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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number : 001-35 Delaware ( State or other jurisdiction of incorporation or organization ) TRIPADVISOR , INC . ( Exact name of registrant as specified in its charter ) 400 1st Avenue Needham , MA 02494 ( Address of principal executive office ) ( Zip Code ) Registrant's telephone number , including area code : ( 781 ) 800-5000 Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common stock to Trading Symbol TRIP 80-0743202 ( I.R.S. Employer Identification No. ) Name of each exchange on which registered Nasdaq Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No No No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of “ large accelerated filer , ” “ accelerated filer , ” “ smaller reporting company , ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Smaller reporting company Non - accelerated filer Class Common Stock , $ 0.001 par value per share Class B common stock , $ 0.001 par value per share Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attention to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No 区 The aggregate market value of the common stock of the registrant held by non - affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter was $ 1,906,259,896 based on the closing price on The NASDAQ Global Select Market on such date . For the purpose of the foregoing calculation only , all directors and executive officers of the registrant are assumed to be affiliates of the registrant . 0 Outstanding Shares at February 12 , 2021 122,029,254 shares 12,799,999 shares Documents Incorporated by Reference The registrant intends to file a proxy statement pursuant to Regulation 14A not later than 120 days after the close of the fiscal year ended December 31 , 2020 . Portions of such proxy statement are incorporated by reference into Part III of this Annual Report on Form 10 - K .