Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 30, 2015 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | TripAdvisor, Inc. | |
Trading Symbol | TRIP | |
Entity Central Index Key | 1,526,520 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Common Stock, Unclassified | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 131,386,699 | |
Class B Common Stock | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,799,999 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Statement [Abstract] | |||||
Revenue | $ 415 | $ 354 | $ 1,183 | $ 958 | |
Costs and expenses: | |||||
Cost of revenue | [1] | 16 | 11 | 46 | 28 |
Selling and marketing | [2] | 197 | 159 | 546 | 387 |
Technology and content | [2] | 54 | 46 | 152 | 125 |
General and administrative | [2] | 37 | 36 | 114 | 94 |
Depreciation | 13 | 12 | 42 | 33 | |
Amortization of intangible assets | 10 | 6 | 26 | 11 | |
Total costs and expenses | 327 | 270 | 926 | 678 | |
Operating income | 88 | 84 | 257 | 280 | |
Other income (expense): | |||||
Interest expense | (3) | (2) | (7) | (6) | |
Interest income and other, net (Note 16) | 13 | (7) | 15 | (7) | |
Total other income (expense), net | 10 | (9) | 8 | (13) | |
Income before income taxes | 98 | 75 | 265 | 267 | |
Provision for income taxes | (24) | (21) | (70) | (77) | |
Net income | $ 74 | $ 54 | $ 195 | $ 190 | |
Earnings per share attributable to common stockholders (Note 14): | |||||
Basic | $ 0.51 | $ 0.38 | $ 1.35 | $ 1.33 | |
Diluted | $ 0.51 | $ 0.37 | $ 1.34 | $ 1.30 | |
Weighted average common shares outstanding (Note 14): | |||||
Basic | 144,133 | 142,842 | 143,662 | 142,648 | |
Diluted | 145,828 | 146,071 | 145,886 | 145,839 | |
[1] | Excludes amortization expense as follows: | ||||
[2] | Includes stock-based compensation expense as follows: |
Consolidated Statements of Ope3
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Costs and expenses: | ||||
Amortization of intangible assets | $ 10 | $ 6 | $ 26 | $ 11 |
Depreciation | 13 | 12 | 42 | 33 |
Amortization adjustment | 10 | 9 | 34 | 23 |
Stock-based compensation: | ||||
Stock-based compensation | 19 | 17 | 52 | 46 |
Selling and Marketing | ||||
Stock-based compensation: | ||||
Stock-based compensation | 4 | 4 | 12 | 10 |
Technology and Content | ||||
Stock-based compensation: | ||||
Stock-based compensation | 8 | 7 | 20 | 19 |
General and Administrative | ||||
Stock-based compensation: | ||||
Stock-based compensation | 7 | 6 | 20 | 17 |
Acquired technology | ||||
Costs and expenses: | ||||
Amortization of intangible assets | 2 | 1 | 7 | 2 |
Website development costs | ||||
Costs and expenses: | ||||
Depreciation | $ 8 | $ 8 | $ 27 | $ 21 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 74 | $ 54 | $ 195 | $ 190 | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | [1] | (10) | (14) | (29) | (14) |
Reclassification adjustment on sale of business included in total other income (expense), net (Note 3) | 1 | 1 | |||
Total other comprehensive loss | (9) | (14) | (28) | (14) | |
Comprehensive income | $ 65 | $ 40 | $ 167 | $ 176 | |
[1] | Foreign currency translation adjustments exclude income taxes due to our practice and intention to indefinitely reinvest the earnings of our foreign subsidiaries in those operations. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 567 | $ 455 |
Short-term marketable securities (Note 5) | 119 | 108 |
Accounts receivable, net of allowance for doubtful accounts of $8 and $7 at September 30, 2015 and December 31, 2014, respectively | 224 | 151 |
Prepaid expenses and other current assets | 33 | 33 |
Total current assets | 943 | 747 |
Long-term marketable securities (Note 5) | 44 | 31 |
Property and equipment, net (Note 6) | 247 | 195 |
Intangible assets, net (Note 7) | 186 | 214 |
Goodwill (Note 7) | 735 | 734 |
Other long-term assets | 43 | 37 |
TOTAL ASSETS | 2,198 | 1,958 |
Current liabilities: | ||
Accounts payable | 17 | 19 |
Deferred merchant payables | 142 | 93 |
Deferred revenue | 67 | 57 |
Current portion of debt (Note 8) | 1 | 78 |
Taxes payable | 20 | |
Accrued expenses and other current liabilities (Note 10) | 129 | 114 |
Total current liabilities | 356 | 381 |
Deferred income taxes, net | 42 | 39 |
Other long-term liabilities (Note 11) | 187 | 154 |
Long-term debt (Note 8) | 287 | 259 |
Total Liabilities | $ 872 | $ 833 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0 | ||
Additional paid-in capital | $ 707 | $ 673 |
Retained earnings | 823 | 628 |
Accumulated other comprehensive income (loss) | (59) | (31) |
Treasury stock-common stock, at cost, 2,194,173 and 2,194,173 shares | (145) | (145) |
Total Stockholders’ Equity | 1,326 | 1,125 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,198 | $ 1,958 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 8 | $ 7 |
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 | 133,562,301 | 132,315,465 |
Common stock, shares outstanding | 131,368,128 | 130,121,292 |
Treasury stock, shares | 2,194,173 | 2,194,173 |
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 Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Millions | Total | Class B Common Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | |
Beginning balance at Dec. 31, 2014 | $ 1,125 | $ 673 | $ 628 | $ (31) | $ (145) | |||
Beginning balance, shares at Dec. 31, 2014 | 12,799,999 | 132,315,465 | (2,194,173) | |||||
Net income | 195 | 195 | ||||||
Other comprehensive loss | (28) | (28) | ||||||
Issuance of common stock related to exercises of options and vesting of RSUs | $ 10 | 10 | ||||||
Issuance of common stock related to exercise of options and vesting of RSUs, shares | 2,759,000 | [1] | 1,246,836 | |||||
Tax benefits on equity awards, net | $ 31 | 31 | ||||||
Minimum withholding taxes on net share settlements of equity awards | (66) | (66) | ||||||
Stock-based compensation | 59 | 59 | ||||||
Ending balance at Sep. 30, 2015 | $ 1,326 | $ 707 | $ 823 | $ (59) | $ (145) | |||
Ending balance, shares at Sep. 30, 2015 | 12,799,999 | 133,562,301 | (2,194,173) | |||||
[1] | Inclusive of 1,769,209 options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the minimum amount of required employee withholding taxes. Potential shares that had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited consolidated statements of cash flows. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Operating activities: | |||
Net income | $ 195 | $ 190 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation of property and equipment, including amortization of internal-use software and website development | 42 | 33 | |
Amortization of intangible assets | 26 | 11 | |
Stock-based compensation expense | 52 | 46 | |
Gain on sale of business | [1] | (17) | |
Deferred tax expense (benefit) | 3 | (8) | |
Excess tax benefits from stock-based compensation | (32) | (20) | |
Other, net | 7 | 13 | |
Changes in operating assets and liabilities, net of effects from acquisitions and dispositions: | |||
Accounts receivable, prepaid expenses and other assets | (75) | (45) | |
Accounts payable, accrued expenses and other liabilities | 24 | 47 | |
Deferred merchant payables | 52 | 13 | |
Income taxes, net | 20 | 34 | |
Deferred revenue | 10 | 12 | |
Net cash provided by operating activities | 307 | 326 | |
Investing activities: | |||
Capital expenditures, including internal-use software and website development | (93) | (55) | |
Acquisitions, net of cash acquired | (29) | (284) | |
Proceeds from sale of business, net of cash sold | 22 | ||
Purchases of marketable securities | (150) | (219) | |
Sales of marketable securities | 72 | 325 | |
Maturities of marketable securities | 52 | 88 | |
Net cash used in investing activities | (126) | (145) | |
Financing activities: | |||
Proceeds from credit facilities | 287 | ||
Principal payments on term loan | (300) | (30) | |
Proceeds from exercise of stock options | 10 | 2 | |
Payment of minimum withholding taxes on net share settlements of equity awards | (66) | (32) | |
Excess tax benefits from stock-based compensation | 32 | 20 | |
Proceeds from lease incentives related to construction financing obligation on build to suit lease | 12 | ||
Other financing activities, net | 1 | (3) | |
Net cash used in financing activities | (61) | (35) | |
Effect of exchange rate changes on cash and cash equivalents | (8) | (6) | |
Net increase in cash and cash equivalents | 112 | 140 | |
Cash and cash equivalents at beginning of period | 455 | 351 | |
Cash and cash equivalents at end of period | 567 | 491 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Capitalization of construction in-process related to build to suit lease | 6 | 42 | |
Chinese Credit Facilities | |||
Financing activities: | |||
Proceeds from credit facilities | 4 | 11 | |
Payments to credit facilities | $ (41) | $ (3) | |
[1] | Refer to “Note 3 – Acquisitions and Dispositions” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information. |
Business Description and Basis
Business Description and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | NOTE 1: BUSINESS DESCRIPTION AND BASIS OF PRESENTATION We refer to TripAdvisor, Inc. and our wholly-owned subsidiaries as “TripAdvisor,” “the Company,” “us,” “we” and “our” in these notes to the unaudited consolidated financial statements. Description of Business TripAdvisor is an online travel company, empowering users to plan and book the perfect trip. TripAdvisor’s travel research platform aggregates reviews and opinions of members about destinations, accommodations, activities and attractions, and restaurants throughout the world so that our users have access to trusted advice wherever their trips take them. Our platform not only helps users plan their trips with our unique user-generated content, but also enables users to compare real-time pricing and availability so that they can book hotels, vacation rentals, flights, activities and attractions, and restaurants. Our flagship brand is TripAdvisor. TripAdvisor-branded websites include tripadvisor.com in the United States and localized versions of the website in 46 countries worldwide. In addition to the flagship TripAdvisor brand, we manage and operate 23 other media brands, connected by the common goal of providing comprehensive travel planning resources across the travel sector, which include: www.airfarewatchdog.com, www.bookingbuddy.com, www.cruisecritic.com, www.everytrail.com, www.familyvacationcritic.com, www.flipkey.com, www.thefork.com (including www.lafourchette.com, www.eltenedor.com, www.iens.nl, www.besttables.com, and www.dimmi.com.au), www.gateguru.com, www.holidaylettings.co.uk, www.holidaywatchdog.com, www.independenttraveler.com, www.jetsetter.com, www.niumba.com, www.onetime.com, www.oyster.com, www.seatguru.com, www.smartertravel.com, www.tingo.com, www.travelpod.com, www.tripbod.com, www.vacationhomerentals.com, www.viator.com, and www.virtualtourist.com. We derive the substantial portion of our revenue through the sale of advertising, primarily through click-based advertising and, to a lesser extent, display-based advertising. In addition, we earn revenue from a combination of: subscription-based and transaction-based offerings from our Business Listings products; subscription and commission-based offerings from our Vacation Rentals products; transaction revenue from selling room nights through our Jetsetter and Tingo brands; selling destination activities, primarily through Viator; fulfilling online restaurant reservations, primarily through Lafourchette; as well as other revenue including content licensing. We have two reportable segments: Hotel and Other. Our Other segment consists of the aggregation of three operating segments: our Attractions, Restaurants and Vacation Rentals businesses. Our operating segments are determined based on how our chief operating decision maker manages our business, regularly assesses information and evaluates performance for operating decision-making purposes, including allocation of resources. The chief operating decision maker for the Company is our Chief Executive Officer. For further information on our reportable segments see “Note 13 — Segment Information,” in these notes to our unaudited consolidated financial statements. Basis of Presentation The accompanying unaudited financial statements present our results of operations, financial position and cash flows on a consolidated basis. The accompanying unaudited 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. We have eliminated significant intercompany transactions and accounts. One of our subsidiaries that operates in China has a variable interest in an affiliated entity 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 this Chinese affiliate, we consolidate its results as we are the primary beneficiary of the cash losses or profits of this variable interest affiliate and have the power to direct the activity of this affiliate. Our variable interest entity is not material for all periods presented. We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. We prepared the unaudited consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we have condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Our interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the SEC. Reclassifications Pursuant to our disclosure in “Note 16— Segment and Geographic Information” in the notes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014, management revised our reportable segments. All prior period disclosures have been reclassified to conform to the current reporting structure. These reclassifications had no effect on our unaudited consolidated financial statements. In addition, refer to our discussion in “Note 2— Significant Accounting Policies” below for a required prior period reclassification resulting from the early adoption of new accounting guidance. All other reclassifications made to conform the prior period to the current presentation were not material and had no net effect on our unaudited consolidated financial statements. Accounting Estimates We use estimates and assumptions in the preparation of our unaudited consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited consolidated financial statements include: (i) recoverability of intangible assets and goodwill, (ii) recoverability and useful life of long-lived assets, (iii) accounting for income taxes, (iv) purchase accounting for business combinations and (v) stock-based compensation. Seasonality The global travel market is large and traveler expenditures tend to follow a seasonal pattern. As such, expenditures by travel advertisers to market to potential travelers, and, therefore, our financial performance, tend to be seasonal as well. As a result, our third quarter tends to be our seasonal high, as it is a key period for travel research and trip-taking, and our seasonal low generally occurs in the first and/or fourth quarter. Significant shifts in our business mix or adverse economic conditions could influence the typical trend of our seasonality in the future. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES Recently Adopted Accounting Pronouncements In April 2015, the FASB issued new accounting guidance which requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. In August 2015, additional accounting guidance was issued on this topic that clarifies the April 2015 guidance for debt issuance costs associated with line-of-credit arrangements, which states the FASB would not object to the continued deferral and presentation of debt issuance costs as an asset, which would be subsequently amortized over the term of the arrangement. This guidance is effective for fiscal years, and the interim periods within those fiscal years, beginning after December 15, 2015, with early application permitted. The Company has early adopted this guidance. The retrospective application of this guidance decreased “Other long-term assets” and “Long-term debt” by $1 million on the consolidated balance sheet as of December 31, 2014. Refer to “Note 8— Debt” below for the current year presentation. New Accounting Pronouncements Not Yet Adopted In September 2015, the FASB issued new accounting guidance which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at the acquisition date. This update is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements and related disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on revenue from contracts with customers. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either a full retrospective approach or a modified retrospective approach, which requires the initial cumulative effect to be recognized at the date of initial application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and early adoption is permitted for fiscal years beginning after December 15, 2016. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements or related disclosures. There have been no material changes to our significant accounting policies since December 31, 2014. For additional information about our critical accounting policies and estimates, refer to “Note 2— Significant Accounting Policies”, in the notes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | NOTE 3: ACQUISITIONS AND DISPOSITIONS Acquisition of Businesses During the nine months ended September 30, 2015, we completed three acquisitions for a total purchase price consideration of $28 million. The cash consideration was paid primarily from our international subsidiaries. We acquired 100% of the outstanding capital stock of the following companies: ZeTrip, a personal journal app that helps users log activities, including places they have visited and photos they have taken, purchased in January 2015; BestTables, a provider of an online and mobile reservations platform for restaurants in Portugal and Brazil, purchased in March 2015; and Dimmi, a provider of an online and mobile reservations platform for restaurants in Australia, purchased in May 2015. These business combinations were accounted for as purchases of businesses under the acquisition method. 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 unaudited consolidated financial statements beginning on the respective acquisition dates. Pro-forma results of operations for all of these acquisitions have not been presented as the financial impact to our unaudited consolidated financial statements, both individually and in aggregate, is not material. During the nine months ended September 30, 2015, acquisition-related costs of $1 million were expensed as incurred and recorded in general and administrative expenses on our unaudited consolidated statement of operations. The purchase price allocation of our 2015 acquisitions is preliminary and subject to revision as more information becomes available, but in any case will not be revised beyond twelve months after the acquisition date and any change to the fair value of assets acquired or liabilities assumed will lead to a corresponding change to the purchase price allocable to goodwill on a retroactive basis. The primary areas of the purchase price allocation that are not yet finalized are income tax-related balances for all 2015 acquisitions. Acquired goodwill related to our 2015 acquisitions was primarily allocated to our Other segment and is not deductible for tax purposes. The following table presents the purchase price allocations initially recorded on our unaudited consolidated balance sheet for all 2015 acquisitions (in millions): Total Goodwill $ 17 Intangible assets (1) 12 Net tangible assets 1 Deferred tax liabilities, net (2 ) Total purchase price consideration (2) $ 28 (1) Identifiable definite-lived intangible assets acquired during 2015 were comprised of trade names of $2 million with a weighted average life of 9.9 years, customer lists and supplier relationships of $7 million with a weighted average life of 5.9 years and technology and other of $3 million with a weighted average life of 2.5 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2015 was 6.0 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date. (2) Subject to adjustment based on (i) final working capital adjustment calculations to be determined for BestTables and Dimmi, and (ii) indemnification obligations for general representations and warranties of the acquired company stockholders. Sale of Business In August 2015, we sold 100% interest in one of our Chinese subsidiaries to an unrelated third party for $28 million in cash consideration, which includes $3 million currently held back by the purchaser for certain short-term contingencies. Accordingly, we deconsolidated $11 million of assets (which included $3 million of cash sold) and $4 million of liabilities from our unaudited consolidated balance sheet and recognized an initial $17 million gain on sale of subsidiary in our unaudited consolidated statement of operations in “Interest income and other, net” during the three and nine months ended September 30, 2015, respectively. |
Stock Based Awards and Other Eq
Stock Based Awards and Other Equity Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Awards and Other Equity Instruments | NOTE 4: 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 restricted stock units (“RSUs”), on our unaudited consolidated statements of operations during the periods presented: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) (in millions) Selling and marketing $ 4 $ 4 $ 12 $ 10 Technology and content 8 7 20 19 General and administrative 7 6 20 17 Total stock-based compensation expense 19 17 52 46 Income tax benefit from stock-based compensation expense (7 ) (6 ) (19 ) (17 ) Total stock-based compensation expense, net of tax effect $ 12 $ 11 $ 33 $ 29 Stock-Based Award Activity and Valuation 2015 Stock Option Activity During the nine months ended September 30, 2015, we issued 395,613 service-based non-qualified stock options under the Company’s 2011 Stock and Annual Incentive Plan, as amended (the “2011 Plan”). These stock options have a term of ten years from the date of grant and generally vest equitably over a four-year requisite service period. A summary of the status and activity for stock option awards relating to our common stock for the nine months ended September 30, 2015, is presented below: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Per Contractual Intrinsic Outstanding Share Life Value (in thousands) (in years) (in millions) Options outstanding at January 1, 2015 8,651 $ 44.47 Granted 396 85.70 Exercised (1) (2,759 ) 33.78 Cancelled or expired (243 ) 52.73 Options outstanding at September 30, 2015 6,045 $ 51.72 5.8 $ 106 Exercisable as of September 30, 2015 2,593 $ 35.97 4.9 $ 74 Vested and expected to vest after September 30, 2015 5,931 $ 51.34 5.8 $ 105 (1) Inclusive of 1,769,209 options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the minimum amount of required employee withholding taxes. Potential shares that had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited consolidated statements of cash flows. 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 The NASDAQ Global Select Market as of September 30, 2015 was $63.02. The total intrinsic value of stock options exercised for the nine months ended September 30, 2015 and 2014 was $128 million and $71 million, respectively. The fair value of stock option grants under the 2011 Plan 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: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Risk free interest rate 1.67 % 1.76 % 1.52 % 1.93 % Expected term (in years) 5.24 5.77 5.21 6.27 Expected volatility 40.24 % 46.09 % 41.76 % 47.70 % Expected dividend yield — % — % — % — % The weighted-average grant date fair value of options granted was $33.24 and $47.03 for the nine months ended September 30, 2015 and 2014, respectively. The total fair value of stock options vested for the nine months ended September 30, 2015 and 2014 was $30 million and $27 million, respectively. 2015 RSU Activity During the nine months ended September 30, 2015, we issued 707,608 RSUs under the 2011 Plan for which the fair value was measured based on the quoted price of our common stock on the date of grant. These RSUs generally vest over a four-year requisite service period. The following table presents a summary of our RSU activity during the nine months ended September 30, 2015: Weighted Average Grant- Aggregate RSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested RSUs outstanding as of January 1, 2015 1,448 $ 71.33 Granted 708 84.00 Vested and released (1) (368 ) 66.11 Cancelled (214 ) 72.58 Unvested RSUs outstanding as of September 30, 2015 1,574 $ 78.06 $ 99 (1) Inclusive of 112,639 RSUs withheld to satisfy employee minimum tax withholding requirements due to net share settlement. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited consolidated statements of cash flows. Unrecognized Stock-Based Compensation Expense A summary of our remaining unrecognized stock-based compensation expense, net of estimated forfeitures, and the weighted average remaining amortization period at September 30, 2015 related to our non-vested stock options and RSU awards is presented below (in millions, except per year information): Stock Options RSUs Unrecognized stock-based compensation expense (net of forfeitures) $ 63 $ 87 Weighted average period remaining (in years) 2.4 2.8 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | NOTE 5: FINANCIAL INSTRUMENTS Cash, Cash Equivalents and Marketable Securities The following tables show our cash and available-for-sale securities’ amortized cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short and long-term marketable securities for the periods presented (in millions): September 30, 2015 Cash and Short-Term Long-Term Amortized Unrealized Unrealized Fair Cash Marketable Marketable Cost Gains Losses Value Equivalents Securities Securities Cash $ 506 $ - $ - $ 506 $ 506 $ - $ - Level 1: Money market funds 60 - - 60 60 - - Level 2: U.S. agency securities 13 - - 13 - 11 2 U.S. treasury securities 42 - - 42 - 42 - Certificates of deposit 10 - - 10 - 6 4 Commercial paper 5 - - 5 1 4 - Corporate debt securities 94 - - 94 - 56 38 Subtotal 164 - - 164 1 119 44 Total $ 730 $ - $ - $ 730 $ 567 $ 119 $ 44 December 31, 2014 Cash and Short-Term Long-Term Amortized Unrealized Unrealized Fair Cash Marketable Marketable Cost Gains Losses Value Equivalents Securities Securities Cash $ 447 $ - $ - $ 447 $ 447 $ - $ - Level 1: Money market funds 8 - - 8 8 - - Level 2: U.S. agency securities 38 - - 38 - 35 3 Certificates of deposit 8 - - 8 - 8 - Commercial paper 1 - - 1 - 1 - Corporate debt securities 92 - - 92 - 64 28 Subtotal 139 - - 139 - 108 31 Total $ 594 $ - $ - $ 594 $ 455 $ 108 $ 31 Our cash and cash equivalents consist of cash on hand in global financial institutions, money market funds and marketable securities with maturities of 90 days or less at the date purchased. The remaining maturities of our long-term marketable securities range from one to three years and our short-term marketable securities include maturities that were greater than 90 days at the date purchased and have 12 months or less remaining at September 30, 2015. We classify our cash equivalents and marketable securities within Level 1 and Level 2 as we value our cash equivalents and marketable securities using quoted market prices (Level 1) or alternative pricing sources (Level 2). The valuation technique we used to measure the fair value of money market funds was derived from quoted prices in active markets for identical assets or liabilities. Fair values for Level 2 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. There were no material realized gains or losses related to sales of our marketable securities for the three and nine months ended September 30, 2015 and 2014, respectively. We consider any individual investments in an unrealized loss position to be temporary in nature and do not consider any of our investments other-than-temporarily impaired. Derivative Financial Instruments Our current forward contracts are not designated as hedges and have current maturities of less than 90 days. Consequently, any gain or loss resulting from the change in fair value was recognized in our unaudited consolidated statements of operations. We recorded a net loss of $1 million and a net gain of $1 million for the three and nine months ended September 30, 2015, respectively, related to our settled and outstanding forward contracts in our unaudited consolidated statements of operations in “Interest income and other, net.” All gains and losses for the three and nine months ended September 30, 2014 were not material. The following table shows the notional principal amount of our outstanding derivative instruments that are not designated as hedging instruments for the periods presented: September 30, 2015 December 31, 2014 (in millions) Foreign exchange-forward contracts (1)(2) $ 38 $ 20 (1) Derivative contracts address foreign exchange fluctuations for the Euro versus the U.S. Dollar. (2) The fair value of our derivative instruments are not material as of September 30, 2015 and December 31, 2014. 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. Counterparties to currency exchange derivatives 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. While we may be exposed to potential losses due to the credit risk of non-performance by these counterparties, losses are not anticipated and any credit risk amounts associated with our outstanding or unsettled derivative instruments are deemed to be not material for any period presented. Other Financial Instruments Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, deferred merchant payables, short-term debt, accrued and other current liabilities and long-term debt. With the exception of long-term debt, the carrying amount approximates fair value because of the short maturity of these instruments as reported on our unaudited consolidated balance sheets as of September 30, 2015 and December 31, 2014, respectively. The carrying value of the long-term debt from our 2015 Credit Facility bears interest at a variable rate and therefore is also considered to approximate fair value. We did not have any Level 3 assets or liabilities at September 30, 2015 and December 31, 2014. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2015 | |
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: September 30, 2015 December 31, 2014 (in millions) Capitalized software and website development $ 128 $ 104 Building (1) 123 - Leasehold improvements 33 40 Computer equipment 37 31 Furniture, office equipment and other 15 11 336 186 Less: accumulated depreciation (89 ) (77 ) Construction in progress (1) - 86 Total $ 247 $ 195 (1) These amounts represent construction costs incurred by the landlord and the Company, related to our corporate headquarters in Needham, MA. During the nine months ended September 30, 2015, we capitalized $6 million in non-cash construction costs which were incurred by the landlord, with a corresponding liability recorded in other long-term liabilities. Upon completion of construction at the end of the second quarter of 2015, this asset was reclassified to a building asset and we began depreciating it over an estimated useful life of 40 years on a straight-line basis. Refer to “Note 12 – Commitments and Contingencies,” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on this lease. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET The following table summarizes our goodwill activity by segment for the period presented: Hotel Other Consolidated (in millions) Beginning balance as of January 1, 2015 $ 442 $ 292 $ 734 Acquisitions (1) 1 16 17 Disposition (1) (1 ) - (1 ) Other adjustments (2) - (15 ) (15 ) Ending balance as of September 30, 2015 $ 442 $ 293 $ 735 (1) Refer to “Note 3 – Acquisitions and Dispositions,” above for additional information. (2) Other adjustments are primarily related to impact of changes in foreign exchange rates. Intangible assets, which were acquired in business combinations and recorded at fair value on the date of purchase, consist of the following for the periods presented: September 30, 2015 December 31, 2014 (in millions) Intangible assets with definite lives $ 199 $ 202 Less: accumulated amortization (43 ) (18 ) Intangible assets with definite lives, net 156 184 Intangible assets with indefinite lives 30 30 Total $ 186 $ 214 The following table presents the components of our intangible assets with definite lives for the periods presented: September 30, 2015 December 31, 2014 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 8.8 $ 53 $ (8 ) $ 45 $ 52 $ (5 ) $ 47 Customer lists and supplier relationships 5.5 82 (15 ) 67 77 (5 ) 72 Subscriber relationships 5.0 30 (8 ) 22 31 (4 ) 27 Technology and other 3.4 34 (12 ) 22 42 (4 ) 38 Total 6.1 $ 199 $ (43 ) $ 156 $ 202 $ (18 ) $ 184 Intangible assets with definite lives are amortized on a straight-line basis. 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, is expected to be as follows (in millions): 2015 (remaining three months) $ 10 2016 29 2017 28 2018 25 2019 22 2020 and thereafter 42 Total $ 156 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8: DEBT The Company’s outstanding debt consisted of the following for the periods presented: September 30, December 31, 2015 2014 (in millions) Short-Term Debt: Chinese Credit Facilities $ 1 $ 38 Term Loan - 40 Total Short-Term Debt $ 1 $ 78 Long-Term Debt: 2015 Credit Facility $ 290 $ - Term Loan - 260 Less: Unamortized discount and debt issuance costs (3 ) (1 ) Total Long-Term Debt $ 287 $ 259 2011 Credit Facility On December 20, 2011, we entered into a credit agreement (the “2011 Credit Facility”), which provided $600 million of borrowing including: — a term loan facility in an aggregate principal amount of $400 million with a term of five years due December 2016 (“Term Loan”); and — a revolving credit facility in an aggregate principal amount of $200 million available in U.S. dollars, Euros and British pound sterling with a term of five years expiring December 2016. On June 26, 2015, the entire outstanding principal on our Term Loan in the amount of $290 million was repaid with borrowings from our 2015 Credit Facility (described below) and the 2011 Credit Facility was subsequently terminated. The Company was able to repay the Term Loan debt and terminate the 2011 Credit Facility without premium or penalty. There was no resulting l oss on early extinguishment of this debt. During the nine months ended September 30, 2015, we recorded total interest and commitment fees on our 2011 Credit Facility of $3 million to interest expense on our unaudited consolidated statements of operations. During the three and nine months ended September 30, 2014, we recorded total interest and commitment fees on our 2011 Credit Facility of $1 million and $5 million, respectively, to interest expense on our unaudited consolidated statements of operations. 2015 Credit Facility On June 26, 2015, we entered into a five year credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent; J.P. Morgan Europe Limited, as London Agent; Morgan Stanley Bank, N.A.; Bank of America, N.A.; BNP Paribas; SunTrust Bank; Wells Fargo Bank, National Association; Royal Bank of Canada; Barclays Bank PLC; U.S. Bank National Association; Citibank, N.A.; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; Goldman Sachs Bank USA; and Deutsche Bank AG New York Branch (the “2015 Credit Facility”). The 2015 Credit Facility, among other things, provides for (i) a $1 billion unsecured revolving credit facility, (ii) an interest rate on borrowings and commitment fees based on the Company’s and its subsidiaries’ consolidated leverage ratio and (iii) uncommitted incremental revolving loan and term loan facilities, subject to compliance with a leverage covenant and other conditions. Any overdue amounts under or in respect of the revolving credit facility not paid when due shall bear interest at (i) in the case of principal, the applicable interest rate plus 2.00% per annum, (ii) in the case of interest denominated in Sterling or Euro, the applicable rate plus 2.00% per annum and (ii) in the case of interest denominated in US Dollars, 2.00% per annum plus the Alternate Base Rate plus the interest rate spread applicable to ABR loans. The Company may borrow from the revolving credit facility in U.S dollars, Euros and British pound sterling with a term of five years expiring June 26, 2020. We immediately borrowed $290 million from this revolving credit facility, which was used to repay all outstanding borrowings pursuant to the 2011 Credit Facility and is recorded in long term liabilities on our unaudited balance sheet as of September 30, 2015. There is no specific repayment date prior to the five-year maturity date for borrowings under this revolving credit facility. Based on the Company’s current leverage ratio, our borrowings bear interest at LIBOR plus 125 basis points, or the Eurocurrency Spread. The Company is currently borrowing under a one-month interest period of 1.50% per annum, using a one-month interest period Eurocurrency Spread, which will reset periodically. Interest will be payable on a monthly basis while the Company is borrowing under the one-month interest rate period. We are also required to pay a quarterly commitment fee, on the daily unused portion of the revolving credit facility for each fiscal quarter and fees in connection with the issuance of letters of credit. Unused revolver capacity is currently subject to a commitment fee of 20.0 basis points, given the Company’s current leverage ratio. The 2015 Credit Facility includes $15 million of borrowing capacity available for letters of credit and $40 million for borrowings on same-day notice. As of September 30, 2015, we had issued $2 million of outstanding letters of credit under the 2015 Credit Facility. During both the three and nine months ended September 30, 2015, we recorded total interest and commitment fees on our 2015 Credit Facility of $1 million, respectively, to interest expense on our unaudited consolidated statements of operations. All unpaid interest and commitment fee amounts as of September 30, 2015 were not material. In connection with the 2015 Credit Facility, we incurred lender fees and debt financing costs totaling $3 million, which are recorded as a reduction of the 2015 Credit Facility borrowings and reported in long-term debt on the unaudited consolidated balance sheet as of September 30, 2015. These costs will be amortized over the term of the 2015 Credit Facility using the effective interest rate method and will be recorded to interest expense on our unaudited consolidated statements of operations. We may voluntarily repay any outstanding borrowing under the 2015 Credit Facility at any time without premium or penalty, other than customary breakage costs with respect to Eurocurrency loans. Certain wholly-owned domestic subsidiaries of the Company have agreed to guarantee the Company’s obligations under the 2015 Credit Facility. The 2015 Credit Facility contains a number of covenants that, among other things, restrict our ability to: incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The 2015 Credit Facility also requires us to maintain a maximum leverage ratio and contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the 2015 Credit Facility will be entitled to take various actions, including the acceleration of all amounts due under 2015 Credit Facility. The full text of the credit agreement entered into in connection with the 2015 Credit Facility is incorporated by reference in this Quarterly Report to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed June 30, 2015. Chinese Credit Facilities In addition to our borrowings under the 2015 Credit Facility, we maintain our Chinese Credit Facilities. As of September 30, 2015 and December 31, 2014, we had short-term borrowings outstanding of $1 million and $38 million, respectively. Our Chinese subsidiary is entered into a RMB 189,000,000 (approximately $30 million), one-year revolving credit facility with Bank of America (the “Chinese Credit Facility—BOA”) that is currently subject to review on a periodic basis with no specific expiration period. Our Chinese Credit Facility—BOA currently bears interest at a rate based on 100% of the People’s Bank of China’s base rate, which was 4.60% as of September 30, 2015. During the three months ended June 30, 2015, the Company made a $22 million repayment of our outstanding borrowings on our Chinese Credit Facilities- BOA. As of September 30, 2015, we had $1 million of outstanding borrowings from the Chinese Credit Facility—BOA. In addition, our Chinese subsidiary is entered into a RMB 125,000,000 (approximately $20 million) one-year revolving credit facility with J.P. Morgan Chase Bank (“Chinese Credit Facility—JPM”). Our Chinese Credit Facility—JPM currently also bears interest at a rate based on 100% of the People’s Bank of China’s base rate, which was 4.60% as of September 30, 2015. During the three months ended June 30, 2015, the Company made a $19 million repayment of our outstanding borrowings on our Chinese Credit Facilities- JPM. As of September 30, 2015, there are no outstanding borrowings under our Chinese Credit Facility – JPM. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9: INCOME TAXES Each interim period is considered an integral part of the annual period and, accordingly, we measure our income tax expense using an estimated annual effective tax rate. A company is required, at the end of each interim reporting period, to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, as adjusted for discrete taxable events that occur during the interim period. Our effective tax rate for the three and nine months ended September 30, 2015 was 24.5% and 26.4%, respectively. Our effective tax rate for the three and nine months ended September 30, 2014 was 28.0% and 28.8%, respectively. For the three and nine months ended September 30, 2015, the effective tax rate is less than the federal statutory rate primarily due to earnings in jurisdictions outside the United States, where our effective tax rate is lower, which was partially offset by state income taxes, non-deductible stock compensation and accruals on uncertain tax positions. The change in the effective tax rate for 2015 compared to the 2014 effective tax rate was primarily due to a change in jurisdictional earnings, including a non-taxable gain related to the sale of one of our Chinese subsidiaries, as well as certain discrete items. Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of September 30, 2015, accrued interest is $4 million, net of federal benefit, and no penalties have been accrued. We do not anticipate any material releases in the next twelve months. We are under examination by the Internal Revenue Service (“IRS”) for the 2009 and 2010 tax years with respect to consolidated income tax returns previously filed with Expedia, Inc., and we have various ongoing state income tax audits. We are separately under examination by the IRS for the 2012 and 2013 tax years. 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 2007. As of September 30, 2015, no material assessments have resulted. During the three months ended June 30, 2015, we received notification of a proposed adjustment from the IRS for the 2009 and 2010 tax years and we anticipate receiving additional notices of proposed adjustments for the same years. These proposed adjustments are related to transfer pricing with our foreign subsidiaries, and would result in an increase to U.S. taxable income and federal tax expense for 2009 and 2010, subject to interest. 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. We intend to defend our position through IRS administrative and, if necessary, by judicial remedies. As of September 30, 2015, no additional adjustments have been proposed. In addition, on July 27, 2015, the U.S. Tax Court in Altera Corp. v. Commissioner issued an opinion with respect to Altera’s litigation with the IRS, concerning the treatment of stock- based compensation expense in an intercompany cost sharing arrangement. A final decision has yet to be issued by the U.S. Tax Court due to other outstanding issues related to the case. We concluded that no adjustment to our consolidated financial statements is appropriate at this time, related to our transfer pricing arrangements, due to the uncertainties with respect to the ultimate resolution of this case. We will continue to monitor ongoing developments and the potential impact, if any, to our consolidated financial statements. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 10: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following for the periods presented: September 30, 2015 December 31, 2014 (in millions) Accrued salary, bonus, and related benefits $ 47 $ 41 Accrued marketing costs 36 24 Accrued charitable foundation payments 6 9 Other 40 40 Total $ 129 $ 114 |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Noncurrent [Abstract] | |
Other Long-Term Liabilities | NOTE 11: OTHER LONG-TERM LIABILITIES Other long-term liabilities consisted of the following for the periods presented: September 30, 2015 December 31, 2014 (in millions) Unrecognized tax benefits (1) $ 85 $ 68 Financing obligation, net of current portion (2) 83 67 Other (3) 19 19 Total $ 187 $ 154 (1) Amount includes accrued interest related to this liability. (2) Refer to “Note 12 – Commitments and Contingencies,” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on our corporate headquarters lease. (3) Amounts primarily consist of long term deferred rent balances related to operating leases for office space. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12: COMMITMENTS AND CONTINGENCIES Corporate Headquarters Lease In June 2013, TripAdvisor LLC (“TA LLC”), our indirect, wholly owned subsidiary, entered into a lease, for a new corporate headquarters (the “Lease”). Pursuant to the Lease, the landlord built an approximately 280,000 square foot rental building in Needham, Massachusetts (the “Premises”), and leased the Premises to TA LLC as our new corporate headquarters for an initial term of 15 years and 7 months or through December 2030. Under the Lease, TA LLC is required to pay an initial base rent of $33.00 per square foot per year, increasing to $34.50 per square foot per year by the final year of the initial term, as well as all real estate taxes and other building operating costs. TA LLC also has an option to extend the term of the Lease for two consecutive terms of five years each. The aggregate future minimum lease payments are $143 million and are currently scheduled to be paid, beginning in November 2015, as follows: $1 million for 2015, $9 million for 2016, $9 million for 2017, $9 million for 2018, $9 million for 2019 and an aggregate of $106 million for 2020 and thereafter. The Lease has escalating rental payments and initial periods of free rent. TA LLC was also obligated to deliver a letter of credit to the Landlord in the amount of $1 million as security deposit, which amount is subject to increase under certain circumstances. Because we were involved in the construction project, including responsible for paying a portion of the costs of normal finish work and structural elements of the Premises, the Company was deemed for accounting purposes to be the owner of the Premises during the construction period under build to suit lease accounting guidance under GAAP. Therefore, the Company recorded project construction costs incurred by the landlord as a construction-in-progress asset and a related construction financing obligation during the construction period on our consolidated balance sheets. The amounts that the Company has paid or incurred for normal tenant improvements and structural improvements had also been recorded to the construction-in-progress asset. Upon completion of construction at end of the second quarter of 2015, we evaluated the construction-in-progress asset and construction financing obligation for de-recognition under the criteria for “sale-leaseback” treatment under GAAP. We concluded that we have forms of continued economic involvement in the facility, and therefore did not meet the provisions for sale-leaseback accounting. This determination was based on the Company's continuing involvement with the property in the form of non-recourse financing to the lessor. Therefore, the Lease has been accounted for as a financing obligation. Accordingly, we will depreciate the building asset over its estimated useful life and incur interest expense related to the financing obligation using the effective interest rate method. We will bifurcate our lease payments pursuant to the Premises into: (i) a portion that is allocated to the building (a reduction to the financing obligation) and; (ii) a portion that is allocated to the land on which the building was constructed. Although we will not begin making lease payments pursuant to the Lease until November 2015, the portion of the lease obligations allocated to the land has been treated for accounting purposes as an operating lease that commenced in 2013. The financing obligation is considered a long-term finance lease obligation with the current portion recorded to “Accrued expenses and other” on our unaudited consolidated balance sheet. At the end of the lease term, the carrying value of the building asset and the remaining financing obligation are expected to be equal, at which time we may either surrender the leased asset as settlement of the remaining financing obligation or extend the initial term of the lease for the continued use of the asset. Legal Proceedings In the ordinary course of business, we and our subsidiaries are parties to legal proceedings and claims arising out of our operations. These matters may involve claims involving alleged infringement of third-party intellectual property rights (including patent infringement), defamation, taxes, regulatory compliance privacy issues and other claims. Rules and regulations promulgated by the SEC require the description of material pending legal proceedings, other than ordinary, routine litigation incident to the registrant’s business, and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not individually exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of management, none of the pending litigation matters that the Company and its subsidiaries are defending involves or is likely to involve amounts of that magnitude. 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. There have been no material changes to our commitments and contingencies since December 31, 2014, except as described in “Note 8— Debt” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q regarding our 2011 Credit Facility and 2015 Credit Facility. Refer to “Note 12— Commitments and Contingencies,” in the notes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 13: SEGMENT INFORMATION Our reporting structure includes two reportable segments: Hotel and Other. Hotel Our Hotel segment includes revenue generated from services related to hotels, including click-based and display-based advertising revenue from making hotel room reservations, airline reservations, and cruise reservations available for price comparison and booking, as well as subscription-based products such as Business Listings, transaction-based products such as Jetsetter and Tingo, and other hotel related revenue. Our chief operating decision maker, or CODM, is also the Hotel segment manager. Other Our Other segment consists of the aggregation of three operating segments: our Attractions, Restaurants and Vacation Rentals businesses. Attractions. We provide, through Viator, information and services for researching and booking destination activities around the world. Viator works with local operators to provide travelers with access to tours and activities in popular destinations worldwide, earning a commission for such service. In addition to its consumer-direct business, Viator also provides local experiences to affiliate partners, including some of the world’s top airlines, hotels and travel agencies. Restaurants. This business is comprised of our websites that provide online and mobile reservation services that connect restaurants with diners. These websites are currently primarily focused on the European market, primarily through Lafourchette. Lafourchette is an online restaurant booking platform with a network of restaurant partners across Europe. Lafourchette also offers management software solutions helping restaurants to maximize business by providing a flexible online booking, discount and data tool. Revenue is primarily generated by receiving a fee for each restaurant guest seated through the online reservation systems. Vacation Rentals . We offer individual property owners and property managers the ability to list their properties available for rental and connect with travelers using a subscription-based fee structure or a free-to-list, commission per booking based option. Our vacation rental inventory currently includes full home rentals, condos, villas, beach rentals, cabins, cottages, and many other accommodation types. These properties are listed across a number of platforms, including TripAdvisor Vacation Rentals, U.S.-based FlipKey, and European-based Holiday Lettings and Niumba. Each operating segment in our Other segment has a segment manager who is directly accountable to and maintains regular contact with our CODM to discuss operating activities, financial results, forecasts, and plans for the segment. We define Adjusted EBITDA as net income (loss) plus: (1) provision for income taxes; (2) other income (expense), net; (3) depreciation of property and equipment, including amortization of internal use software and website development; (4) amortization of intangible assets; (5) stock-based compensation and other stock-settled obligations; (6) goodwill, long-lived asset and intangible asset impairments; and (7) other non-recurring expenses. Adjusted EBITDA is the primary metric by which management evaluates the performance of its business and on which internal budgets are based. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. We believe by excluding certain non-cash expenses, such as stock-based compensation, stock-settled obligations, asset impairments, and non-recurring expenses, Adjusted EBITDA corresponds more closely to the cash that operating income generated from our business and allows investors to gain an understanding of the factors and trends affecting the ongoing cash earnings capabilities of our business, from which capital investments are made and debt is serviced. The following tables present our segment information for the three and nine months ended September 30, 2015 and 2014. We have recorded depreciation of property and equipment, including amortization of internal-use software and website development, amortization of intangible assets, stock-based compensation, other non-recurring expenses, other expenses, net, and income taxes, which are excluded from segment operating performance, in Corporate and unallocated. In addition, we do not report our assets or capital expenditures by segment as it would not be meaningful. We also do not regularly provide asset, capital expenditure or depreciation information by segment to our CODM. Our consolidated general and administrative expenses, excluding stock-based compensation costs, are shared by all operating segments. Each operating segment receives an allocated charge based on the segment’s percentage of the Company’s total personnel costs. Three months ended September 30, 2015 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 340 $ 75 $ — $ 415 Adjusted EBITDA (1) 121 9 — 130 Depreciation — — (13 ) (13 ) Amortization of intangible assets — — (10 ) (10 ) Stock-based compensation — — (19 ) (19 ) Operating income (loss) $ 121 $ 9 $ (42 ) 88 Other income, net 10 Income before income taxes 98 Provision for income taxes (24 ) Net income 74 Three months ended September 30, 2014 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 315 $ 39 $ — $ 354 Adjusted EBITDA (2) 118 1 — 119 Depreciation — — (12 ) (12 ) Amortization of intangible assets — — (6 ) (6 ) Stock-based compensation — — (17 ) (17 ) Operating income (loss) $ 118 $ 1 $ (35 ) 84 Other expense, net (9 ) Income before income taxes 75 Provision for income taxes (21 ) Net income 54 Nine months ended September 30, 2015 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 1,003 $ 180 $ — $ 1,183 Adjusted EBITDA (1) 377 2 — 379 Depreciation — — (42 ) (42 ) Amortization of intangible assets — — (26 ) (26 ) Stock-based compensation — — (52 ) (52 ) Other non-recurring expenses (2 ) (2 ) Operating income (loss) $ 377 $ 2 $ (122 ) 257 Other income, net 8 Income before income taxes 265 Provision for income taxes (70 ) Net income 195 Nine months ended September 30, 2014 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 884 $ 74 $ — $ 958 Adjusted EBITDA (2) 372 (2 ) — 370 Depreciation — — (33 ) (33 ) Amortization of intangible assets — — (11 ) (11 ) Stock-based compensation — — (46 ) (46 ) Operating income (loss) $ 372 $ (2 ) $ (90 ) 280 Other expense, net (13 ) Income before income taxes 267 Provision for income taxes (77 ) Net income 190 (1) Includes allocated general and administrative expenses in our Hotel segment of $23 million and $69 million; and in our Other segment of $8 million and $23 million for the three and nine months ended September 30, 2015, respectively. (2) Includes allocated general and administrative expenses in our Hotel segment of $24 million and $65 million; and in our Other segment of $6 million and $12 million for the three and nine months ended September 30, 2014, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 14: EARNINGS PER SHARE Basic Earnings Per Share Attributable to Common Stockholders We compute basic earnings per share (“Basic EPS”) by dividing net income by the weighted average number of common shares outstanding during the period. We compute the weighted average number of common shares outstanding during the reporting period using the total of common stock and Class B common stock outstanding as of the last day of the previous year end reporting period plus the weighted average of any additional shares issued and outstanding less the weighted average of any treasury shares repurchased during the reporting period. Diluted Earnings Per Share Attributable to Common Stockholders We compute diluted earnings per share (“Diluted EPS”) by dividing net income 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 earnings per share 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 related to stock options and the vesting of restricted stock units using the treasury stock method, and (iii) if dilutive, performance 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, the average unrecognized compensation cost during the period and any tax benefits credited upon exercise to additional paid-in-capital. The treasury stock method assumes that a company uses the proceeds from the exercise of an award to repurchase common stock at the average market price for the period. Windfall tax benefits created upon the exercise of an award would be added to assumed proceeds, while shortfalls charged to additional paid-in-capital would be deducted from assumed proceeds. Any shortfalls not covered by the windfall tax pool would be charged to the income statement and would be excluded from the calculation of assumed proceeds, if any. Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Basic and Diluted EPS (shares in thousands and U.S. dollars in millions, except per share amounts) for the periods presented: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Numerator: Net income $ 74 $ 54 $ 195 $ 190 Denominator: Weighted average shares used to compute Basic EPS 144,133 142,842 143,662 142,648 Weighted average effect of dilutive securities: Stock options 1,442 2,851 1,959 2,837 RSUs 253 378 265 354 Weighted average shares used to compute Diluted EPS 145,828 146,071 145,886 145,839 Basic EPS $ 0.51 $ 0.38 $ 1.35 $ 1.33 Diluted EPS $ 0.51 $ 0.37 $ 1.34 $ 1.30 The following potential common shares related to stock options and RSUs were excluded from the calculation of Diluted EPS because their effect would have been anti-dilutive for the periods presented (in thousands): Three months ended Nine months ended September 30, September 30, 2015(1) 2014(2) 2015(1) 2014(2) Stock options 2,110 599 2,119 1,325 RSUs 303 6 629 167 Total 2,413 605 2,748 1,492 (1) These totals do not include 66,666 performance based options and 12,799 performance based RSUs representing the right to acquire 79,465 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. (2) These totals do not include 66,666 performance based options and 44,000 performance based RSUs representing the right to acquire 110,666 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15: RELATED PARTY TRANSACTIONS As of September 30, 2015, Liberty TripAdvisor Holdings, Inc. (“LTRIP”) beneficially owned 18,159,752 shares of our common stock and 12,799,999 shares of our Class B common stock, which shares constitute 13.8% 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 21.5% of the outstanding common stock. Because each share of Class B common stock generally 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 approximately 56.4% of our voting power. We had no related party transactions with LTRIP during the three and nine months ended September 30, 2015 and 2014, respectively. |
Interest Income and Other, Net
Interest Income and Other, Net | 9 Months Ended |
Sep. 30, 2015 | |
Interest And Other Income [Abstract] | |
Interest Income and Other, Net | NOTE 16: INTEREST INCOME AND OTHER, NET The following table presents the detail of interest income and other, net, for the periods presented: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) (in millions) Net loss, realized and unrealized, on foreign exchange and foreign currency derivative contracts and other, net $ (4 ) $ (7 ) $ (3 ) $ (8 ) Interest income - - 1 1 Gain on sale of business (1) 17 - 17 - Total $ 13 $ (7 ) $ 15 $ (7 ) (1) Refer to “Note 3 – Acquisitions and Dispositions” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17: SUBSEQUENT EVENTS On October 8, 2015, the Company announced the appointment of Ernst Teunissen as Senior Vice President and Chief Financial Officer, effective as of November 9, 2015. In connection with his appointment, on October 6, 2015, the Company entered into an employment agreement with Mr. Teunissen, to be effective on November 9, 2015 and expiring on March 31, 2018 (the “Employment Agreement”). The Employment Agreement entered into with Mr. Teunissen was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 8, 2015 and is incorporated by reference in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. On November 4, 2015, the Compensation Committee approved, and the Company entered into, a verbal amendment to the Separation Agreement entered into with Julie M.B. Bradley, the Company’s current Chief Financial Officer. Previously, the Company and Ms. Bradley entered into a Separation Agreement, dated April 2, 2015 (the “Separation Agreement”), pursuant to which Ms. Bradley agreed to remain with the Company on a full-time basis for a transition period, which would last until the earlier of September 30, 2015 or thirty days following her successor’s start date (the “Transition Period”). In order to provide for an orderly transition of responsibilities to Mr. Teunissen, who will not join the Company until November 9, 2015, Ms. Bradley and the Company have verbally agreed as follows: · the Transition Period will be extended to November 20, 2015 (the “Separation Date”); · the Company will continue to pay Ms. Bradley’s base salary through August 2016; · the Company will pay Ms. Bradley approximately $187,000, an amount equal to her target annual bonus for 2015 prorated through the Separation Date; · any compensation awards of Ms. Bradley that are outstanding and unvested as of the Separation Date that would, but for her termination of employment, have vested on or before July 31, 2016 (the “Equity Acceleration Period”) shall vest (and, with respect to restricted stock units, shall settle) as of the Separation Date; provided, that any outstanding equity award with a vesting schedule that would, but for the termination of employment, have resulted in a smaller percentage (or none) of the equity award being vested through the end of such Equity Acceleration Period than if it had vested monthly pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested monthly pro rata over its vesting period; and · any vested options to purchase shares of the Company’s equity held by Ms. Bradley shall remain exercisable through the date that is 18 months following the Separation Date or, if earlier, through the scheduled expiration date of such options. |
Significant Accounting Polici26
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements present our results of operations, financial position and cash flows on a consolidated basis. The accompanying unaudited 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. We have eliminated significant intercompany transactions and accounts. One of our subsidiaries that operates in China has a variable interest in an affiliated entity 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 this Chinese affiliate, we consolidate its results as we are the primary beneficiary of the cash losses or profits of this variable interest affiliate and have the power to direct the activity of this affiliate. Our variable interest entity is not material for all periods presented. We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). We have included all adjustments necessary for a fair presentation of the results of the interim period. These adjustments consist of normal recurring items. We prepared the unaudited consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, we have condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. Our interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2014, previously filed with the SEC. |
Reclassifications | Reclassifications Pursuant to our disclosure in “Note 16— Segment and Geographic Information” in the notes to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014, management revised our reportable segments. All prior period disclosures have been reclassified to conform to the current reporting structure. These reclassifications had no effect on our unaudited consolidated financial statements. In addition, refer to our discussion in “Note 2— Significant Accounting Policies” below for a required prior period reclassification resulting from the early adoption of new accounting guidance. All other reclassifications made to conform the prior period to the current presentation were not material and had no net effect on our unaudited consolidated financial statements. |
Accounting Estimates | Accounting Estimates We use estimates and assumptions in the preparation of our unaudited consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited consolidated financial statements include: (i) recoverability of intangible assets and goodwill, (ii) recoverability and useful life of long-lived assets, (iii) accounting for income taxes, (iv) purchase accounting for business combinations and (v) stock-based compensation. |
Seasonality | Seasonality The global travel market is large and traveler expenditures tend to follow a seasonal pattern. As such, expenditures by travel advertisers to market to potential travelers, and, therefore, our financial performance, tend to be seasonal as well. As a result, our third quarter tends to be our seasonal high, as it is a key period for travel research and trip-taking, and our seasonal low generally occurs in the first and/or fourth quarter. Significant shifts in our business mix or adverse economic conditions could influence the typical trend of our seasonality in the future. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In April 2015, the FASB issued new accounting guidance which requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. In August 2015, additional accounting guidance was issued on this topic that clarifies the April 2015 guidance for debt issuance costs associated with line-of-credit arrangements, which states the FASB would not object to the continued deferral and presentation of debt issuance costs as an asset, which would be subsequently amortized over the term of the arrangement. This guidance is effective for fiscal years, and the interim periods within those fiscal years, beginning after December 15, 2015, with early application permitted. The Company has early adopted this guidance. The retrospective application of this guidance decreased “Other long-term assets” and “Long-term debt” by $1 million on the consolidated balance sheet as of December 31, 2014. Refer to “Note 8— Debt” below for the current year presentation. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In September 2015, the FASB issued new accounting guidance which eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at the acquisition date. This update is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements and related disclosures. In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on revenue from contracts with customers. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either a full retrospective approach or a modified retrospective approach, which requires the initial cumulative effect to be recognized at the date of initial application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and early adoption is permitted for fiscal years beginning after December 15, 2016. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements or related disclosures. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation Initially Recorded on Unaudited Consolidated Balance Sheet for All Acquisitions | The following table presents the purchase price allocations initially recorded on our unaudited consolidated balance sheet for all 2015 acquisitions (in millions): Total Goodwill $ 17 Intangible assets (1) 12 Net tangible assets 1 Deferred tax liabilities, net (2 ) Total purchase price consideration (2) $ 28 (1) Identifiable definite-lived intangible assets acquired during 2015 were comprised of trade names of $2 million with a weighted average life of 9.9 years, customer lists and supplier relationships of $7 million with a weighted average life of 5.9 years and technology and other of $3 million with a weighted average life of 2.5 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2015 was 6.0 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date. (2) Subject to adjustment based on (i) final working capital adjustment calculations to be determined for BestTables and Dimmi, and (ii) indemnification obligations for general representations and warranties of the acquired company stockholders. |
Stock Based Awards and Other 28
Stock Based Awards and Other Equity Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and Restricted Stock Units (RSUs) | The following table presents the amount of stock-based compensation expense related to stock-based awards, primarily stock options and restricted stock units (“RSUs”), on our unaudited consolidated statements of operations during the periods presented: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) (in millions) Selling and marketing $ 4 $ 4 $ 12 $ 10 Technology and content 8 7 20 19 General and administrative 7 6 20 17 Total stock-based compensation expense 19 17 52 46 Income tax benefit from stock-based compensation expense (7 ) (6 ) (19 ) (17 ) Total stock-based compensation expense, net of tax effect $ 12 $ 11 $ 33 $ 29 |
Summary of Stock Option | A summary of the status and activity for stock option awards relating to our common stock for the nine months ended September 30, 2015, is presented below: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Per Contractual Intrinsic Outstanding Share Life Value (in thousands) (in years) (in millions) Options outstanding at January 1, 2015 8,651 $ 44.47 Granted 396 85.70 Exercised (1) (2,759 ) 33.78 Cancelled or expired (243 ) 52.73 Options outstanding at September 30, 2015 6,045 $ 51.72 5.8 $ 106 Exercisable as of September 30, 2015 2,593 $ 35.97 4.9 $ 74 Vested and expected to vest after September 30, 2015 5,931 $ 51.34 5.8 $ 105 (1) Inclusive of 1,769,209 options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the minimum amount of required employee withholding taxes. Potential shares that had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited consolidated statements of cash flows. |
Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants | The fair value of stock option grants under the 2011 Plan 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: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Risk free interest rate 1.67 % 1.76 % 1.52 % 1.93 % Expected term (in years) 5.24 5.77 5.21 6.27 Expected volatility 40.24 % 46.09 % 41.76 % 47.70 % Expected dividend yield — % — % — % — % |
Summary of RSU Activity | The following table presents a summary of our RSU activity during the nine months ended September 30, 2015: Weighted Average Grant- Aggregate RSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested RSUs outstanding as of January 1, 2015 1,448 $ 71.33 Granted 708 84.00 Vested and released (1) (368 ) 66.11 Cancelled (214 ) 72.58 Unvested RSUs outstanding as of September 30, 2015 1,574 $ 78.06 $ 99 (1) Inclusive of 112,639 RSUs withheld to satisfy employee minimum tax withholding requirements due to net share settlement. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited consolidated statements of cash flows. |
Summary of Unrecognized Stock-Based Compensation Expense, Net of Estimated Forfeitures and Weighted Average Period Remaining | A summary of our remaining unrecognized stock-based compensation expense, net of estimated forfeitures, and the weighted average remaining amortization period at September 30, 2015 related to our non-vested stock options and RSU awards is presented below (in millions, except per year information): Stock Options RSUs Unrecognized stock-based compensation expense (net of forfeitures) $ 63 $ 87 Weighted average period remaining (in years) 2.4 2.8 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments All Other Investments [Abstract] | |
Schedule of Cash, Cash Equivalents and Marketable Securities | The following tables show our cash and available-for-sale securities’ amortized cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short and long-term marketable securities for the periods presented (in millions): September 30, 2015 Cash and Short-Term Long-Term Amortized Unrealized Unrealized Fair Cash Marketable Marketable Cost Gains Losses Value Equivalents Securities Securities Cash $ 506 $ - $ - $ 506 $ 506 $ - $ - Level 1: Money market funds 60 - - 60 60 - - Level 2: U.S. agency securities 13 - - 13 - 11 2 U.S. treasury securities 42 - - 42 - 42 - Certificates of deposit 10 - - 10 - 6 4 Commercial paper 5 - - 5 1 4 - Corporate debt securities 94 - - 94 - 56 38 Subtotal 164 - - 164 1 119 44 Total $ 730 $ - $ - $ 730 $ 567 $ 119 $ 44 December 31, 2014 Cash and Short-Term Long-Term Amortized Unrealized Unrealized Fair Cash Marketable Marketable Cost Gains Losses Value Equivalents Securities Securities Cash $ 447 $ - $ - $ 447 $ 447 $ - $ - Level 1: Money market funds 8 - - 8 8 - - Level 2: U.S. agency securities 38 - - 38 - 35 3 Certificates of deposit 8 - - 8 - 8 - Commercial paper 1 - - 1 - 1 - Corporate debt securities 92 - - 92 - 64 28 Subtotal 139 - - 139 - 108 31 Total $ 594 $ - $ - $ 594 $ 455 $ 108 $ 31 |
Fair Value and Notional Principal Amounts of Outstanding or Unsettled Derivative Instruments | The following table shows the notional principal amount of our outstanding derivative instruments that are not designated as hedging instruments for the periods presented: September 30, 2015 December 31, 2014 (in millions) Foreign exchange-forward contracts (1)(2) $ 38 $ 20 (1) Derivative contracts address foreign exchange fluctuations for the Euro versus the U.S. Dollar. (2) The fair value of our derivative instruments are not material as of September 30, 2015 and December 31, 2014. 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. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consists of the following for the periods presented: September 30, 2015 December 31, 2014 (in millions) Capitalized software and website development $ 128 $ 104 Building (1) 123 - Leasehold improvements 33 40 Computer equipment 37 31 Furniture, office equipment and other 15 11 336 186 Less: accumulated depreciation (89 ) (77 ) Construction in progress (1) - 86 Total $ 247 $ 195 (1) These amounts represent construction costs incurred by the landlord and the Company, related to our corporate headquarters in Needham, MA. During the nine months ended September 30, 2015, we capitalized $6 million in non-cash construction costs which were incurred by the landlord, with a corresponding liability recorded in other long-term liabilities. Upon completion of construction at the end of the second quarter of 2015, this asset was reclassified to a building asset and we began depreciating it over an estimated useful life of 40 years on a straight-line basis. Refer to “Note 12 – Commitments and Contingencies,” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on this lease. |
Goodwill and Intangible Asset31
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | The following table summarizes our goodwill activity by segment for the period presented: Hotel Other Consolidated (in millions) Beginning balance as of January 1, 2015 $ 442 $ 292 $ 734 Acquisitions (1) 1 16 17 Disposition (1) (1 ) - (1 ) Other adjustments (2) - (15 ) (15 ) Ending balance as of September 30, 2015 $ 442 $ 293 $ 735 (1) Refer to “Note 3 – Acquisitions and Dispositions,” above for additional information. (2) Other adjustments are primarily related to impact of changes in foreign exchange rates. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Intangible assets, which were acquired in business combinations and recorded at fair value on the date of purchase, consist of the following for the periods presented: September 30, 2015 December 31, 2014 (in millions) Intangible assets with definite lives $ 199 $ 202 Less: accumulated amortization (43 ) (18 ) Intangible assets with definite lives, net 156 184 Intangible assets with indefinite lives 30 30 Total $ 186 $ 214 |
Components of Intangible Assets with Definite Lives | The following table presents the components of our intangible assets with definite lives for the periods presented: September 30, 2015 December 31, 2014 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 8.8 $ 53 $ (8 ) $ 45 $ 52 $ (5 ) $ 47 Customer lists and supplier relationships 5.5 82 (15 ) 67 77 (5 ) 72 Subscriber relationships 5.0 30 (8 ) 22 31 (4 ) 27 Technology and other 3.4 34 (12 ) 22 42 (4 ) 38 Total 6.1 $ 199 $ (43 ) $ 156 $ 202 $ (18 ) $ 184 |
Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives | Intangible assets with definite lives are amortized on a straight-line basis. 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, is expected to be as follows (in millions): 2015 (remaining three months) $ 10 2016 29 2017 28 2018 25 2019 22 2020 and thereafter 42 Total $ 156 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | The Company’s outstanding debt consisted of the following for the periods presented: September 30, December 31, 2015 2014 (in millions) Short-Term Debt: Chinese Credit Facilities $ 1 $ 38 Term Loan - 40 Total Short-Term Debt $ 1 $ 78 Long-Term Debt: 2015 Credit Facility $ 290 $ - Term Loan - 260 Less: Unamortized discount and debt issuance costs (3 ) (1 ) Total Long-Term Debt $ 287 $ 259 |
Accrued Expenses and Other Cu33
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Details of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following for the periods presented: September 30, 2015 December 31, 2014 (in millions) Accrued salary, bonus, and related benefits $ 47 $ 41 Accrued marketing costs 36 24 Accrued charitable foundation payments 6 9 Other 40 40 Total $ 129 $ 114 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities Noncurrent [Abstract] | |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following for the periods presented: September 30, 2015 December 31, 2014 (in millions) Unrecognized tax benefits (1) $ 85 $ 68 Financing obligation, net of current portion (2) 83 67 Other (3) 19 19 Total $ 187 $ 154 (1) Amount includes accrued interest related to this liability. (2) Refer to “Note 12 – Commitments and Contingencies,” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on our corporate headquarters lease. (3) Amounts primarily consist of long term deferred rent balances related to operating leases for office space. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following tables present our segment information for the three and nine months ended September 30, 2015 and 2014. Three months ended September 30, 2015 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 340 $ 75 $ — $ 415 Adjusted EBITDA (1) 121 9 — 130 Depreciation — — (13 ) (13 ) Amortization of intangible assets — — (10 ) (10 ) Stock-based compensation — — (19 ) (19 ) Operating income (loss) $ 121 $ 9 $ (42 ) 88 Other income, net 10 Income before income taxes 98 Provision for income taxes (24 ) Net income 74 Three months ended September 30, 2014 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 315 $ 39 $ — $ 354 Adjusted EBITDA (2) 118 1 — 119 Depreciation — — (12 ) (12 ) Amortization of intangible assets — — (6 ) (6 ) Stock-based compensation — — (17 ) (17 ) Operating income (loss) $ 118 $ 1 $ (35 ) 84 Other expense, net (9 ) Income before income taxes 75 Provision for income taxes (21 ) Net income 54 Nine months ended September 30, 2015 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 1,003 $ 180 $ — $ 1,183 Adjusted EBITDA (1) 377 2 — 379 Depreciation — — (42 ) (42 ) Amortization of intangible assets — — (26 ) (26 ) Stock-based compensation — — (52 ) (52 ) Other non-recurring expenses (2 ) (2 ) Operating income (loss) $ 377 $ 2 $ (122 ) 257 Other income, net 8 Income before income taxes 265 Provision for income taxes (70 ) Net income 195 Nine months ended September 30, 2014 Hotel Other Corporate and unallocated Total (in millions) Revenue $ 884 $ 74 $ — $ 958 Adjusted EBITDA (2) 372 (2 ) — 370 Depreciation — — (33 ) (33 ) Amortization of intangible assets — — (11 ) (11 ) Stock-based compensation — — (46 ) (46 ) Operating income (loss) $ 372 $ (2 ) $ (90 ) 280 Other expense, net (13 ) Income before income taxes 267 Provision for income taxes (77 ) Net income 190 (1) Includes allocated general and administrative expenses in our Hotel segment of $23 million and $69 million; and in our Other segment of $8 million and $23 million for the three and nine months ended September 30, 2015, respectively. (2) Includes allocated general and administrative expenses in our Hotel segment of $24 million and $65 million; and in our Other segment of $6 million and $12 million for the three and nine months ended September 30, 2014, respectively. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding | Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Basic and Diluted EPS (shares in thousands and U.S. dollars in millions, except per share amounts) for the periods presented: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Numerator: Net income $ 74 $ 54 $ 195 $ 190 Denominator: Weighted average shares used to compute Basic EPS 144,133 142,842 143,662 142,648 Weighted average effect of dilutive securities: Stock options 1,442 2,851 1,959 2,837 RSUs 253 378 265 354 Weighted average shares used to compute Diluted EPS 145,828 146,071 145,886 145,839 Basic EPS $ 0.51 $ 0.38 $ 1.35 $ 1.33 Diluted EPS $ 0.51 $ 0.37 $ 1.34 $ 1.30 |
Common Shares Related to Stock Options and RSUs Excluded from Calculated Diluted EPS | The following potential common shares related to stock options and RSUs were excluded from the calculation of Diluted EPS because their effect would have been anti-dilutive for the periods presented (in thousands): Three months ended Nine months ended September 30, September 30, 2015(1) 2014(2) 2015(1) 2014(2) Stock options 2,110 599 2,119 1,325 RSUs 303 6 629 167 Total 2,413 605 2,748 1,492 (1) These totals do not include 66,666 performance based options and 12,799 performance based RSUs representing the right to acquire 79,465 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. (2) These totals do not include 66,666 performance based options and 44,000 performance based RSUs representing the right to acquire 110,666 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. |
Interest Income and Other, Net
Interest Income and Other, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Interest And Other Income [Abstract] | |
Summary of Interest Income and Other, Net | The following table presents the detail of interest income and other, net, for the periods presented: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 (in millions) (in millions) Net loss, realized and unrealized, on foreign exchange and foreign currency derivative contracts and other, net $ (4 ) $ (7 ) $ (3 ) $ (8 ) Interest income - - 1 1 Gain on sale of business (1) 17 - 17 - Total $ 13 $ (7 ) $ 15 $ (7 ) (1) Refer to “Note 3 – Acquisitions and Dispositions” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information. |
Business Description and Basi38
Business Description and Basis of Presentation - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015CountryBrandSegment | |
Description Of Business And Basis Of Presentation [Line Items] | |
Number of countries with localized versions of website | Country | 46 |
Number of other media brands with websites | Brand | 23 |
Number of reportable segment | 2 |
Other Segment | |
Description Of Business And Basis Of Presentation [Line Items] | |
Number of operating segments | 3 |
Significant Accounting Polici39
Significant Accounting Policies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Accounting Policies [Abstract] | |
Increase (decrease) in other long-term assets | $ (1) |
Increase (decrease) in long-term debt | $ (1) |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)Business | Aug. 31, 2015USD ($) | ||
Acquisitions And Dispositions [Line Items] | ||||
Disposal group, gain on sale of subsidiary | [1] | $ 17 | $ 17 | |
One of Chinese Subsidiaries | ||||
Acquisitions And Dispositions [Line Items] | ||||
Disposal group, percentage of ownership interest sold | 100.00% | |||
Disposal group, total consideration | $ 28 | |||
Cash held back by the purchaser | 3 | |||
Disposal group, deconsolidated assets on sale of business | 11 | |||
Disposal group, cash included in deconsolidated asset | 3 | |||
Disposal group, deconsolidated liabilities on sale of business | $ 4 | |||
Disposal group, gain on sale of subsidiary | $ 17 | $ 17 | ||
Series of Individually Immaterial Business Acquisitions | ||||
Acquisitions And Dispositions [Line Items] | ||||
Number of business acquired | Business | 3 | |||
Total purchase price consideration | $ 28 | |||
Acquisition-related costs | $ 1 | |||
ZeTrip | ||||
Acquisitions And Dispositions [Line Items] | ||||
Business acquisition percentage of outstanding shares of capital stock | 100.00% | 100.00% | ||
Date of acquisition | Jan. 31, 2015 | |||
BestTables | ||||
Acquisitions And Dispositions [Line Items] | ||||
Business acquisition percentage of outstanding shares of capital stock | 100.00% | 100.00% | ||
Date of acquisition | Mar. 31, 2015 | |||
Dimmi | ||||
Acquisitions And Dispositions [Line Items] | ||||
Business acquisition percentage of outstanding shares of capital stock | 100.00% | 100.00% | ||
Date of acquisition | May 31, 2015 | |||
[1] | Refer to “Note 3 – Acquisitions and Dispositions” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information. |
Acquisitions and Dispositions41
Acquisitions and Dispositions - Summary of Purchase Price Allocation Initially Recorded on Unaudited Consolidated Balance Sheet for all Acquisitions (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 735 | $ 734 | |
Series of Individually Immaterial Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Goodwill | 17 | ||
Intangible assets | [1] | 12 | |
Net tangible assets (liabilities) | 1 | ||
Deferred tax liabilities, net | (2) | ||
Total purchase price consideration | [2] | $ 28 | |
[1] | Identifiable definite-lived intangible assets acquired during 2015 were comprised of trade names of $2 million with a weighted average life of 9.9 years, customer lists and supplier relationships of $7 million with a weighted average life of 5.9 years and technology and other of $3 million with a weighted average life of 2.5 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2015 was 6.0 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date. | ||
[2] | Subject to adjustment based on (i) final working capital adjustment calculations to be determined for BestTables and Dimmi, and (ii) indemnification obligations for general representations and warranties of the acquired company stockholders. |
Acquisitions and Dispositions42
Acquisitions and Dispositions - Summary of Purchase Price Allocation Initially Recorded on Unaudited Consolidated Balance Sheet for all Acquisitions (Parenthetical) (Details) - Series of Individually Immaterial Business Acquisitions $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($) | ||
Business Acquisition [Line Items] | ||
Identifiable definite-lived intangible assets | $ 12 | [1] |
Weighted average life of identifiable definite-lived intangible assets acquired | 6 years | |
Trade Names | ||
Business Acquisition [Line Items] | ||
Identifiable definite-lived intangible assets | $ 2 | |
Weighted average life of identifiable definite-lived intangible assets acquired | 9 years 10 months 24 days | |
Customer Lists and Supplier Relationships | ||
Business Acquisition [Line Items] | ||
Identifiable definite-lived intangible assets | $ 7 | |
Weighted average life of identifiable definite-lived intangible assets acquired | 5 years 10 months 24 days | |
Developed Technology and Other | ||
Business Acquisition [Line Items] | ||
Identifiable definite-lived intangible assets | $ 3 | |
Weighted average life of identifiable definite-lived intangible assets acquired | 2 years 6 months | |
[1] | Identifiable definite-lived intangible assets acquired during 2015 were comprised of trade names of $2 million with a weighted average life of 9.9 years, customer lists and supplier relationships of $7 million with a weighted average life of 5.9 years and technology and other of $3 million with a weighted average life of 2.5 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2015 was 6.0 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date. |
Stock Based Awards and Other 43
Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards, Primarily Stock Options and Restricted Stock Units (RSUs) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 19 | $ 17 | $ 52 | $ 46 |
Income tax benefit from stock-based compensation expense | (7) | (6) | (19) | (17) |
Total stock-based compensation expense, net of tax effect | 12 | 11 | 33 | 29 |
Selling and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 4 | 4 | 12 | 10 |
Technology and Content | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 8 | 7 | 20 | 19 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 7 | $ 6 | $ 20 | $ 17 |
Stock Based Awards and Other 44
Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of stock options issued | 396,000 | |
Total intrinsic value | $ 128 | $ 71 |
Total fair value of stock options vested | $ 30 | $ 27 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Closing stock price | $ 63.02 | |
Weighted-average grant date fair value of options granted | $ 33.24 | $ 47.03 |
Stock Options | 2011 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of stock options issued | 395,613 | |
Term of stock options, granted | 10 years | |
Stock options vest period | 4 years | |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
RSU's issued under incentive plan | 708,000 | |
Restricted Stock Units | 2011 Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options vest period | 4 years | |
RSU's issued under incentive plan | 707,608 |
Stock Based Awards and Other 45
Stock Based Awards and Other Equity Instruments - Summary of Stock Option (Details) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / sharesshares | ||
Options Outstanding | ||
Options Outstanding, Beginning balance | shares | 8,651 | |
Options Outstanding, Granted | shares | 396 | |
Options Outstanding, Exercised | shares | (2,759) | [1] |
Options Outstanding, Cancelled or expired | shares | (243) | |
Options Outstanding, Ending balance | shares | 6,045 | |
Options Outstanding, Exercisable | shares | 2,593 | |
Options Outstanding, Vested and expected to vest | shares | 5,931 | |
Weighted Average Exercise Price per share | ||
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 44.47 | |
Options Granted, Weighted Average Exercise Price | 85.70 | |
Options Exercised, Weighted Average Exercise Price | 33.78 | [1] |
Options Cancelled or expired, Weighted Average Exercise Price | 52.73 | |
Options Outstanding, Weighted Average Exercise Price, Ending balance | 51.72 | |
Options Exercisable, Weighted Average Exercise Price | 35.97 | |
Options Vested and expected to vest, Weighted Average Exercise Price | $ 51.34 | |
Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 9 months 18 days | |
Options Exercisable, Weighted Average Remaining Contractual Life | 4 years 10 months 24 days | |
Options Vested and expected to vest, Weighted Average Remaining Contractual Life | 5 years 9 months 18 days | |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 106 | |
Options Exercisable, Aggregate Intrinsic Value | $ | 74 | |
Options Vested and expected to vest, Aggregate Intrinsic Value | $ | $ 105 | |
[1] | Inclusive of 1,769,209 options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the minimum amount of required employee withholding taxes. Potential shares that had been convertible under stock options that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited consolidated statements of cash flows. |
Stock Based Awards and Other 46
Stock Based Awards and Other Equity Instruments - Summary of Stock Option (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options non converted into shares due to net share settlement | 1,769,209 |
Stock Based Awards and Other 47
Stock Based Awards and Other Equity Instruments - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Details) - 2011 Plan | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Risk free interest rate | 1.67% | 1.76% | 1.52% | 1.93% |
Expected term (in years) | 5 years 2 months 27 days | 5 years 9 months 7 days | 5 years 2 months 16 days | 6 years 3 months 7 days |
Expected volatility | 40.24% | 46.09% | 41.76% | 47.70% |
Stock Based Awards and Other 48
Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Details) - Restricted Stock Units $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / sharesshares | ||
RSUs outstanding | ||
Unvested RSUs outstanding, Beginning balance | shares | 1,448 | |
Unvested RSUs, Granted | shares | 708 | |
Unvested RSUs, Vested and released | shares | (368) | [1] |
Unvested RSUs, Cancelled | shares | (214) | |
Unvested RSUs outstanding, Ending balance | shares | 1,574 | |
Weighted Average Grant-Date Fair Value Per Share | ||
Unvested RSUs outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ 71.33 | |
Weighted Average Grant-Date Fair Value Per Share, Granted | 84 | |
Weighted Average Grant-Date Fair Value Per Share, Vested and released | 66.11 | [1] |
Weighted Average Grant-Date Fair Value Per Share, Cancelled | 72.58 | |
Unvested RSUs outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ 78.06 | |
Aggregate Intrinsic Value | ||
Unvested RSUs outstanding, Aggregate Intrinsic Value | $ | $ 99 | |
[1] | Inclusive of 112,639 RSUs withheld to satisfy employee minimum tax withholding requirements due to net share settlement. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the 2011 Plan and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited consolidated statements of cash flows. |
Stock Based Awards and Other 49
Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs withheld to satisfy minimum tax withholding requirements | 112,639 |
Stock Based Awards and Other 50
Stock Based Awards and Other Equity Instruments - Summary of Unrecognized Stock-Based Compensation Expense, Net of Estimated Forfeitures and Weighted Average Period Remaining (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense (net of forfeitures), Stock Options | $ 63 |
Period of recognition (in years) | 2 years 4 months 24 days |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Period of recognition (in years) | 2 years 9 months 18 days |
Unrecognized stock-based compensation expense (net of forfeitures), RSUs | $ 87 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash, Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 567 | $ 455 | $ 491 | $ 351 |
Short-Term Marketable Securities | 119 | 108 | ||
Long-Term Marketable Securities | 44 | 31 | ||
Cash | 506 | 447 | ||
Cash, cash equivalents and marketable securities, Amortized Cost | 730 | 594 | ||
Cash, cash equivalents and marketable securities, Fair Value | 730 | 594 | ||
Money Market Funds | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 60 | 8 | ||
Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Amortized Cost | 164 | 139 | ||
Fair Value | 164 | 139 | ||
Cash and cash equivalents | 1 | |||
Short-Term Marketable Securities | 119 | 108 | ||
Long-Term Marketable Securities | 44 | 31 | ||
Level 2 | U.S. Agency Securities | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Amortized Cost | 13 | 38 | ||
Fair Value | 13 | 38 | ||
Short-Term Marketable Securities | 11 | 35 | ||
Long-Term Marketable Securities | 2 | 3 | ||
Level 2 | US treasury securities | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Amortized Cost | 42 | |||
Fair Value | 42 | |||
Short-Term Marketable Securities | 42 | |||
Level 2 | Certificates of Deposit | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Amortized Cost | 10 | 8 | ||
Fair Value | 10 | 8 | ||
Short-Term Marketable Securities | 6 | 8 | ||
Long-Term Marketable Securities | 4 | |||
Level 2 | Commercial Paper | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Amortized Cost | 5 | 1 | ||
Fair Value | 5 | 1 | ||
Cash and cash equivalents | 1 | |||
Short-Term Marketable Securities | 4 | 1 | ||
Level 2 | Corporate Debt Securities | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Amortized Cost | 94 | 92 | ||
Fair Value | 94 | 92 | ||
Short-Term Marketable Securities | 56 | 64 | ||
Long-Term Marketable Securities | $ 38 | $ 28 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | ||
Financial instruments including money market funds maturities period | 90 days | |
Maximum maturities period of long-term marketable securities | 3 years | |
Minimum maturities period of long-term marketable securities | 1 year | |
Maximum maturities period of short-term marketable securities | 12 months | |
Minimum maturities period of short-term marketable securities | 90 days | |
Net gain related to forward contracts | $ 1 | $ 1 |
Derivative Instruments Not Designated as Hedging Instruments, Description of Terms | Our current forward contracts are not designated as hedges and have current maturities of less than 90 days |
Financial Instruments - Fair Va
Financial Instruments - Fair Value and Notional Principal Amounts of Outstanding or Unsettled Derivative Instruments (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts | |||
Derivatives Fair Value [Line Items] | |||
Foreign exchange-forward contracts | [1],[2] | $ 38,000,000 | $ 20,000,000 |
[1] | Derivative contracts address foreign exchange fluctuations for the Euro versus the U.S. Dollar. | ||
[2] | The fair value of our derivative instruments are not material as of September 30, 2015 and December 31, 2014. 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. |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 336 | $ 186 | |
Less: accumulated depreciation | (89) | (77) | |
Construction in progress | [1] | 86 | |
Total | 247 | 195 | |
Capitalized Software and Website Development | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 128 | 104 | |
Building | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | [1] | 123 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 33 | 40 | |
Computer Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 37 | 31 | |
Furniture, Office Equipment and Other | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 15 | $ 11 | |
[1] | These amounts represent construction costs incurred by the landlord and the Company, related to our corporate headquarters in Needham, MA. During the nine months ended September 30, 2015, we capitalized $6 million in non-cash construction costs which were incurred by the landlord, with a corresponding liability recorded in other long-term liabilities. Upon completion of construction at the end of the second quarter of 2015, this asset was reclassified to a building asset and we began depreciating it over an estimated useful life of 40 years on a straight-line basis. Refer to “Note 12 – Commitments and Contingencies,” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on this lease. |
Property and Equipment, Net -55
Property and Equipment, Net - Components of Property and Equipment (Parenthetical) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Other Long-Term Liabilities | |
Property Plant And Equipment [Line Items] | |
Capitalization of construction in-process related to build to suit lease obligation | $ 6 |
Building | |
Property Plant And Equipment [Line Items] | |
Property Plant And Equipment Useful Life | 40 years |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets, Net - Summary of Changes in Goodwill (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($) | ||
Goodwill [Line Items] | ||
Beginning balance | $ 734 | |
Acquisitions | 17 | [1] |
Disposition | (1) | [1] |
Other adjustments | (15) | [2] |
Ending balance | 735 | |
Hotel Segment | ||
Goodwill [Line Items] | ||
Beginning balance | 442 | |
Acquisitions | 1 | [1] |
Disposition | (1) | [1] |
Other adjustments | 0 | [2] |
Ending balance | 442 | |
Other Segment | ||
Goodwill [Line Items] | ||
Beginning balance | 292 | |
Acquisitions | 16 | [1] |
Other adjustments | (15) | [2] |
Ending balance | $ 293 | |
[1] | Refer to “Note 3 – Acquisitions and Dispositions,” above for additional information. | |
[2] | Other adjustments are primarily related to impact of changes in foreign exchange rates. |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets, Net - Summary of Intangible Assets Acquired in Business Combinations (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Intangible assets with definite lives | $ 199 | $ 202 |
Less: accumulated amortization | (43) | (18) |
Intangible assets with definite lives, net | 156 | 184 |
Intangible assets with indefinite lives | 30 | 30 |
Total | $ 186 | $ 214 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets, Net - Components of Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 6 years 1 month 6 days | |
Gross Carrying Amount | $ 199 | $ 202 |
Less: accumulated amortization | (43) | (18) |
Intangible assets with definite lives, net | $ 156 | 184 |
Trade Names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 8 years 9 months 18 days | |
Gross Carrying Amount | $ 53 | 52 |
Less: accumulated amortization | (8) | (5) |
Intangible assets with definite lives, net | $ 45 | 47 |
Customer Lists and Supplier Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 5 years 6 months | |
Gross Carrying Amount | $ 82 | 77 |
Less: accumulated amortization | (15) | (5) |
Intangible assets with definite lives, net | $ 67 | 72 |
Subscriber Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 5 years | |
Gross Carrying Amount | $ 30 | 31 |
Less: accumulated amortization | (8) | (4) |
Intangible assets with definite lives, net | $ 22 | 27 |
Technology and Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life (in years) | 3 years 4 months 24 days | |
Gross Carrying Amount | $ 34 | 42 |
Less: accumulated amortization | (12) | (4) |
Intangible assets with definite lives, net | $ 22 | $ 38 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets, Net - Summary of Estimated Future Amortization Expense Related to Intangible Assets with Definite Lives (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2015 (remaining three months) | $ 10 | |
2,016 | 29 | |
2,017 | 28 | |
2,018 | 25 | |
2,019 | 22 | |
2020 and thereafter | 42 | |
Intangible assets with definite lives, net | $ 156 | $ 184 |
Debt - Summary of Total Outstan
Debt - Summary of Total Outstanding Borrowings (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Short-Term Debt: | ||
Short-Term Debt | $ 1 | $ 78 |
Long-Term Debt: | ||
Long-Term Debt | 287 | 259 |
Less: Unamortized discount and debt issuance costs | (3) | (1) |
Chinese Credit Facilities | ||
Short-Term Debt: | ||
Chinese Credit Facilities | 1 | 38 |
Term Loan | ||
Short-Term Debt: | ||
Short-Term Debt | 40 | |
Long-Term Debt: | ||
Long-Term Debt | $ 260 | |
2015 Credit Facility | ||
Long-Term Debt: | ||
2015 Credit Facility | $ 290 |
Debt - Two Thousand Eleven Cred
Debt - Two Thousand Eleven Credit Facility - Additional Information (Details) - USD ($) | Jun. 26, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Debt Instrument [Line Items] | |||||
Total interest and commitments fees | $ 3,000,000 | $ 2,000,000 | $ 7,000,000 | $ 6,000,000 | |
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Term Loan Facility, principal amount | 400,000,000 | $ 400,000,000 | |||
Period of Term Loan Facility | 5 years | ||||
Borrowings, maturity date | Dec. 31, 2016 | ||||
Principal amount repaid | $ 290,000,000 | ||||
Gains (losses) on extinguishment of debt | $ 0 | ||||
2011 Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing limits | 600,000,000 | 600,000,000 | |||
Total interest and commitments fees | $ 1,000,000 | 3,000,000 | $ 5,000,000 | ||
2011 Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity under Credit Facility | $ 200,000,000 | $ 200,000,000 | |||
Credit facility, expiration period | 5 years | ||||
Credit facility, maturity date | Dec. 31, 2016 |
Debt - Two Thousand Fifteen Cre
Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 26, 2015 | |
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 287,000,000 | ||||
Total interest and commitments fees | $ 3,000,000 | $ 2,000,000 | 7,000,000 | $ 6,000,000 | |
2015 Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Total interest and commitments fees | 1,000,000 | $ 1,000,000 | |||
2015 Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity under Credit Facility | $ 1,000,000,000 | ||||
Interest rate description | Any overdue amounts under or in respect of the revolving credit facility not paid when due shall bear interest at (i) in the case of principal, the applicable interest rate plus 2.00% per annum, (ii) in the case of interest denominated in Sterling or Euro, the applicable rate plus 2.00% per annum and (ii) in the case of interest denominated in US Dollars, 2.00% per annum plus the Alternate Base Rate plus the interest rate spread applicable to ABR loans | ||||
Basis spread on variable rate | 2.00% | ||||
Credit facility, maturity date | Jun. 26, 2020 | ||||
Credit facility, expiration period | 5 years | ||||
Amount borrowed | $ 290,000,000 | ||||
Lender fees and debt financing costs | $ 3,000,000 | $ 3,000,000 | |||
2015 Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.25% | ||||
Borrowings, interest rate description | borrowings bear interest at LIBOR plus 125 basis points | ||||
Borrowings, interest rate basis | 1.50% | 1.50% | |||
2015 Credit Facility | Revolving Credit Facility | Euro | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
2015 Credit Facility | Revolving Credit Facility | US Dollars | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
2015 Credit Facility | Term Loan And Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line Of Credit Facility Unused Capacity Commitment Fee Percentage | 20.00% | ||||
2015 Credit Facility | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity under Credit Facility | $ 15,000,000 | $ 15,000,000 | |||
Letters of credit outstanding amount | 2,000,000 | 2,000,000 | |||
2015 Credit Facility | Borrowings On Same Day Notice | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity under Credit Facility | $ 40,000,000 | $ 40,000,000 |
Debt - Chinese Credit Facilitie
Debt - Chinese Credit Facilities - Additional Information (Details) - Chinese Credit Facilities $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015CNY (¥) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 1 | $ 38 | |||
Repayments of outstanding borrowings | 41 | $ 3 | |||
Chinese Credit Facility Boa | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | 1 | ||||
Borrowing capacity under Credit Facility | $ 30 | ¥ 189,000,000 | |||
Period of credit facility | 1 year | ||||
Line of credit rate basis | 100.00% | ||||
Line of credit, interest rate basis | 4.60% | 4.60% | |||
Interest rate description | Chinese Credit Facility—BOA currently bears interest at a rate based on 100% of the People’s Bank of China’s base rate, which was 4.60% as of September 30, 2015 | ||||
Repayments of outstanding borrowings | $ 22 | ||||
Chinese Credit Facility Jpm | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 0 | ||||
Borrowing capacity under Credit Facility | $ 20 | ¥ 125,000,000 | |||
Period of credit facility | 1 year | ||||
Line of credit rate basis | 100.00% | ||||
Line of credit, interest rate basis | 4.60% | 4.60% | |||
Interest rate description | Chinese Credit Facility—JPM currently also bears interest at a rate based on 100% of the People’s Bank of China’s base rate, which was 4.60% as of September 30, 2015 | ||||
Repayments of outstanding borrowings | $ 19 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 24.50% | 28.00% | 26.40% | 28.80% |
Accrued interest | $ 4,000,000 | $ 4,000,000 | ||
Accrued penalties | $ 0 | $ 0 |
Accrued Expenses and Other Cu65
Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued salary, bonus, and related benefits | $ 47 | $ 41 |
Accrued marketing costs | 36 | 24 |
Accrued charitable foundation payments | 6 | 9 |
Other | 40 | 40 |
Total | $ 129 | $ 114 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Other Liabilities Noncurrent [Abstract] | |||
Unrecognized tax benefits | [1] | $ 85 | $ 68 |
Financing obligation, net of current portion | [2] | 83 | 67 |
Other | [3] | 19 | 19 |
Total other long term liabilities | $ 187 | $ 154 | |
[1] | Amount includes accrued interest related to this liability. | ||
[2] | Refer to “Note 12 – Commitments and Contingencies,” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information on our corporate headquarters lease. | ||
[3] | Amounts primarily consist of long term deferred rent balances related to operating leases for office space. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 9 Months Ended |
Jun. 30, 2013ft²$ / ft² | Sep. 30, 2015USD ($) | |
Commitment And Contingencies [Line Items] | ||
Leased area | ft² | 280,000 | |
Criteria percentage of damages claims | 10.00% | |
New Corporate Headquarters | ||
Commitment And Contingencies [Line Items] | ||
Lease expiration date | Dec. 1, 2030 | |
Initial term of Lease | 15 years 7 months | |
Initial base rent | $ / ft² | 33 | |
Increase in base rent | $ / ft² | 34.50 | |
Extended Lease Term | 5 years | |
Aggregate future minimum lease payments, total | $ 143 | |
Aggregate future minimum lease payments in 2015 | 1 | |
Aggregate future minimum lease payments in 2016 | 9 | |
Aggregate future minimum lease payments in 2017 | 9 | |
Aggregate future minimum lease payments in 2018 | 9 | |
Aggregate future minimum lease payments in 2019 | 9 | |
Aggregate future minimum lease payments in 2020 and thereafter | 106 | |
Security Deposits | $ 1 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segment | 2 |
Other Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 3 |
Segment Information - Summary o
Segment Information - Summary of Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 415 | $ 354 | $ 1,183 | $ 958 | ||||
Adjusted EBITDA | 130 | [1] | 119 | [2] | 379 | [1] | 370 | [2] |
Depreciation | (13) | (12) | (42) | (33) | ||||
Amortization of intangible assets | (10) | (6) | (26) | (11) | ||||
Stock-based compensation | (19) | (17) | (52) | (46) | ||||
Other non-recurring expenses | (2) | |||||||
Operating income | 88 | 84 | 257 | 280 | ||||
Other income (expense), net | 10 | (9) | 8 | (13) | ||||
Income before income taxes | 98 | 75 | 265 | 267 | ||||
Provision for income taxes | (24) | (21) | (70) | (77) | ||||
Net income | 74 | 54 | 195 | 190 | ||||
Operating Segments | Hotel | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 340 | 315 | 1,003 | 884 | ||||
Adjusted EBITDA | 121 | [1] | 118 | [2] | 377 | [1] | 372 | [2] |
Operating income | 121 | 118 | 377 | 372 | ||||
Operating Segments | Other Segment | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 75 | 39 | 180 | 74 | ||||
Adjusted EBITDA | 9 | [1] | 1 | [2] | 2 | [1] | (2) | [2] |
Operating income | 9 | 1 | 2 | (2) | ||||
Corporate and Unallocated | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Depreciation | (13) | (12) | (42) | (33) | ||||
Amortization of intangible assets | (10) | (6) | (26) | (11) | ||||
Stock-based compensation | (19) | (17) | (52) | (46) | ||||
Other non-recurring expenses | (2) | |||||||
Operating income | $ (42) | $ (35) | $ (122) | $ (90) | ||||
[1] | Includes allocated general and administrative expenses in our Hotel segment of $23 million and $69 million; and in our Other segment of $8 million and $23 million for the three and nine months ended September 30, 2015, respectively. | |||||||
[2] | Includes allocated general and administrative expenses in our Hotel segment of $24 million and $65 million; and in our Other segment of $6 million and $12 million for the three and nine months ended September 30, 2014, respectively. |
Segment Information - Summary70
Segment Information - Summary of Segment Information (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting Information [Line Items] | |||||
General and administrative expenses | [1] | $ 37 | $ 36 | $ 114 | $ 94 |
Operating Segments | Hotel Segment | |||||
Segment Reporting Information [Line Items] | |||||
General and administrative expenses | 23 | 24 | 69 | 65 | |
Operating Segments | Other Segment | |||||
Segment Reporting Information [Line Items] | |||||
General and administrative expenses | $ 8 | $ 6 | $ 23 | $ 12 | |
[1] | Includes stock-based compensation expense as follows: |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding In Calculating EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income | $ 74 | $ 54 | $ 195 | $ 190 |
Denominator: | ||||
Weighted average shares used to compute Basic EPS | 144,133 | 142,842 | 143,662 | 142,648 |
Weighted average effect of dilutive securities: | ||||
Stock options | 1,442 | 2,851 | 1,959 | 2,837 |
RSUs | 253 | 378 | 265 | 354 |
Weighted average shares used to compute Diluted EPS | 145,828 | 146,071 | 145,886 | 145,839 |
Basic EPS | $ 0.51 | $ 0.38 | $ 1.35 | $ 1.33 |
Diluted EPS | $ 0.51 | $ 0.37 | $ 1.34 | $ 1.30 |
Earnings Per Share - Common Sha
Earnings Per Share - Common Shares Related to Stock Options and RSUs Excluded from Calculated Diluted EPS (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | [1] | Sep. 30, 2014 | [2] | Sep. 30, 2015 | [1] | Sep. 30, 2014 | [2] | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,413 | 605 | 2,748 | 1,492 | ||||
Stock Options | ||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,110 | 599 | 2,119 | 1,325 | ||||
Restricted Stock Units | ||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 303 | 6 | 629 | 167 | ||||
[1] | These totals do not include 66,666 performance based options and 12,799 performance based RSUs representing the right to acquire 79,465 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. | |||||||
[2] | These totals do not include 66,666 performance based options and 44,000 performance based RSUs representing the right to acquire 110,666 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. |
Earnings Per Share - Common S73
Earnings Per Share - Common Shares Related to Stock Options and RSUs Excluded from Calculated Diluted EPS (Parenthetical) (Details) - shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | [1] | Sep. 30, 2014 | [2] | Sep. 30, 2015 | Sep. 30, 2014 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,413,000 | 605,000 | 2,748,000 | [1] | 1,492,000 | [2] | ||
Stock Options | ||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,110,000 | 599,000 | 2,119,000 | [1] | 1,325,000 | [2] | ||
Restricted Stock Units | ||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 303,000 | 6,000 | 629,000 | [1] | 167,000 | [2] | ||
Performance Shares | ||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 79,465 | 110,666 | ||||||
Performance Shares | Stock Options | ||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 66,666 | 66,666 | ||||||
Performance Shares | Restricted Stock Units | ||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 12,799 | 44,000 | ||||||
[1] | These totals do not include 66,666 performance based options and 12,799 performance based RSUs representing the right to acquire 79,465 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. | |||||||
[2] | These totals do not include 66,666 performance based options and 44,000 performance based RSUs representing the right to acquire 110,666 shares of common stock for which all targets required to trigger vesting have not been achieved; therefore, such awards were excluded from the calculation of weighted average shares used to compute Diluted EPS for those reporting periods. |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - LTRIP - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Beneficially ownership of shares of common stock | 18,159,752 | |||
Percentage taken from outstanding shares of common stock | 13.80% | |||
Percentage of beneficially ownership of shares of common stock class B | 21.50% | |||
Right to voting | one vote per share | |||
Beneficially ownership of equity securities | 56.40% | |||
Related party transactions | $ 0 | $ 0 | $ 0 | $ 0 |
Class B Common Stock | ||||
Related Party Transaction [Line Items] | ||||
Beneficially ownership of shares of common stock | 12,799,999 | |||
Percentage taken from outstanding shares of common stock | 100.00% | |||
Right to voting | Ten votes per share |
Interest Income and Other, Ne75
Interest Income and Other, Net - Summary of Interest Income and Other, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Interest And Other Income [Abstract] | |||||
Net loss, realized and unrealized, on foreign exchange and foreign currency derivative contracts and other, net | $ (4) | $ (7) | $ (3) | $ (8) | |
Interest income | 1 | 1 | |||
Gain on sale of business | [1] | 17 | 17 | ||
Total | $ 13 | $ (7) | $ 15 | $ (7) | |
[1] | Refer to “Note 3 – Acquisitions and Dispositions” in the notes to our unaudited consolidated financial statements in this Quarterly Report on Form 10-Q for additional information. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Nov. 04, 2015 | Sep. 30, 2015 |
Senior Vice President and Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Employment agreement date | Oct. 6, 2015 | |
Employment agreement effective date | Nov. 9, 2015 | |
Employment agreement expiration date | Mar. 31, 2018 | |
Ms. Bradley | ||
Subsequent Event [Line Items] | ||
Equity acceleration period | Jul. 31, 2016 | |
Ms. Bradley | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Base salary compensation | $ 187,000 |