		49.61	%		43.39	%		42.09	%
Expected dividend yield	— %			— %			— %
Weighted-average grant date fair value	$	18.40		$	10.08		$	21.25

The total fair value of stock options vested for the years ended December 31, 2021, 2020 and 2019 were $31 million, $14 million, and $15 million, respectively. Cash received from stock option exercises for the years ended December 31, 2021 and 2019 was $8 million and $2 million, respectively, and for the year ended December 31, 2020 was not material.

RSU Activity

A summary of restricted stock units (“RSUs”) activity, consisting primarily of service-based vesting terms, 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, 2020		8,111			32.29
Granted		3,503			40.17
Vested and released (1)		(4,632	)		31.26
Cancelled		(1,196	)		37.45
Unvested RSUs outstanding as of December 31, 2021 (2)		5,786		$	36.82	$	158

(1)

Inclusive of approximately 1,110,000 RSUs for the year ended December 31, 2021, withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2018 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the consolidated statements of cash flows.

(2)

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 $17 million of stock-based compensation expense during the year ended December 31, 2020, 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.

On December 31, 2021, the Section 16 Committee of our Board of Directors approved and granted to Stephen Kaufer, the Company’s CEO, the following: (i) stock option to purchase 115,200 shares of common stock, which will vest and become exercisable 25% on August 1, 2022 and the balance will vest in quarterly installments over the following three years; with an estimated grant-date fair value per option of $12.59, using a Black-Scholes option pricing model; (ii) stock option to purchase 110,026 shares of common stock, which will vest and become exercisable in full on August 1, 2024; with an estimated grant-date fair value per option of $13.18, using a Black-Scholes option pricing model; and (iii) 106,382 RSUs, which will vest and settle 25% on August 1, 2022 and the balance will vest in quarterly installments over the following three years, with an estimated grant-date fair value of $27.26 per RSU, based on the quoted price of our common stock on the date of grant. The estimated fair value of these awards totaled $6 million and was fully recognized as stock-based compensation expense to the consolidated statement of operations for the year ended December 31, 2021, given the Company concluded there was no substantive future requisite service condition for these awards that existed at grant date for GAAP purposes.

A summary of our MSU activity 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, 2020		174			37.29
Cancelled (1)		(54	)		57.62
Unvested MSUs outstanding as of December 31, 2021 (2)		120		$	28.15	$	3

(1)

MSU cancellations primarily reflect performance targets not being attained during the performance period.

(2)

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.

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 amortized on a straight-line basis over the requisite service period.

Unrecognized Stock-Based Compensation

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


	Stock
	Options		RSUs/MSUs
Unrecognized compensation expense	$	17	$	141
Weighted average period remaining (in years)		2.3		2.6

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

NOTE 16: STOCKHOLDERS’ EQUITY

Preferred Stock

In addition to common stock, we are authorized to issue up to 100 million preferred shares, with $ 0.001 par value per share, with terms determined by our Board of Directors, without further action by our stockholders. As of December 31, 2021, no preferred shares had been issued.

Common Stock and Class B Common Stock

Our authorized common stock consists of 1.6 billion shares of common stock with par value of $0.001 per share, and 400 million shares of Class B common stock with par value of $0.001 per share. Both classes of common stock qualify for and share equally in dividends, if declared by our Board of Directors. Common stock is entitled to one vote per share and Class B common stock is entitled to 10 votes per share. Holders of Tripadvisor common stock, acting as a single class, are entitled to elect a number of directors equal to 25% percent of the total number of directors, rounded up to the next whole number, which was three directors as of December 31, 2021. Class B common stockholders may, at any time, convert their shares into common stock, on a one for one share basis. Upon conversion, the Class B common stock is retired and is not available for reissue. In the event of liquidation, dissolution, distribution of assets or winding-up of Tripadvisor the holders of both classes of common stock have equal rights to receive all the assets of Tripadvisor after the rights of the holders of the preferred stock have been satisfied. There were 144,656,649 and 125,812,035 shares of common stock issued and outstanding, respectively, and 12,799,999 shares of Class B common stock issued and outstanding at December 31, 2021.

Accumulated Other Comprehensive Income (Loss)

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


	December 31, 2021			December 31, 2020
	(in millions)
Cumulative foreign currency translation adjustments, net of tax (1)	$	(56	)	$	(34	)
Accumulated other comprehensive income (loss)	$	(56	)	$	(34	)

(1)

Deferred income tax liabilities related to these amounts are not material.

Treasury Stock

On November 1, 2019, our Board of Directors authorized the repurchase of an additional $100 million in shares of our common stock under our existing share repurchase program, which increased the amount available to the Company under this share repurchase program to $250 million.

During the years ended December 31, 2020 and 2019, we repurchased 4,707,450 and 2,059,846 shares, respectively, of our outstanding common stock at an average share price of $24.32 and $29.32 per share, exclusive of fees and commissions, respectively, or $115 million and $60 million in the aggregate, respectively. During the year ended December 31, 2021, the Company did not repurchase any shares of outstanding common stock under the share repurchase program.

As of December 31, 2021, we had $75 million remaining available to repurchase shares of our common stock under this share repurchase program, with 18,844,614 shares of the Company’s common stock held in treasury with an aggregate cost of $722 million.

Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase program discussed above in compliance with applicable legal requirements. While the Board of Directors has not suspended or terminated the share repurchase program, the terms of the Credit Agreement currently limit the Company from engaging in share repurchases during the Leverage Covenant Holiday and the terms of our 2025 Indenture also imposes certain limitations and restrictions on share repurchases. Refer to “Note 10: Debt” for further information about our Credit Agreement and our 2025 Indenture.

Dividends

On November 1, 2019, the Company's Board of Directors declared a special cash dividend of $3.50 per share, or approximately $488 million in the aggregate. The dividend was payable on December 4, 2019 to stockholders of record on November 20, 2019. During the years ended December 31, 2021 and 2020, our Board of Directors did not declare any dividends on our outstanding common stock.

Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors. Our ability to pay dividends is also limited by the terms of our Credit Agreement during the Leverage Covenant Holiday and our 2025 Indenture. In connection with the declaration of such dividends, our non-vested RSUs were entitled to dividend equivalents, which will be payable to the holder subject to, and only upon vesting of, the underlying awards.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Other Income And Expenses [Abstract]

Earnings Per Share

1 Months Ended

Jan. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 17: 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 net income, shares of our common stock subject to the potential conversion of the 2026 Senior Notes outstanding during the period is also included in our weighted average number of shares outstanding used to calculate Diluted EPS using the if-converted method under GAAP, as share settlement is presumed. The Capped Calls are excluded from the calculation of Diluted EPS, as they would be antidilutive. However, upon conversion of the 2026 Senior Notes, unless the market price of our common stock exceeds the cap price, an exercise of the Capped Calls would generally offset any dilution from the 2026 Senior Notes from the conversion price up to the cap price. As of December 31, 2021, the market price of a share of our common stock did not exceed the $107.36 cap price.

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

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


	Year ended December 31,
	2021			2020			2019
Numerator:
Net income (loss)	$	(148	)	$	(289	)	$	126
Denominator:
Weighted average shares used to compute Basic EPS		137,234			134,858			138,975
Weighted average effect of dilutive securities:
Stock options		—			—			155
RSUs/MSUs		—			—			1,528
Weighted average shares used to compute Diluted EPS		137,234			134,858			140,658
Basic EPS	$	(1.08	)	$	(2.14	)	$	0.91
Diluted EPS	$	(1.08	)	$	(2.14	)	$	0.89

Potential common shares, consisting of outstanding stock options, RSUs, MSUs, and those issuable under the 2026 Senior Notes, totaling approximately 16.1 million, 13.7 million, and 6.7 million, for the years ended December 31, 2021, 2020 and 2019, respectively, have been excluded from the calculations of Diluted EPS because their effect would have been antidilutive. In addition, potential common shares of certain performance-based awards of approximately 0.1 million, 0.2 million, and 0.7 million, for the years ended December 31, 2021, 2020 and 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 and MSUs are entitled to dividend equivalents, which are payable to the holder subject to, and only upon vesting of, the underlying awards and are therefore forfeitable. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two‑class method of determining earnings per share.

Other Income (Expense), Net

12 Months Ended

Dec. 31, 2021

Other Income (Expense), Net

NOTE 18: OTHER INCOME (EXPENSE), NET

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


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Foreign currency exchange gains (losses), net (1)	$	(4	)	$	5		$	(2	)
Earnings (losses) from equity investment, net		(3	)		(3	)		(1	)
Loss on sale/disposal of business (2)		—			(6	)		—
Other, net		(3	)		(4	)		—
Total	$	(10	)	$	(8	)	$	(3	)

(1)

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

(2)

Related to loss on disposal on the sale of our SmarterTravel business during June 2020.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

NOTE 19: RELATED PARTY TRANSACTIONS

Relationship between Liberty TripAdvisor Holdings, Inc. and Tripadvisor

LTRIP is a controlling stockholder of Tripadvisor. We consider LTRIP a related party. Refer to “Note 1: Organization and Business Description”, which describes the evolution of our relationship with LTRIP, including LTRIP’s stock ownership of Tripadvisor and deemed voting power as of December 31, 2021. We had no related party transactions with LTRIP during the years ended December 31, 2021, 2020 and 2019.

Relationship between Chelsea Investment Holding Company PTE Ltd. and Tripadvisor

Refer to the discussion regarding our equity method investment in Chelsea Investment Holding Company PTD Ltd. in the section titled “Non-Marketable Investments” within “Note 5: Financial Instruments and Fair Value Measurements” for a description of our relationship and existing commercial arrangements with Chelsea Investment Holding Company PTE Ltd and/or its subsidiaries. We had no material related party transactions with Chelsea Investment Holding Company PTE Ltd or its subsidiaries during the years ended December 31, 2021, 2020 and 2019.

Segment and Geographic Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment and Geographic Information

NOTE 20: SEGMENT AND GEOGRAPHIC 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, CPA revenue, subscription-based advertising revenue, and hotel sponsored placements revenue; and (2) Tripadvisor-branded display and platform revenue – consisting of display-based advertising revenue. Our Experiences & Dining reportable segment includes an aggregation of our Experiences and Dining operating segments. All remaining business units, including Rentals, Flights & Car, and Cruises have been combined into and reported as “Other”, which does not constitute a reportable segment, as none of these businesses meet the quantitative thresholds and/or other criteria to qualify as reportable segments. The nature of the services provided and revenue recognition policies are summarized by reported segment in “Note 4: Revenue Recognition.” Our operating segments are determined based on how our chief operating decision maker manages our business, regularly accesses information and evaluates performance for operating decision-making purposes, including allocation of resources.

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

Adjusted EBITDA is our segment profit measure and a key measure used by our management and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and

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

The following tables present our segment information for the years ended December 31, 2021, 2020 and 2019 and includes a reconciliation of Adjusted EBITDA to Net Income (Loss). We record depreciation and amortization, stock-based compensation and other stock-settled obligations, goodwill, intangible asset and other long-lived asset impairments, legal reserves and settlements, restructuring and other related reorganization costs, and other non-recurring expenses and income, net, which are excluded from segment operating performance, in corporate and unallocated. In addition, we do not report our assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. Intersegment revenue is not material and is included and eliminated in Other.


	Year ended December 31, 2021
	Hotels, Media & Platform (1)		Experiences & Dining			Other		Corporate and Unallocated			Total
	(in millions)
Revenue	$	549	$	307		$	46	$	—		$	902
Adjusted EBITDA		111		(36	)		25		—			100
Depreciation and amortization									(111	)		(111	)
Stock-based compensation									(120	)		(120	)
Operating income (loss)												(131	)
Other income (expense), net												(54	)
Income (loss) before income taxes												(185	)
(Provision) benefit for income taxes												37
Net income (loss)											$	(148	)


	Year ended December 31, 2020
	Hotels, Media & Platform (1)		Experiences & Dining			Other		Corporate and Unallocated			Total
	(in millions)
Revenue	$	361	$	186		$	57	$	—		$	604
Adjusted EBITDA		13		(79	)		15		—			(51	)
Depreciation and amortization									(125	)		(125	)
Stock-based compensation									(109	)		(109	)
Restructuring and other related reorganization costs									(41	)		(41	)
Impairment of goodwill									(3	)		(3	)
Operating income (loss)												(329	)
Other income (expense), net												(40	)
Income (loss) before income taxes												(369	)
(Provision) benefit for income taxes												80
Net income (loss)											$	(289	)


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

(1)

Includes allocated corporate general and administrative costs of $74 million, $70 million and $69 million and Tripadvisor-branded advertising expenses of $5 million, $10 million and $77 million for the years ended December 31, 2021, 2020 and 2019, respectively. Tripadvisor-branded advertising expenses have decreased significantly since the year ended December 31, 2019, as the Company shifted from television advertising to leverage other advertising mediums.

Product and Geographic Information

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

The Company measures its geographic revenue information based on the physical location of the Tripadvisor subsidiary which generates the revenue, which is consistent with our measurement of long-lived physical assets, or property and equipment, net. As such, this geographic classification does not necessarily align with where the consumer resides, where the consumer is physically located while using the Company's services, or the location of the travel service provider, experience operator or restaurant.

The Company’s revenue based on geographic location consists of the following for the periods presented:


	Year ended December 31,
	2021		2020		2019
	(in millions)
Revenue
United States	$	526	$	302	$	821
United Kingdom		259		169		466
All other countries		117		133		273
Total revenue	$	902	$	604	$	1,560

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


	December 31,
	2021		2020
	(in millions)
Property and equipment, net
United States	$	178	$	199
All other countries		37		41
Total	$	215	$	240

Customer Concentrations

Refer to “Note 2: Significant Accounting Policies” under the section entitled “Certain 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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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Basis of Presentation and Consolidation

Seasonality

Accounting Estimates

Revenue Recognition

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

Cost of Revenue

Selling and Marketing

Advertising costs

Technology and Content

General and Administrative

Stock-Based Compensation

Income Taxes

Cash, Cash Equivalents and Marketable Securities

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

Accounts Receivable and Allowance for Credit Losses

The following table presents the changes in our allowance for credit losses for the periods presented:


	December 31,
	2021			2020			2019
	(in millions)
Allowance for credit losses:
Balance, beginning of period	$	33		$	25		$	21
Provision charged to expense		3			17			11
Write-offs, net of recoveries and other adjustments		(8	)		(9	)		(7	)
Balance, end of period	$	28		$	33		$	25

Property and Equipment

Leases

Non-Marketable Equity Investments

Business Combinations

Goodwill and Intangible Assets

Goodwill

or judgments could trigger the need for an impairment charge, or materially increase or decrease the amount of any such impairment charge.

Intangible Assets

Impairment of Long-Lived Assets

Deferred Merchant Payables

Derivative Financial Instruments

Foreign Currency Translation and Transaction Gains and Losses

Fair Value Measurements and Disclosures

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

Debt Issuance Costs

Certain Risks and Concentrations

Contingent Liabilities

Treasury Stock

Earnings Per Share (“EPS”)

Refer to “Note 17: Earnings Per Share” for a discussion as to how we compute Basic EPS and Diluted EPS.

Recently Adopted Accounting Pronouncements

As of December 31, 2021, there are no other newly issued accounting standards expected to have a material impact on the Company’s financial statements or disclosures.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Changes in Allowance for Credit Losses

The following table presents the changes in our allowance for credit losses for the periods presented:


	December 31,
	2021			2020			2019
	(in millions)
Allowance for credit losses:
Balance, beginning of period	$	33		$	25		$	21
Provision charged to expense		3			17			11
Write-offs, net of recoveries and other adjustments		(8	)		(9	)		(7	)
Balance, end of period	$	28		$	33		$	25

Acquisitions and Other Investments (Tables)

12 Months Ended

Dec. 31, 2019

2019 Acquisition

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

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


	Total
Goodwill (1)	$	88
Intangible assets (2)		26
Net tangible assets (liabilities) (3)		(5	)
Total purchase price consideration	$	109

(1)

Goodwill of $53 million is not deductible for tax purposes.

(2)

(3)

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Reconciliation of Disaggregated Revenue to Segment Revenue


	Year ended December 31,
	2021		2020		2019
Major products/revenue sources (1):	(in millions)
Hotels, Media & Platform
Tripadvisor-branded hotels	$	452	$	292	$	779
Tripadvisor-branded display and platform		97		69		160
Total Hotels, Media & Platform		549		361		939

Experiences & Dining		307		186		456
Other		46		57		165
Total Revenue	$	902	$	604	$	1,560

(1)

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

Summary of Balances of Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses, from Contracts with Customers


	December 31, 2021		December 31, 2020
Accounts receivable	$	105	$	70
Contract assets		37		13
Total	$	142	$	83

Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Investments All Other Investments [Abstract]

Net Notional Principal Amounts of Outstanding Derivative Instruments

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


	December 31, 2021		December 31, 2020
	(in millions)
Foreign currency exchange-forward contracts (1)(2)	$	9	$	3

(1)

(2)

Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes


	December 31, 2021		December 31, 2020
	(in millions)
2025 Senior Notes
Aggregate principal amount	$	500	$	500
Carrying value amount (1)		493		491
Fair value amount (2)		531		542

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

(1)

Net of $7 million and $9 million of unamortized debt issuance costs as of December 31, 2021 and 2020, respectively.

(2)

(3)

Net of $5 million in unamortized debt issuance costs.

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Property Plant And Equipment [Abstract]

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Components of Property and Equipment, Net

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


	December 31, 2021			December 31, 2020
	(in millions)
Capitalized website development	$	416		$	371
Finance lease right-of-use asset		114			114
Leasehold improvements		48			49
Computer equipment and purchased software		77			71
Furniture, office equipment and other		20			21
		675			626
Less: accumulated depreciation		(460	)		(386	)
Total	$	215		$	240

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Operating and Finance Lease Assets and Liabilities are Included on Consolidated Balance Sheet

Operating and finance lease assets and liabilities are included on our consolidated balance sheet as follows for the periods presented:


		December 31,		December 31,
	Presentation on Consolidated Balance Sheet	2021		2020
		(in millions)
Noncurrent Lease Assets:
Finance lease	Property and equipment, net	$	86	$	95
Operating lease	Operating lease right-of-use-assets		42		54
	Total lease assets	$	128	$	149


Current Lease Liabilities:
Finance lease	Accrued expenses and other current liabilities	$	6	$	5
Operating lease	Accrued expenses and other current liabilities		20		21
	Total current lease liabilities		26		26

Noncurrent Lease Liabilities:
Finance lease	Finance lease liability, net of current portion		65		71
Operating lease	Operating lease liabilities, net of current portion		29		46
	Total noncurrent lease liabilities		94		117

	Total lease liabilities	$	120	$	143

Components of Lease Expense

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


	Year ended December 31,
	2021			2020			2019
	(in millions)
Operating lease cost (1)	$	21		$	28		$	24
Finance lease cost:
Amortization of right-of-use assets (2)	$	10		$	10		$	9
Interest on lease liabilities (3)		4			4			4
Total finance lease cost	$	14		$	14		$	13
Sublease income (1)		(5	)		(3	)		(3	)
Total lease cost, net	$	30		$	39		$	34

(1)

Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations.

(2)

Amount is included in depreciation expense in our consolidated statements of operations.

(3)

Amount is included in interest expense in our consolidated statements of operations.

Additional Information Related to Leases

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


	Year ended December 31,
	2021		2020		2019
Supplemental Cash Flows Information:	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	25	$	26	$	26
Operating cash outflows from finance lease		3		4		4
Financing cash outflows from finance lease		6		6		5

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases (1)	$	6	$	4	$	106
Finance lease (2)		—		—		88

(1)

(2)


	Year ended December 31,
	2021			2020
Weighted-average remaining lease term:
Operating leases	3.0 years			3.7 years
Finance lease	9.0 years			10.0 years

Weighted-average discount rate:
Operating leases		3.71	%		3.99	%
Finance lease		4.49	%		4.49	%

Summary of Future Lease Payments Under Non-Cancellable Leases

Future lease payments under non-cancelable leases as of December 31, 2021 were as follows:


Year Ending December 31,	Operating Leases			Finance Lease
	(in millions)
2022	$	23		$	9
2023		15			9
2024		9			9
2025		3			10
2026		2			10
Thereafter		—			39
Total future lease payments		52			86
Less imputed interest		(3	)		(15	)
Total lease liabilities	$	49		$	71

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill

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


	Hotels, Media & Platform		Experiences & Dining			Other (5)			Total
	(in millions)
Balance as of December 31, 2019	$	405	$	333		$	102		$	840
Re-allocation of goodwill (1)		2		—			(2	)		—
Impairment (2)		—		—			(3	)		(3	)
Disposition (3)		—		—			(6	)		(6	)
Foreign currency translation adjustments		—		21			2			23
Other adjustments (4)		—		8			—			8
Balance as of December 31, 2020	$	407	$	362		$	93		$	862
Foreign currency translation adjustments		—		(18	)		(1	)		(19	)
Balance as of December 31, 2021	$	407	$	344		$	92		$	843

(1)

Re-allocation of goodwill as a result of changes to reporting units related to internal restructuring during the second quarter of 2020.

(2)

Represents a goodwill impairment charge related to our Tripadvisor China reporting unit.

(3)

Disposition relates to the sale of our SmarterTravel business.

(4)

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

(5)

Other consists of the combination of Rentals, Flights & Car, and Cruises, and does not constitute a reportable segment.

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

Intangibles

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


	December 31,
	2021			2020
	(in millions)
Intangible assets with definite lives	$	237		$	262
Less: accumulated amortization		(202	)		(206	)
Intangible assets with definite lives, net		35			56
Intangible assets with indefinite lives		30			30
Total	$	65		$	86

Components of Intangible Assets with Definite Lives

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


			December 31, 2021							December 31, 2020
	Weighted Average		Gross					Net		Gross					Net
	Remaining Life		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	(in years)		Amount		Amortization			Amount		Amount		Amortization			Amount
			(in millions)							(in millions)
Trade names and trademarks		2.8	$	55	$	(43	)	$	12	$	59	$	(41	)	$	18
Customer lists and supplier relationships		5.2		99		(87	)		12		104		(83	)		21
Subscriber relationships		2.2		40		(36	)		4		42		(35	)		7
Technology and other		3.4		43		(36	)		7		57		(47	)		10
Total		3.7	$	237	$	(202	)	$	35	$	262	$	(206	)	$	56

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


2022	$	13
2023		9
2024		6
2025		4
2026		2
2027 and thereafter		1
Total	$	35

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables And Accruals [Abstract]

Details of Accrued Expenses and Other Current Liabilities

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


	December 31, 2021		December 31, 2020
	(in millions)
Accrued salary, bonus, and other employee-related benefits	$	58	$	49
Accrued marketing costs		27		13
Interest payable (1)		16		18
Current income taxes payable (2)		3		1
Finance lease liability - current portion (3)		6		5
Operating lease liabilities - current portion (3)		20		21
Other		51		53
Total	$	181	$	160

(1)

Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 10: Debt” for further information.

(2)

Refer to “Note 12: Income Taxes” for further information regarding our income tax liabilities.

(3)

Refer to “Note 7: Leases” for further information regarding our lease obligations.

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Outstanding Debt

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


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

December 31, 2020	Outstanding Principal Amount		Unamortized Debt Issuance Costs			Carrying Value
(in millions)
Long-Term Debt:
2025 Senior Notes	$	500	$	(9	)	$	491
Total Long-Term Debt	$	500	$	(9	)	$	491

Other Long-Term Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Other Liabilities Noncurrent [Abstract]

Schedule of Other Long-Term Liabilities

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


	December 31, 2021		December 31, 2020
	(in millions)
Unrecognized tax benefits (1)	$	177	$	178
Deferred gain on equity method investment (2)		31		33
Long-term income taxes payable		2		3
Other		5		9
Total	$	215	$	223

(1)

Refer to “Note 12: Income Taxes” for information on our unrecognized tax benefits. Amounts include accrued interest related to this liability.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Summary of Our Domestic and Foreign Income (Loss) Before Income Taxes

The following table presents a summary of our domestic and foreign income (loss) before income taxes for the periods presented:


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Domestic	$	(127	)	$	(262	)	$	92
Foreign		(58	)		(107	)		102
Income (loss) before income taxes	$	(185	)	$	(369	)	$	194

Summary of the Components of Our Provision (Benefit) for Income Taxes

The components of our provision (benefit) for income taxes consisted of the following for the periods presented:


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Current income tax expense (benefit):
Federal	$	6		$	(73	)	$	31
State		(1	)		(3	)		5
Foreign		2			(3	)		26
Current income tax expense (benefit)		7			(79	)		62
Deferred income tax expense (benefit):
Federal		(21	)		13			25
State		(5	)		(10	)		7
Foreign		(18	)		(4	)		(26	)
Deferred income tax expense (benefit)		(44	)		(1	)		6
Provision (benefit) for income taxes	$	(37	)	$	(80	)	$	68

Summary of Deferred Tax Assets and Deferred Tax Liabilities

The significant components of our deferred tax assets and deferred tax liabilities consisted of the following for the periods presented:


	December 31,
	2021			2020
	(in millions)
Deferred tax assets:
Stock-based compensation	$	31		$	31
Net operating loss carryforwards		102			81
Provision for accrued expenses		4			4
Lease financing obligation		20			23
Foreign advertising spend		15			15
Tax credit carryforward		12			5
Interest carryforward		71			32
Other		15			15
Total deferred tax assets	$	270		$	206
Less: valuation allowance		(123	)		(106	)
Net deferred tax assets	$	147		$	100
Deferred tax liabilities:
Intangible assets	$	(51	)	$	(53	)
Property and equipment		(22	)		(24	)
Prepaid expenses		(3	)		(2	)
Building - corporate headquarters		(17	)		(20	)
Other		(1	)		(1	)
Total deferred tax liabilities	$	(94	)	$	(100	)
Net deferred tax asset (liability)	$	53		$	—

Reconciliation of the (Benefit) Provision for Income Taxes


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Income tax expense at the federal statutory rate	$	(39	)	$	(77	)	$	40
Foreign rate differential		(14	)		(9	)		(16	)
State income taxes, net of effect of federal tax benefit		(2	)		(11	)		9
Unrecognized tax benefits and related interest		4			4			11
Change in cost-sharing treatment of stock-based compensation		—			—			15
FDII, GILTI and other provisions		—			—			(3	)
Rate differential on US NOL carryback (1)		—			(23	)		—
Research tax credit		(7	)		(9	)		(11	)
Stock-based compensation		(1	)		14			4
Change in valuation allowance		8			25			6
Local income tax on intercompany transaction (2)		—			1			7
Executive compensation		6			6			3
Other, net		8			(1	)		3
Provision (benefit) for income taxes	$	(37	)	$	(80	)	$	68

(1)

(2)

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

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


	December 31,
	2021			2020		2019
	(in millions)
Balance, beginning of year	$	144		$	140	$	136
Increases to tax positions related to the current year		5			3		11
Increases to tax positions related to the prior year		1			1		1
Decreases to tax positions related to the prior year		—			—		(8	)
Settlements during current year		(6	)		—		—
Balance, end of year	$	144		$	144	$	140

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Summary of Material Contractual Obligations and Commercial Commitments


			By Period
	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in millions)
Expected interest payments on 2025 Senior Notes (1)	$	125	$	35	$	71	$	19	$	—
Expected interest payments on 2026 Senior Notes (2)		4		1		2		1		—
Expected commitment fee payments on Credit Facility (3)		6		3		3		—		—
Purchase obligations and other (4)		45		18		24		2		1
Total (5)	$	180	$	57	$	100	$	22	$	1

(1)

(2)

(3)

(4)

(5)

Excluded from the table was $3 million of undrawn standby letters of credit, primarily as security deposits for certain property leases as of December 31, 2021.

Stock Based Awards and Other Equity Instruments (Tables)

12 Months Ended

Dec. 31, 2021

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

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


	Year ended December 31,
	2021			2020			2019
	(in millions)
Cost of revenue	$	1		$	1		$	1
Selling and marketing		16			16			23
Technology and content		46			44			55
General and administrative		57			48			45
Total stock-based compensation expense		120			109			124
Income tax benefit from stock-based compensation expense		(23	)		(23	)		(28	)
Total stock-based compensation expense, net of tax effect	$	97		$	86		$	96

Summary of Stock Option Activity

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


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Options			Price Per		Contractual		Intrinsic
	Outstanding			Share		Life		Value
	(in thousands)					(in years)		(in millions)
Options outstanding as of December 31, 2020		5,615			46.31
Granted		1,002			41.12
Exercised (1)		(705	)		33.97
Cancelled or expired		(241	)		43.97
Options outstanding as of December 31, 2021		5,671		$	47.03		4.8	$	1
Exercisable as of December 31, 2021		3,878		$	51.06		3.6	$	1
Vested and expected to vest after December 31, 2021 (2)		5,671		$	47.03		4.8	$	1

(1)

(2)

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

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


	December 31,
	2021			2020			2019
Risk free interest rate		0.83	%		1.15	%		1.79	%
Expected term (in years)		5.45			5.30			5.19
Expected volatility		49.61	%		43.39	%		42.09	%
Expected dividend yield	— %			— %			— %
Weighted-average grant date fair value	$	18.40		$	10.08		$	21.25

Summary of RSU Activity

A summary of restricted stock units (“RSUs”) activity, consisting primarily of service-based vesting terms, 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, 2020		8,111			32.29
Granted		3,503			40.17
Vested and released (1)		(4,632	)		31.26
Cancelled		(1,196	)		37.45
Unvested RSUs outstanding as of December 31, 2021 (2)		5,786		$	36.82	$	158

(1)

(2)

Summary of Unrecognized Compensation Expense and Weighted Average Period Remaining


	Stock
	Options		RSUs/MSUs
Unrecognized compensation expense	$	17	$	141
Weighted average period remaining (in years)		2.3		2.6

MSUs

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

Summary of RSU Activity

A summary of our MSU activity 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, 2020		174			37.29
Cancelled (1)		(54	)		57.62
Unvested MSUs outstanding as of December 31, 2021 (2)		120		$	28.15	$	3

(1)

MSU cancellations primarily reflect performance targets not being attained during the performance period.

(2)

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

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

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


	December 31, 2021			December 31, 2020
	(in millions)
Cumulative foreign currency translation adjustments, net of tax (1)	$	(56	)	$	(34	)
Accumulated other comprehensive income (loss)	$	(56	)	$	(34	)

(1)

Deferred income tax liabilities related to these amounts are not material.

Earnings Per Share (Tables)

1 Months Ended

Jan. 31, 2021

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding


	Year ended December 31,
	2021			2020			2019
Numerator:
Net income (loss)	$	(148	)	$	(289	)	$	126
Denominator:
Weighted average shares used to compute Basic EPS		137,234			134,858			138,975
Weighted average effect of dilutive securities:
Stock options		—			—			155
RSUs/MSUs		—			—			1,528
Weighted average shares used to compute Diluted EPS		137,234			134,858			140,658
Basic EPS	$	(1.08	)	$	(2.14	)	$	0.91
Diluted EPS	$	(1.08	)	$	(2.14	)	$	0.89

Other Income (Expense), Net (Tables)

12 Months Ended

Dec. 31, 2021

Other Income And Expenses [Abstract]

Summary of Other Income (Expense), Net

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


	Year Ended December 31,
	2021			2020			2019
	(in millions)
Foreign currency exchange gains (losses), net (1)	$	(4	)	$	5		$	(2	)
Earnings (losses) from equity investment, net		(3	)		(3	)		(1	)
Loss on sale/disposal of business (2)		—			(6	)		—
Other, net		(3	)		(4	)		—
Total	$	(10	)	$	(8	)	$	(3	)

(1)

(2)

Related to loss on disposal on the sale of our SmarterTravel business during June 2020.

Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Summary of Segment Information


	Year ended December 31, 2021
	Hotels, Media & Platform (1)		Experiences & Dining			Other		Corporate and Unallocated			Total
	(in millions)
Revenue	$	549	$	307		$	46	$	—		$	902
Adjusted EBITDA		111		(36	)		25		—			100
Depreciation and amortization									(111	)		(111	)
Stock-based compensation									(120	)		(120	)
Operating income (loss)												(131	)
Other income (expense), net												(54	)
Income (loss) before income taxes												(185	)
(Provision) benefit for income taxes												37
Net income (loss)											$	(148	)


	Year ended December 31, 2020
	Hotels, Media & Platform (1)		Experiences & Dining			Other		Corporate and Unallocated			Total
	(in millions)
Revenue	$	361	$	186		$	57	$	—		$	604
Adjusted EBITDA		13		(79	)		15		—			(51	)
Depreciation and amortization									(125	)		(125	)
Stock-based compensation									(109	)		(109	)
Restructuring and other related reorganization costs									(41	)		(41	)
Impairment of goodwill									(3	)		(3	)
Operating income (loss)												(329	)
Other income (expense), net												(40	)
Income (loss) before income taxes												(369	)
(Provision) benefit for income taxes												80
Net income (loss)											$	(289	)


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

(1)

Summary of Revenue by Geographic Location

The Company’s revenue based on geographic location consists of the following for the periods presented:


	Year ended December 31,
	2021		2020		2019
	(in millions)
Revenue
United States	$	526	$	302	$	821
United Kingdom		259		169		466
All other countries		117		133		273
Total revenue	$	902	$	604	$	1,560

Property and Equipment, Net

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


	December 31,
	2021		2020
	(in millions)
Property and equipment, net
United States	$	178	$	199
All other countries		37		41
Total	$	215	$	240

Organization and Business Description - Additional Information (Details) shares in Millions			3 Months Ended	12 Months Ended
	Dec. 31, 2021 Market Language VotePerShare Hotel Vote	Dec. 11, 2012 shares	Mar. 31, 2020 USD ($)	Dec. 31, 2021 Market Language VotePerShare Vote shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jul. 09, 2020 USD ($)
Description Of Business And Basis Of Presentation [Line Items]
Number of markets with localized versions of website \| Market	40			40
Number of languages worldwide \| Language	20			20
Description of user-generated reviews and opinions across broad base of global travel-related businesses				Tripadvisor features more than 1 billion reviews and opinions on nearly 8 million hotels and other accommodations, restaurants, experiences, airlines and cruises.
Number of reviews and opinions \| Hotel	8,000,000
Restructuring and other related reorganization costs \| $					$ 41,000,000	$ 1,000,000
Revolving Credit Facility \| Credit Facility
Description Of Business And Basis Of Presentation [Line Items]
Amount borrowed \| $			$ 700,000,000
Credit facility, maturity date				May 12, 2024
Revolving Credit Facility \| Credit Facility \| Amended Credit Agreement On December 17th 2020
Description Of Business And Basis Of Presentation [Line Items]
Credit facility, maturity date	May 12, 2022
Credit facility, extended maturity date	May 12, 2024
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
Employee Severance and Related Benefits
Description Of Business And Basis Of Presentation [Line Items]
Restructuring and other related reorganization costs \| $					$ 41,000,000
Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Right to voting				10 votes per share
Vote per common stock share \| VotePerShare	10			10
Liberty
Description Of Business And Basis Of Presentation [Line Items]
Common stock purchased by Liberty		4.8
Beneficially ownership of shares of common stock		18.2
Beneficially ownership of shares of Common Stock Class B		12.8
Percentage of interest held by related party		100.00%
LTRIP
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock				16.4
Percentage taken from outstanding shares of common stock				13.00%
Percentage of beneficially ownership of shares of common stock class B				21.00%
Right to voting				one vote per share
Vote per common stock share \| VotePerShare	1			1
Beneficially ownership of equity securities				57.00%
LTRIP \| Class B Common Stock
Description Of Business And Basis Of Presentation [Line Items]
Beneficially ownership of shares of common stock				12.8
Percentage taken from outstanding shares of common stock				100.00%
Right to voting				ten votes per share
Vote per common stock share \| Vote	10			10

Significant Accounting Policies - Additional Information (Details)
$ in Millions

12 Months Ended

Dec. 31, 2021

USD ($)

Subsidiary

Dec. 31, 2020

USD ($)

Dec. 31, 2019

USD ($)

Financial instruments including money market funds maturities period

Advertising expense

$ 282

$ 118

$ 423

Expected dividend yield

0.00%

90 days

Minimum maturities of short-term marketable securities

90 days

Maximum remaining maturity for short-term marketable securities

12 months

Maximum maturity period for marketable security

3 years

Weighted Average Maturity

18 months

Customer invoices due period

30 days

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

50.00%

Deferred merchant payables

$ 113

$ 36

Minimum maturity at purchase date for a short term marketable security

90 days

Net foreign currency exchange gains/(losses)

^[1]

$ (4)

$ (2)

Foreign currency exchange contracts maturity period, maximum

90 days

Available for sale securities

$ 0

U.S. Treasury Securities

Portfolio based securities loss expectation

U.S. Government Agency Securities

Portfolio based securities loss expectation

$ 0

Customer Concentration Risk | Sales | Expedia

Customer concentration risk

10.00%

Customer Concentration Risk | Sales | Booking

Customer concentration risk

10.00%

Customer Concentration Risk | Sales | Expedia and Booking

Customer concentration risk

34.00%

25.00%

33.00%

Minimum

Depreciation over the estimated useful lives of assets

3 years

Maximum

Depreciation over the estimated useful lives of assets

5 years

Stock Options

Term of stock options, granted

10 years

Vesting period

4 years

Restricted Stock Units

Vesting period

4 years

China

Number of operating subsidiaries | Subsidiary

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

Significant Accounting Policies - Summary of Changes in Allowance for Credit Losses (Details) - Allowance for Doubtful Accounts - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Valuation And Qualifying Accounts Disclosure [Line Items]
Balance, beginning of period	$ 33	$ 25	$ 21
Provision charged to expense	3	17	11
Write-offs, net of recoveries and other adjustments	(8)	(9)	(7)
Balance, end of period	$ 28	$ 33	$ 25

Acquisitions and Other Investments - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 Business	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) Business
Acquisitions And Other Investments [Line Items]
Cash consideration paid, net of cash acquired		$ 4	$ 110
Cost method investments			$ 2
Series of Individually Immaterial Business Acquisition
Acquisitions And Other Investments [Line Items]
Number of business acquired \| Business	0		3
Acquisition-related costs expensed as incurred			$ 2
Total acquisition purchase price			109
Cash consideration paid, net of cash acquired			107
Cash acquired from acquisition			2
Purchase price consideration			$ 109
SinglePlatform
Acquisitions And Other Investments [Line Items]
Percentage of ownership interests acquired			100.00%
Date of acquisition			Dec. 31, 2019
BookaTable
Acquisitions And Other Investments [Line Items]
Percentage of ownership interests acquired			100.00%
Date of acquisition			Dec. 31, 2019
Restorando
Acquisitions And Other Investments [Line Items]
Percentage of ownership interests acquired			100.00%
Date of acquisition			Feb. 28, 2019

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

12 Months Ended

Dec. 31, 2019

Dec. 31, 2021

Dec. 31, 2020

Series of Individually Immaterial Business Acquisition

Goodwill

$ 840

$ 843

$ 862

Preliminary identifiable definite-lived intangible assets

Goodwill

^[1]

^[2]

Net tangible assets (liabilities)

^[3]

(5)

Total purchase price consideration

$ 109

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

6 years

Cash acquired from acquisition

$ 2

Assets acquired, accounts receivable

Assets acquired, prepaid expenses and other current assets

Liabilities assumed

Series of Individually Immaterial Business Acquisition | Trade Names

Preliminary identifiable definite-lived intangible assets

$ 2

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

2 years

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

Preliminary identifiable definite-lived intangible assets

$ 10

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

8 years

Series of Individually Immaterial Business Acquisition | Subscriber Relationships

Preliminary identifiable definite-lived intangible assets

$ 6

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

3 years

Series of Individually Immaterial Business Acquisition | Developed Technology and Other

Preliminary identifiable definite-lived intangible assets

$ 8

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

6 years

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

Goodwill not deductible for tax purpose

$ 53

[1]	Goodwill of $53 million is not deductible for tax purposes.
[2]	Identifiable definite-lived intangible assets acquired were comprised of trade names of $2 million with a weighted average life of 2 years, customer lists and supplier relationships of $10 million with a weighted average life of 8 years, subscriber relationships of $6 million with a weighted average life of approximately 3 years, and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses was 6 years, and are being amortized on a straight-line basis over their estimated useful lives from acquisition date.
[3]	Primarily includes cash acquired of $2 million, accounts receivable of $3 million, prepaid expenses and other current assets of $2 million and liabilities assumed of $10 million, including accounts payable, accrued expenses and other current liabilities, and deferred revenue, which reflect their respective fair values at acquisition.

Revenue Recognition - Additional Information (Details)	12 Months Ended
Revenue Recognition - Additional Information (Details)	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2021 USD ($)	Jan. 01, 2020 USD ($)
Disaggregation Of Revenue [Line Items]
Customer invoices due period	30 days
Asset impairment charges	$ 0	$ 0	$ 0
Number of reportable segment \| Segment	2
Deferred revenue	$ 36,000,000	28,000,000		$ 28,000,000	$ 62,000,000
Revenue recognized	23,000,000	51,000,000
Contract with customer revenue refunded due to cancellations	4,000,000	11,000,000
COVID-19 Pandemic
Disaggregation Of Revenue [Line Items]
Decrease in allowance for expected uncollectible amounts of accounts receivable and contract assets	14,000,000
Selling and Marketing
Disaggregation Of Revenue [Line Items]
Amortization expense	$ 1,000,000	1,000,000	$ 1,000,000
Maximum
Disaggregation Of Revenue [Line Items]
Capitalized contract cost, Amortization period	1 year
Sales Incentive Program \| Minimum
Disaggregation Of Revenue [Line Items]
Capitalized contract cost, Amortization period	1 year
ASC 606
Disaggregation Of Revenue [Line Items]
Customer invoices due period	30 days
ASC 606 \| Other Long-term Assets
Disaggregation Of Revenue [Line Items]
Unamortized contract costs	$ 4,000,000	$ 4,000,000

Revenue Recognition - Additional Information 1 (Details)	Dec. 31, 2021
ASC 606 \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01
Disaggregation Of Revenue [Line Items]
Transaction price related to unsatisfied performance obligations expected period	1 year

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

^[1]

$ 902

$ 604

$ 1,560

Hotels, Media & Platform

Experiences & Dining Segment

^[1]

549

361

939

^[1]

307

186

456

Tripadvisor-Branded Hotels | Hotels, Media & Platform

^[1]

165

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

^[1]

452

292

779

^[1]

$ 97

$ 69

$ 160

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

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.

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

Revenue Recognition - Summary of Balances of Accounts Receivable and Contract Assets, Net of Allowance for Credit Losses, from Contracts with Customers (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Revenue From Contract With Customer [Abstract]
Accounts receivable	$ 105	$ 70
Contract assets	37	13
Total	$ 142	$ 83

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Jun. 30, 2020

Financial assets measured at fair value on a recurring basis

$ 0

Financial liabilities measured at fair value on a recurring basis

Cash and cash equivalents, consisted of bank deposits

723,000,000

418,000,000

Long-term marketable securities outstanding

Short-term marketable securities outstanding

Marketable securities, realized gain (losses)

$ 0

Derivative instruments not designated as hedging instruments, description of terms

Foreign currency exchange contracts maturity period, maximum

90 days

Net gain (loss) related to forward contracts

$ 2,000,000

1,000,000

Earnings (losses) from equity method investment, net

^[1]

31,000,000

33,000,000

(3,000,000)

(1,000,000)

Equity securities without readily determinable fair value

$ 2,000,000

2,000,000

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

$ 5,000,000

3,000,000

Net of accumulated allowance for credit losses, Carrying value

$ 9,000,000

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%

Equity method investments

41,000,000

Deferred gain recognition period

$ 34,000,000

39,000,000

15 years

Impairment loss on equity method investments

$ 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

34,000,000

38,000,000

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

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

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

3,000,000

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

Level 3 Unobservable Inputs

31,000,000

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

Financial assets measured at fair value on a recurring basis

Financial liabilities measured at fair value on a recurring basis

$ 0

[1]	Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 5: Financial Instruments and Fair Value Measurements” for additional information.

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

Dec. 31, 2021

Dec. 31, 2020

Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts

Derivatives Fair Value [Line Items]

Foreign currency exchange-forward contracts

^[1],[2]

$ 9,000,000

$ 3,000,000

[1]	Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less.
[2]	The fair value of our outstanding derivatives as of December 31, 2021 and 2020, respectively, was not material. The notional amount of a forward contract is the contracted amount of foreign currency to be exchanged and is not recorded on the consolidated balance sheet.

Financial Instruments and Fair Value Measurements - Net Notional Principal Amounts of Outstanding Derivative Instruments (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2021
Investments Debt And Equity Securities [Abstract]
Maximum maturity period of outstanding derivatives are not designated as hedging instruments	90 days

Financial Instruments and Fair Value Measurements - Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes (Details) - USD ($)
$ in Millions

Dec. 31, 2021

Dec. 31, 2020

Level 2 | 2025 Senior Notes

$ 833

$ 491

Aggregate principal amount

500

Level 2 | 2026 Senior Notes

^[1]

493

491

Fair value amount

^[2]

531

$ 542

Aggregate principal amount

345

Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]

^[3]

340

Fair value amount

^[2]

$ 305

[1]	Net of $7 million and $9 million of unamortized debt issuance costs as of December 31, 2021 and 2020, respectively.
[2]	We estimate the fair value of our outstanding 2025 Senior Notes and 2026 Senior Notes based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source.
[3]	Net of $5 million in unamortized debt issuance costs.

Financial Instruments and Fair Value Measurements - Schedule of Aggregate Principal and Fair Value Amount of Outstanding 2025 Senior Notes and 2026 Senior Notes (Parenthetical) (Details) - Level 2 - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
2025 Senior Notes
Debt Instrument [Line Items]
Debt instrument, issuances costs	$ 7	$ 9
2026 Senior Notes
Debt Instrument [Line Items]
Debt instrument, issuances costs	$ 5

Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 675	$ 626
Less: accumulated depreciation	(460)	(386)
Total	215	240
Capitalized Website Development
Property Plant And Equipment [Line Items]
Property and equipment, gross	416	371
Total	97	108
Finance Lease Right-of-Use Asset
Property Plant And Equipment [Line Items]
Property and equipment, gross	114	114
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	48	49
Computer Equipment and Purchased Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	77	71
Furniture, Office Equipment and Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 20	$ 21

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment, net	$ 215	$ 240
Capitalized Software and Website Development
Property Plant And Equipment [Line Items]
Depreciation of property and equipment, including amortization of internal-use website development	64	67	$ 63
Capitalized Website Development
Property Plant And Equipment [Line Items]
Property and equipment, net	97	108
Depreciation of property and equipment, including amortization of internal-use website development	64	67	63
Website Development
Property Plant And Equipment [Line Items]
Capitalized computer website development costs	$ 55	$ 63	$ 79

Leases - Additional Information (Details)		12 Months Ended
Leases - Additional Information (Details)	Jun. 30, 2013	Dec. 31, 2021 ft² Location
Corporate HQ Building
Lessee Lease Description [Line Items]
Lease expiration date	Dec. 31, 2030
Corporate Headquarter Office Space
Lessee Lease Description [Line Items]
Lease expiration date		Dec. 31, 2030
Leased square footage of office space		280,000
Extended lease term		5 years
North America and Europe and Asia Pacific
Lessee Lease Description [Line Items]
Leased area of office space		430,000
Leased location \| Location		35
Lease expiration date		Jun. 30, 2027
Accounting Standards Update 2016-02
Lessee Lease Description [Line Items]
Operating leases options to extend lease terms		6 years
Operating lease, existence of option to extend		true
Operating lease, existence of option to terminate		true
Accounting Standards Update 2016-02 \| Maximum
Lessee Lease Description [Line Items]
Lease expiration date		Jun. 30, 2027
Operating lease, option to terminate		1 year

Leases - Schedule of Operating and Finance Lease Assets and Liabilities are Included on Consolidated Balance Sheet (Details) - USD ($)
$ in Millions

Dec. 31, 2021

Dec. 31, 2020

Noncurrent Lease Assets:

Finance lease

$ 86

$ 95

Property and equipment, net

Operating lease right-of-use assets (Note 7)

$ 42

$ 54

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]

Operating lease right-of-use assets (Note 7)

Total noncurrent lease assets

$ 128

$ 149

Current Lease Liabilities:

Finance lease

^[1]

$ 6

$ 5

Finance Lease Liability Current Statement Of Financial Position [Extensible List]

Accrued expenses and other current liabilities (Note 9)

Operating lease

^[1]

$ 20

$ 21

Operating Lease Liability Current Statement Of Financial Position [Extensible List]

Accrued expenses and other current liabilities (Note 9)

Current Lease Liabilities

$ 26

Noncurrent Lease Liabilities:

Finance lease obligation, net of current portion (Note 7)

$ 65

$ 71

Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]

Finance lease obligation, net of current portion (Note 7)

Operating lease liabilities, net of current portion (Note 7)

$ 29

$ 46

Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]

Operating lease liabilities, net of current portion (Note 7)

Lease Liabilities Noncurrent

$ 94

$ 117

Finance Lease Liability

$ 120

$ 143

[1]	Refer to “Note 7: Leases” for further information regarding our lease obligations.

Leases - Components of Lease Expense (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Lease Cost [Abstract]

Operating lease cost

^[1]

$ 21

$ 28

$ 24

Finance lease cost:

Amortization of right-of-use assets

^[2]

Interest on lease liabilities

^[3]

Total finance lease cost

Sublease income

^[1]

(5)

(3)

Total lease cost, net

$ 30

$ 39

$ 34

[1]	Operating lease costs, net of sublease income, are included within operating expenses in our consolidated statements of operations.
[2]	Amount is included in depreciation expense in our consolidated statements of operations.
[3]	Amount is included in interest expense in our consolidated statements of operations.

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

12 Months Ended

Jan. 01, 2019

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

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

Operating cash outflows from operating leases

$ 25

$ 26

Operating cash outflows from finance lease

Financing cash outflows from finance lease

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

Operating leases

$ 88

$ 6

^[1]

$ 4

^[1]

106

^[1]

Finance lease

^[2]

$ 88

Weighted-average remaining lease term:

Weighted-average remaining lease term, Operating leases

3 years

3 years 8 months 12 days

Weighted-average remaining lease term, Finance lease

9 years

10 years

Weighted-average discount rate:

Weighted-average discount rate, Operating leases

3.71%

3.99%

Weighted-average discount rate, Finance lease

4.49%

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

Leases - Additional Information Related to Leases (Parenthetical) (Details) - USD ($)
$ in Millions

12 Months Ended

Jan. 01, 2019

Dec. 31, 2021

^[1]

Dec. 31, 2020

^[1]

Dec. 31, 2019

Lessee Disclosure [Abstract]

Operating leases

$ 88

$ 6

$ 4

$ 106

^[1]

Operating leases commenced amount

$ 18

[1]	Amount related to 2019 includes operating leases, recognized upon adoption of ASC 842 on January 1, 2019 of $88 million, and those that commenced during the year ended December 31, 2019 of $18 million.

Leases - Summary of Future Lease Payments Under Non-Cancellable Leases (Details) $ in Millions	Dec. 31, 2021 USD ($)
Operating Lease Liabilities, Payments Due [Abstract]
2022	$ 23
2023	15
2024	9
2025	3
2026	2
Thereafter	0
Total future lease payments	52
Less imputed interest	(3)
Total lease liabilities	49
Finance Lease Liabilities, Payments, Due [Abstract]
2022	9
2023	9
2024	9
2025	10
2026	10
Thereafter	39
Total future lease payments	86
Less imputed interest	(15)
Total lease liabilities	$ 71

Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($)

3 Months Ended

12 Months Ended

Sep. 30, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Goodwill And Intangible Assets [Line Items]

Impairment of goodwill (Note 8)

$ 0

$ 3,000,000

^[1]

$ 0

Accumulated goodwill impairment losses

3,000,000

Amortization expense

20,000,000

26,000,000

33,000,000

Impairment of indefinite-lived intangible assets

Impairment of intangible assets

$ 0

China

Goodwill And Intangible Assets [Line Items]

Impairment of goodwill (Note 8)

$ 3,000,000

[1]	Represents a goodwill impairment charge related to our Tripadvisor China reporting unit.

Goodwill and Intangible Assets, Net - Summary of Goodwill Activity by Reportable Segments (Details) - USD ($)

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

$ 862,000,000

$ 840,000,000

Foreign currency translation adjustments

(3,000,000)

^[1]

$ 0

Disposition

^[2]

(6,000,000)

(19,000,000)

23,000,000

Other adjustments

^[3]

8,000,000

843,000,000

862,000,000

840,000,000

Hotels, Media & Platform

Re-allocation of goodwill

407,000,000

405,000,000

^[4]

2,000,000

Experiences & Dining Segment

407,000,000

405,000,000

Foreign currency translation adjustments

362,000,000

333,000,000

(18,000,000)

21,000,000

Other adjustments

^[3]

8,000,000

344,000,000

362,000,000

333,000,000

Re-allocation of goodwill

^[5]

93,000,000

102,000,000

^[4],[5]

(2,000,000)

Foreign currency translation adjustments

^[1],[5]

3,000,000

Disposition

^[2],[5]

(6,000,000)

^[5]

(1,000,000)

2,000,000

Accrued salary, bonus, and related benefits

^[5]

$ 92,000,000

$ 93,000,000

$ 102,000,000

[1]	Represents a goodwill impairment charge related to our Tripadvisor China reporting unit.
[2]	Disposition relates to the sale of our SmarterTravel business.
[3]	Other adjustments primarily relate to an immaterial business acquisition in our Experiences & Dining reportable segment.
[4]	Re-allocation of goodwill as a result of changes to reporting units related to internal restructuring during the second quarter of 2020.
[5]	Other consists of the combination of Rentals, Flights & Car, and Cruises, and does not constitute a reportable segment.

Goodwill and Intangible Assets, Net - Summary of Intangible Assets Acquired in Business Combinations (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Intangible assets with definite lives	$ 237	$ 262
Less: accumulated amortization	(202)	(206)
Intangible assets with definite lives, net	35	56
Intangible assets with indefinite lives	30	30
Total	$ 65	$ 86

Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	3 years 8 months 12 days
Gross Carrying Amount	$ 237	$ 262
Less: accumulated amortization	(202)	(206)
Intangible assets with definite lives, net	$ 35	56
Trade Names and Trademarks
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	2 years 9 months 18 days
Gross Carrying Amount	$ 55	59
Less: accumulated amortization	(43)	(41)
Intangible assets with definite lives, net	$ 12	18
Customer Lists and Supplier Relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	5 years 2 months 12 days
Gross Carrying Amount	$ 99	104
Less: accumulated amortization	(87)	(83)
Intangible assets with definite lives, net	$ 12	21
Subscriber Relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	2 years 2 months 12 days
Gross Carrying Amount	$ 40	42
Less: accumulated amortization	(36)	(35)
Intangible assets with definite lives, net	$ 4	7
Technology and Other
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Life (in years)	3 years 4 months 24 days
Gross Carrying Amount	$ 43	57
Less: accumulated amortization	(36)	(47)
Intangible assets with definite lives, net	$ 7	$ 10

Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
2022	$ 13
2023	9
2024	6
2025	4
2026	2
2027 and thereafter	1
Intangible assets with definite lives, net	$ 35	$ 56

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

Dec. 31, 2021

Dec. 31, 2020

Payables And Accruals [Abstract]

$ 58

$ 49

Accrued marketing costs

Interest payable

^[1]

Current income taxes payable

^[2]

Finance lease obligation - current portion

^[3]

Operating lease liabilities - current portion

^[3]

Total

$ 181

$ 160

[1]	Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 10: Debt” for further information.
[2]	Refer to “Note 12: Income Taxes” for further information regarding our income tax liabilities.
[3]	Refer to “Note 7: Leases” for further information regarding our lease obligations.

Debt - Summary of Outstanding Debt (Details) - Long-Term Debt - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Outstanding Principal Amount	$ 845	$ 500
Unamortized Debt Issuance Costs	(12)	(9)
Carrying Value	833	491
2025 Senior Notes
Debt Instrument [Line Items]
Outstanding Principal Amount	500	500
Unamortized Debt Issuance Costs	(7)	(9)
Carrying Value	493	$ 491
2026 Senior Notes
Debt Instrument [Line Items]
Outstanding Principal Amount	345
Unamortized Debt Issuance Costs	(5)
Carrying Value	$ 340

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 01, 2021	Jun. 30, 2021
Debt Instrument [Line Items]
Total interest and commitment fees		$ 45,000,000	$ 35,000,000	$ 7,000,000
Credit Facility
Debt Instrument [Line Items]
Total interest and commitment fees		3,000,000	10,000,000	$ 2,000,000
Credit Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 500,000,000
Credit facility, maturity date		May 12, 2024
Outstanding borrowings		$ 0	0
Amount borrowed	$ 700,000,000
Line Of Credit Facility Unused Capacity Commitment Fee Percentage		0.50%
Debt instrument, issuances costs		$ 4,000,000
Credit Facility \| Revolving Credit Facility \| Interest Expense
Debt Instrument [Line Items]
Debt instrument, issuances costs			2,000,000
Credit Facility \| Revolving Credit Facility \| Other Long Term Asset
Debt Instrument [Line Items]
Payments of financing costs for amendments to 2015 credit facility			$ 7,000,000
Credit Facility \| Revolving Credit Facility \| LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate		2.25%
Floor Interest Rate		1.00%
Credit Facility \| Letter of Credit
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 15,000,000
Letters of credit outstanding amount		3,000,000
Credit Facility \| Borrowings On Same Day Notice
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 40,000,000
Credit Facility \| Amended 2015 Credit Facility in May 2020 and December 2020 \| Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, maturity date		May 12, 2022
Credit facility, extended maturity date		May 12, 2024
Credit Facility, description		We amended the Credit Facility in May 2020 and December 2020 to, among other things:•suspend the leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring the Company to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity), until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, and (b) the election of the Company, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”);•decrease the aggregate amount of revolving loan commitments available to $500 million from $1.2 billion;•extend the maturity date of the Credit Facility from May 12, 2022 to May 12, 2024; and•secure the obligations under the agreement.
Minimum liquidity required						$ 150,000,000
Maximum borrowings allowed excluding leverage ratio covenant					$ 200,000,000
Credit Facility \| Amended 2015 Credit Facility in May 2020 and December 2020 \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 500,000,000
Credit Facility \| Amended 2015 Credit Facility in May 2020 and December 2020 \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Borrowing capacity under Credit Facility		$ 1,200,000,000

Debt - Two Thousand Twenty Five Senior Notes - Additional Information (Details) - USD ($)

12 Months Ended

Jul. 09, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Interest payable

^[1]

$ 16,000,000

$ 18,000,000

7.000% senior notes due July 15, 2025

$ 45,000,000

35,000,000

$ 7,000,000

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

Percentage of principal amount to be paid in event of an optional redemption

100.00%

Debt instruments offer to purchase percentage of principal amount repurchased

101.00%

Interest payable

$ 16,000,000

17,000,000

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

$ 35,000,000

$ 17,000,000

Debt instrument, redemption price, percentage

40.00%

[1]	Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 10: Debt” for further information.

Debt - Two Thousand Twenty Six Senior Notes - Additional Information (Details)
$ / shares in Units, shares in Millions

12 Months Ended

Mar. 25, 2021

USD ($)

Mar. 22, 2021

$ / shares

Dec. 31, 2021

USD ($)

TradingDay

$ / shares

Dec. 31, 2020

USD ($)

Dec. 31, 2019

USD ($)

Capped call transactions cost

$ 35,000,000

Deferred tax asset

147,000,000

$ 100,000,000

Unpaid interest in accrued expenses and other current liabilities

833,000,000

491,000,000

^[1]

16,000,000

18,000,000

0.250% Senior Notes due April 1, 2026

$ 45,000,000

$ 35,000,000

$ 7,000,000

Debt instrument, aggregate principal amount

$ 300,000,000

Debt instrument, interest rate

0.25%

Debt issuance costs, Percentage

0.53%

Debt Instrument, date of first required payment of interest

Oct. 01, 2021

Debt Instrument, maturity date

Apr. 01, 2026

Debt instruments purchase agreement date

Mar. 25, 2021

Debt instrument, frequency of interest payment

semiannually

Debt instrument, redemption, description

Debt instrument, convertible, threshold percentage of stock price trigger

130.00%

Debt Instrument, convertible, threshold trading days | TradingDay

Debt Instrument, convertible, threshold consecutive trading days | TradingDay

Debt instrument, convertible, principal amount

$ 1,000

Debt instrument, initial conversion rate

1,354.8300

Debt instrument, initial conversion price | $ / shares

$ 73.81

Proceeds from debt, issuance costs

$ 340,000,000

Debt issuance costs

5,000,000

Capped call transactions cost

35,000,000

Debt instrument, convertible, capped call transactions, percentage of common stock sale price

100.00%

Share Price | $ / shares

$ 53.68

Deferred tax asset

9,000,000

0.250% Senior Notes due April 1, 2026 | Over-allotment Option

$ 1,000,000

Debt instrument, aggregate principal amount

$ 45,000,000

0.250% Senior Notes due April 1, 2026 | Debt Instrument, Conversion, Period One

Debt instrument, convertible, threshold percentage of stock price trigger

130.00%

Debt Instrument, convertible, threshold trading days | TradingDay

Debt Instrument, convertible, threshold consecutive trading days | TradingDay

Debt instrument, conversion, description

during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; •during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2026 Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or upon the occurrence of specified corporate events as described in the 2026 Indenture.

0.250% Senior Notes due April 1, 2026 | Debt Instrument, Conversion, Period Two

Debt instrument, convertible, threshold percentage of stock price trigger

98.00%

Debt Instrument, convertible, threshold consecutive trading days | TradingDay

Debt instrument, convertible, principal amount

$ 1,000

Debt instrument, convertible, consecutive business days immediately following threshold consecutive trading days | TradingDay

0.250% Senior Notes due April 1, 2026 | Common Stock

Common stock shares covered under capped call transaction | shares

4.7

[1]	Amount relates primarily to unpaid interest accrued on our 2025 Senior Notes. Refer to “Note 10: Debt” for further information.

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

Dec. 31, 2021

Dec. 31, 2020

Other Liabilities Noncurrent [Abstract]

Unrecognized tax benefits

^[1]

$ 177

$ 178

Deferred gain on equity method investment

^[2]

Long-term income taxes payable

Total other long term liabilities

$ 215

$ 223

[1]	Refer to “Note 12: Income Taxes” for information on our unrecognized tax benefits. Amounts include accrued interest related to this liability
[2]	Amount relates to long-term portion of a deferred income liability recorded as a result of an equity method investment made in the fourth quarter of 2019. Refer to “Note 5: Financial Instruments and Fair Value Measurements” for additional information.

Income Taxes - Summary of Our Domestic and Foreign Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (127)	$ (262)	$ 92
Foreign	(58)	(107)	102
Income (loss) before income taxes	$ (185)	$ (369)	$ 194

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
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-Name Accounting Standards Codification
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Options Outstanding, Beginning balance | shares

Income Taxes - Summary of the Components of Our Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current income tax expense (benefit):
Federal	$ 6	$ (73)	$ 31
State	(1)	(3)	5
Foreign	2	(3)	26
Current income tax expense (benefit)	7	(79)	62
Deferred income tax expense (benefit):
Federal	(21)	13	25
State	(5)	(10)	7
Foreign	(18)	(4)	(26)
Deferred income tax expense (benefit)	(44)	(1)	6
Provision (benefit) for income taxes	$ (37)	$ (80)	$ 68

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Taxes [Line Items]
Valuation allowance on deferred tax assets	$ 123	$ 106
Increase related to additional foreign net operating losses		17
Deferred tax asset	147	100
Cumulative undistributed foreign earnings not considered to be indefinitely reinvested	427
Unrecognized tax benefits	144	144	$ 140	$ 136
Unrecognized tax benefits that would impact effective tax rate	72
Other Long-term Liabilities
Income Taxes [Line Items]
Total gross interest and penalties accrued	39	35
COVID-19 Pandemic
Income Taxes [Line Items]
Government Grants And Other Assistance Benefits Recognized	9	12
Minimum \| HMRC \| Tax Years 2012 Through 2016
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated	45
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	95
Minimum \| Expedia \| IRS \| 2009 through 2011 Pre Spin-Off Tax Years
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated	20
Maximum \| HMRC \| Tax Years 2012 Through 2016
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated	55
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	105
Maximum \| Expedia \| IRS \| 2009 through 2011 Pre Spin-Off Tax Years
Income Taxes [Line Items]
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated	30
Singapore
Income Taxes [Line Items]
Expected tax refund	48
Reduction in long-term transition tax payable	28
United Kingdom
Income Taxes [Line Items]
Deferred tax asset	15
Federal
Income Taxes [Line Items]
Operating loss carryforwards	45
NOLs subject to carryforward indefinitely	41
NOLs carryforward, subject to expire	$ 4
Expiration date of NOLs	starting from 2029
Federal \| Singapore
Income Taxes [Line Items]
Expected income tax expense (benefit)		$ (76)
State
Income Taxes [Line Items]
Operating loss carryforwards	$ 239
NOLs subject to carryforward indefinitely	28
NOLs carryforward, subject to expire	$ 211
Expiration date of NOLs	starting from 2023
Foreign
Income Taxes [Line Items]
Operating loss carryforwards	$ 343
NOLs subject to carryforward indefinitely	317
NOLs carryforward, subject to expire	$ 26
Expiration date of NOLs	starting from 2022

Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Stock-based compensation	$ 31	$ 31
Net operating loss carryforwards	102	81
Provision for accrued expenses	4	4
Lease financing obligation	20	23
Foreign advertising spend	15	15
Tax credit carryforward	12	5
Interest carryforward	71	32
Other	15	15
Total deferred tax assets	270	206
Less: valuation allowance	(123)	(106)
Net deferred tax assets	147	100
Deferred tax liabilities:
Intangible assets	(51)	(53)
Property and equipment	(22)	(24)
Prepaid expenses	(3)	(2)
Building - corporate headquarters	(17)	(20)
Other	(1)	(1)
Total deferred tax liabilities	(94)	$ (100)
Net deferred tax asset	$ 53

Income Taxes - Reconciliation of the (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract]
Income tax expense at the federal statutory rate	$ (39)	$ (77)	$ 40
Foreign rate differential	(14)	(9)	(16)
State income taxes, net of effect of federal tax benefit	(2)	(11)	9
Unrecognized tax benefits and related interest	4	4	11
Change in cost-sharing treatment of stock-based compensation			15
FDII, GILTI and other provisions			(3)
Rate differential on US NOL carryback		(23)
Research tax credit	(7)	(9)	(11)
Stock-based compensation	(1)	14	4
Change in valuation allowance	8	25	6
Local income tax on intercompany transaction		1	7
Executive compensation	6	6	3
Other, net	8	(1)	3
Provision (benefit) for income taxes	$ (37)	$ (80)	$ 68

Income Taxes - Reconciliation of the (Benefit) Provision for Income Taxes (Parenthetical) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($)
COVID-19 Pandemic
Income Taxes [Line Items]
Income tax expense (benefit) due to CARES Act	$ (23)

Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Balance, beginning of year	$ 144	$ 140	$ 136
Increases to tax positions related to the current year	5	3	11
Increases to tax positions related to the prior year	1	1	1
Decreases to tax positions related to the prior year			(8)
Settlements during current year	(6)
Balance, end of year	$ 144	$ 144	$ 140

Commitments and Contingencies - Summary of Material Contractual Obligations and Commercial Commitments (Details) - USD ($) $ in Millions	Dec. 31, 2021	Mar. 25, 2021	Jul. 09, 2020
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	$ 180
Contractual Obligation, Less than 1 year	57
Contractual Obligation, 1 to 3 years	100
Contractual Obligation, 3 to 5 years	22
Contractual Obligation, More than 5 years	$ 1
7.000% senior notes due July 15, 2025
Commitment And Contingencies [Line Items]
Debt instrument, interest rate	7.00%		7.00%
0.250% Senior Notes due April 1, 2026
Commitment And Contingencies [Line Items]
Debt instrument, interest rate	0.25%	0.25%
Standby Letters of Credit
Commitment And Contingencies [Line Items]
Letters of credit outstanding amount	$ 3
Expected Interest Payments on 2025 Senior Notes
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	125
Contractual Obligation, Less than 1 year	35
Contractual Obligation, 1 to 3 years	71
Contractual Obligation, 3 to 5 years	19
Expected Interest Payments on 2026 Senior Notes
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	4
Contractual Obligation, Less than 1 year	1
Contractual Obligation, 1 to 3 years	2
Contractual Obligation, 3 to 5 years	1
Purchase obligations and other
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	45
Contractual Obligation, Less than 1 year	18
Contractual Obligation, 1 to 3 years	24
Contractual Obligation, 3 to 5 years	2
Contractual Obligation, More than 5 years	1
Expected Commitment Fee Payments on 2015 Credit Facility
Commitment And Contingencies [Line Items]
Contractual Obligation, Total	6
Contractual Obligation, Less than 1 year	3
Contractual Obligation, 1 to 3 years	$ 3

Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Automatic enrollment feature pre-tax	6.00%
Maximum employer contribution	50.00%
Maximum employee contributions percentage to receive 50% matching	6.00%
Employer match, percent	3.00%
Contributions vested with the employees	2 years
Contributions to plans	$ 10	$ 11	$ 14
Severance expense	$ 1	$ 5
Director \| Deferred Compensation Plan
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Common stock reserved for issuance to non-employee directors	100,000
Common stock shares issued to non-employee directors	557
Maximum
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
No of installments for payments upon termination	Payments upon termination will be made in either one lump sum or up to five annual installments, as elected by the eligible director at the time of the deferral election.
Pre-tax basis
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Maximum annual employee contribution, percent	50.00%
After-tax basis
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Maximum annual employee contribution, percent	10.00%

Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and RSUs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 120	$ 109	$ 124
Income tax benefit from stock-based compensation expense	(23)	(23)	(28)
Total stock-based compensation expense, net of tax effect	97	86	96
Cost of Revenue
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	1	1	1
Selling and Marketing
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	16	16	23
Technology and Content
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	46	44	55
General and Administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 57	$ 48	$ 45

Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($)			12 Months Ended
	Jun. 08, 2021	Jun. 28, 2013	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 21, 2018	Dec. 20, 2011
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Capitalized stock based compensation expense as website development costs			$ 13,000,000	$ 15,000,000	$ 19,000,000
Common shares registered for issuance under incentive plan							17,500,000
Common stock share issuance under plan		15,000,000
Cash received from stock option exercises			$ 8,000,000		2,000,000
Stock options, Granted			1,002,000
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Closing stock price			$ 27.26
Total intrinsic value			$ 9,000,000		2,000,000
Vesting period			4 years
Restricted Stock Units R S U [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			4 years
Unvested RSUs, Granted			3,503,000
2011 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares registered for issuance under incentive plan							17,400,000
Deferred Compensation Plan for Non Employee Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common shares registered for issuance under incentive plan							100,000
2018 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock share issuance under plan	10,000,000
Common stock share issuance under plan						6,000,000
Number of shares reserved for future stock-based awards under plan			17,000,000
2018 Plan \| Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of stock options vested			$ 31,000,000	$ 14,000,000	15,000,000
Cash received from stock option exercises			$ 8,000,000		$ 2,000,000

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

12 Months Ended

Dec. 31, 2021

USD ($)

$ / shares

Options Outstanding

5,615

Options Outstanding, Granted | shares

1,002

Options Outstanding, Exercised | shares

(705)

^[1]

Options Outstanding, Cancelled or expired | shares

(241)

Options Outstanding, Ending balance | shares

5,671

Options Outstanding, Exercisable | shares

3,878

Options Outstanding, Vested and expected to vest | shares

5,671

^[2]

Weighted Average Exercise Price per share

Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares

$ 46.31

Options Granted, Weighted Average Exercise Price | $ / shares

41.12

Options Exercised, Weighted Average Exercise Price | $ / shares

33.97

^[1]

Options Cancelled or expired, Weighted Average Exercise Price | $ / shares

43.97

Options Outstanding, Weighted Average Exercise Price, Ending balance | $ / shares

47.03

Options Exercisable, Weighted Average Exercise Price | $ / shares

51.06

Options Vested and expected to vest, Weighted Average Exercise Price | $ / shares

$ 47.03

^[2]

Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value

Options Outstanding, Weighted Average Remaining Contractual Life

4 years 9 months 18 days

Options Exercisable, Weighted Average Remaining Contractual Life

3 years 7 months 6 days

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

4 years 9 months 18 days

^[2]

Options Outstanding, Aggregate Intrinsic Value | $

$ 1

Options Exercisable, Aggregate Intrinsic Value | $

Options Vested and expected to vest, Aggregate Intrinsic Value | $

$ 1

^[2]

[1]

[2]

Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2021 shares
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options non converted into shares due to net share settlement	390,000

Stock Based Awards and Other Equity Instruments - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Risk free interest rate	0.83%	1.15%	1.79%
Expected term (in years)	5 years 5 months 12 days	5 years 3 months 18 days	5 years 2 months 8 days
Expected volatility	49.61%	43.39%	42.09%
Expected dividend yield	0.00%	0.00%	0.00%
Weighted-average grant date fair value	$ 18.40	$ 10.08	$ 21.25

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

12 Months Ended

Dec. 31, 2021

USD ($)

$ / shares

RSUs outstanding

Unvested outstanding, Beginning balance | shares

8,111

Unvested RSUs, Granted | shares

3,503

Unvested RSUs, Vested and released | shares

(4,632)

^[1]

Unvested RSUs, Cancelled | shares

(1,196)

Unvested outstanding, Ending balance | shares

5,786

^[2]

Weighted Average Grant-Date Fair Value Per Share

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

$ 32.29

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

40.17

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

31.26

^[1]

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

37.45

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

$ 36.82

^[2]

Aggregate Intrinsic Value

Unvested RSUs outstanding, Aggregate Intrinsic Value | $

$ 158

^[2]

[1]

[2]

Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2021 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
RSUs withheld to satisfy withholding tax requirements	1,110,000
Unvested RSUs, Granted	3,503,000

Stock Based Awards and Other Equity Instruments - Additional Information 2 (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	May 27, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense		$ 120	$ 109	$ 124
Stock options, Granted		1,002,000
Weighted-average grant date fair value		$ 18.40	$ 10.08	$ 21.25
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense			$ 17
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
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vest period		4 years
Unvested RSUs, Granted		3,503,000
Weighted Average Grant-Date Fair Value Per Share, Granted		$ 40.17
Employee Stock Option [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vest period		4 years
Maximum \| Restricted Stock Units \| Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vest period	4 years
Minimum \| Restricted Stock Units \| Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vest period	2 years
Stephen Kaufer
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of stock options		$ 6
Stephen Kaufer \| Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of stock based awards allowed to vest as first installment		25.00%
Unvested RSUs, Granted		106,382
Weighted Average Grant-Date Fair Value Per Share, Granted		$ 27.26
Stephen Kaufer \| Employee Stock Option [Member] \| Tranche One [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vest period		3 years
Stock options, Granted		115,200
Percentage of stock based awards allowed to vest as first installment		25.00%
Weighted-average grant date fair value		$ 12.59
Stephen Kaufer \| Employee Stock Option [Member] \| Tranche Two [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, Granted		110,026
Weighted-average grant date fair value		$ 13.18

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

12 Months Ended

Dec. 31, 2021

USD ($)

$ / shares

MSUs outstanding

Unvested outstanding, Beginning balance | shares

174

Unvested MSUs, Cancelled | shares

(54)

^[1]

Unvested outstanding, Ending balance | shares

120

^[2]

Weighted Average Grant-Date Fair Value Per Share

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

$ 37.29

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

57.62

^[1]

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

$ 28.15

^[2]

Aggregate Intrinsic Value

Unvested MSUs outstanding, Aggregate Intrinsic Value | $

$ 3

^[2]

[1]

MSU cancellations primarily reflect performance targets not being attained during the performance period.

[2]

Stock Based Awards and Other Equity Instruments - Summary of MSU Activity (Parenthetical) (Details) - MSUs - Employees	12 Months Ended
	Dec. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
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
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 Based Awards and Other Equity Instruments - Summary of Unrecognized Compensation Expense and Weighted Average Period Remaining (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense	$ 17
Weighted average period remaining (in years)	2 years 3 months 18 days
RSUs/MSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average period remaining (in years)	2 years 7 months 6 days
Unrecognized compensation expense	$ 141

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions		12 Months Ended
	Nov. 01, 2019 USD ($) $ / shares	Dec. 31, 2021 USD ($) Directors VotePerShare $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 shares
Schedule Of Capitalization Equity [Line Items]
Preferred stock, shares authorized		100,000,000	100,000,000
Preferred stock, par value \| $ / shares		$ 0.001	$ 0.001
Preferred stock, shares issued		0	0
Common stock, shares authorized		1,600,000,000	1,600,000,000
Common stock, par value \| $ / shares		$ 0.001	$ 0.001
Percentage of directors elected by common stock holders		25.00%
Number of directors \| Directors		3
Conversion of Class B common stock		100.00%
Common stock, shares issued		144,656,649	140,775,221
Common stock, shares outstanding		125,812,035	121,930,607
Repurchase of shares of common stock authorized \| $	$ 100
Repurchase of common stock, shares		0	4,707,450	2,059,846
Average price of shares repurchased, common stock \| $ / shares			$ 24.32	$ 29.32
Aggregate cost of shares repurchased, common stock \| $			$ 115	$ 60
Remaining authorized share repurchased amount \| $	$ 250	$ 75
Treasury stock, shares		18,844,614	18,844,614
Aggregate cost of treasury stock \| $		$ 722	$ 722
Dividend declared \| $ / shares	$ 3.50	$ 0	$ 0	$ 3.50
Estimated aggregate cash dividend declared \| $	$ 488
Dividend payable date	Dec. 04, 2019
Dividend record date	Nov. 20, 2019
Class B Common Stock
Schedule Of Capitalization Equity [Line Items]
Common stock, shares authorized		400,000,000	400,000,000
Common stock, par value \| $ / shares		$ 0.001	$ 0.001
Right to voting		10 votes per share
Vote per common stock share \| VotePerShare		10
Common stock, shares issued		12,799,999	12,799,999
Common stock, shares outstanding		12,799,999	12,799,999	12,799,999	12,799,999
Common Stock
Schedule Of Capitalization Equity [Line Items]
Common stock, shares authorized		1,600,000,000
Common stock, par value \| $ / shares		$ 0.001
Right to voting		one vote per share
Vote per common stock share \| VotePerShare		1
Common stock, shares outstanding		144,656,649	140,775,221	138,698,307	137,158,010

Stockholders' Equity - Accumulated Other Comprehensive Loss Primarily Comprised of Accumulated Foreign Currency Translation (Details) - USD ($)
$ in Millions

Dec. 31, 2021

Dec. 31, 2020

Accumulated Other Comprehensive Income Loss [Line Items]

Accumulated other comprehensive income (loss)

$ (56)

$ (34)

Cumulative Foreign Currency Translation Adjustments, Net of Tax

Accumulated Other Comprehensive Income Loss [Line Items]

Accumulated other comprehensive income (loss)

^[1]

$ (56)

$ (34)

[1]	Deferred income tax liabilities related to these amounts are not material.

Other Income And Expenses [Abstract]

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

Earnings Per Share - Additional Information (Details) - Stock Options, RSUs and MSUs shares in Millions	1 Months Ended	12 Months Ended
	Jan. 31, 2021 shares	Dec. 31, 2020 shares	Dec. 31, 2019 shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	16.1	13.7	6.7
2026 Senior Notes \| Maximum
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Cap price	107.36
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	0.1	0.2	0.7

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	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net income (loss)	$ (148)	$ (289)	$ 126
Denominator:
Weighted average shares used to compute Basic EPS	137,234	134,858	138,975
Weighted average effect of dilutive securities:
Stock options			155
RSUs/MSUs			1,528
Weighted average shares used to compute Diluted EPS	137,234	134,858	140,658
Basic EPS	$ (1.08)	$ (2.14)	$ 0.91
Diluted EPS	$ (1.08)	$ (2.14)	$ 0.89

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Foreign currency exchange rates gains (losses), net

^[1]

$ (4)

$ 5

$ (2)

Earnings (losses) from equity method investment, net

(3)

(1)

Loss on sale/disposal of business

^[2]

(6)

Other, net

(3)

(4)

Total

$ (10)

$ (8)

$ (3)

[1]	Foreign currency exchange gains (losses), net, are generally related to foreign exchange transaction gains and losses due to required conversion from transaction currency to functional currency, partially offset by the foreign currency forward contract gains and losses.
[2]	Related to loss on disposal on the sale of our SmarterTravel business during June 2020.

Related Party Transactions - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
LTRIP
Related Party Transaction [Line Items]
Related party transactions	$ 0	$ 0	$ 0

Segment and Geographic Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021 Segment
Segment Reporting [Abstract]
Number of reportable segment	2

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

^[1]

$ 902,000,000

$ 604,000,000

$ 1,560,000,000

Depreciation and amortization

100,000,000

(51,000,000)

438,000,000

(111,000,000)

(125,000,000)

(126,000,000)

Stock-based compensation

(120,000,000)

(109,000,000)

(124,000,000)

Restructuring and other related reorganization costs

(41,000,000)

(1,000,000)

Other income (expense), net

(3,000,000)

^[2]

Operating income (loss)

(131,000,000)

(329,000,000)

187,000,000

(54,000,000)

(40,000,000)

7,000,000

Income (loss) before income taxes

(185,000,000)

(369,000,000)

194,000,000

(Provision) benefit for income taxes

37,000,000

80,000,000

(68,000,000)

(148,000,000)

(289,000,000)

126,000,000

Hotels, Media & Platform

Experiences & Dining Segment

^[1]

549,000,000

361,000,000

939,000,000

^[1]

307,000,000

186,000,000

456,000,000

46,000,000

57,000,000

165,000,000

Reportable Segments | Hotels, Media & Platform

25,000,000

15,000,000

55,000,000

^[3]

549,000,000

361,000,000

939,000,000

Reportable Segments | Experiences & Dining Segment

^[3]

111,000,000

13,000,000

378,000,000

307,000,000

186,000,000

456,000,000

Corporate and Unallocated

(36,000,000)

(79,000,000)

5,000,000

Depreciation and amortization

(111,000,000)

(125,000,000)

(126,000,000)

Stock-based compensation

$ (120,000,000)

(109,000,000)

(124,000,000)

Restructuring and other related reorganization costs

(41,000,000)

$ (1,000,000)

$ (3,000,000)

[1]	Our revenue is recognized primarily at a point in time for all reported segments.
[2]	Represents a goodwill impairment charge related to our Tripadvisor China reporting unit.
[3]	Includes allocated corporate general and administrative costs of $74 million, $70 million and $69 million and Tripadvisor-branded advertising expenses of $5 million, $10 million and $77 million for the years ended December 31, 2021, 2020 and 2019, respectively. Tripadvisor-branded advertising expenses have decreased significantly since the year ended December 31, 2019, as the Company shifted from television advertising to leverage other advertising mediums.

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

General and administrative

^[1]

$ 167

$ 173

$ 187

Advertising expense

282

118

423

Reportable Segments | Hotels, Media & Platform

General and administrative

Advertising expense

$ 5

$ 10

$ 77

[1]


(2) Includes stock-based compensation expense as follows (Note 15):
Cost of revenue	$	1	$	1	$	1
Selling and marketing	$	16	$	16	$	23
Technology and content	$	46	$	44	$	55
General and administrative	$	57	$	48	$	45

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

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Revenues From External Customers And Long Lived Assets [Line Items]

Revenues From External Customers And Long Lived Assets [Line Items]

^[1]

$ 902

$ 604

$ 1,560

United States

Revenues From External Customers And Long Lived Assets [Line Items]

526

302

821

United Kingdom

Revenues From External Customers And Long Lived Assets [Line Items]

259

169

466

All Other Countries

$ 117

$ 133

$ 273

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