Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Entity Registrant Name | Liberty TripAdvisor Holdings, Inc. | |
Entity Central Index Key | 1606745 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Series A | ||
Entity Common Stock, Shares Outstanding | 71,863,870 | |
Series B | ||
Entity Common Stock, Shares Outstanding | 2,929,777 |
Condensed_Combined_Balance_She
Condensed Combined Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $555 | $509 |
Trade and other receivables, net | 230 | 153 |
Inventory, net | 11 | 12 |
Marketable securities | 118 | 108 |
Deferred income tax assets | 12 | 11 |
Other current assets | 33 | 29 |
Total current assets | 959 | 822 |
Investments in available-for-sale securities | 19 | 31 |
Property and equipment, at cost | 221 | 187 |
Accumulated depreciation | -45 | -39 |
Property and equipment, net | 176 | 148 |
Intangible Assets [Abstract] | ||
Goodwill | 3,678 | 3,691 |
Trademarks | 1,808 | 1,819 |
Intangible assets not subject to amortization | 5,486 | 5,510 |
Intangible assets subject to amortization, net | 758 | 831 |
Other assets, at cost, net of accumulated amortization | 39 | 39 |
Total assets | 7,437 | 7,381 |
Current liabililities: | ||
Accounts payable | 179 | 118 |
Accrued liabilities | 120 | 121 |
Current portion of debt | 80 | 78 |
Deferred revenue | 78 | 57 |
Other current liabilities | 2 | 21 |
Total current liabilities | 459 | 395 |
Total long-term debt | 659 | 664 |
Deferred income tax liabilities | 806 | 821 |
Other liabilities | 174 | 154 |
Total liabilities | 2,098 | 2,034 |
Equity: | ||
Additional paid-in capital | 290 | 296 |
Accumulated other comprehensive earnings, net of taxes | -23 | -12 |
Retained earnings | 605 | 612 |
Total stockholders' equity | 873 | 897 |
Noncontrolling interests in equity of combined companies | 4,466 | 4,450 |
Total equity | 5,339 | 5,347 |
Commitments and contingencies | ||
Total liabilities and equity | 7,437 | 7,381 |
Series A | ||
Equity: | ||
Common stock value | 1 | 1 |
Series B | ||
Equity: | ||
Common stock value | ||
Series C | ||
Equity: | ||
Common stock value |
Condensed_Combined_Balance_She1
Condensed Combined Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, except Share data, unless otherwise specified | ||
Trade and other receivables, net of allowance for doubtful accounts | $7 | $7 |
Preferred Stock | ||
Equity: | ||
Preferred Stock, Par value | $0.01 | $0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Series A | ||
Equity: | ||
Common stock, par value per share | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 71,832,647 | 71,555,730 |
Common stock, shares outstanding | 71,832,647 | 71,555,730 |
Series B | ||
Equity: | ||
Common stock, par value per share | $0.01 | $0.01 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common stock shares issued | 2,929,777 | 2,929,777 |
Common stock, shares outstanding | 2,929,777 | 2,929,777 |
Series C | ||
Equity: | ||
Common stock, par value per share | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Condensed_Combined_Statements_
Condensed Combined Statements of Operations (USD $) | 3 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Service and other revenue | $363 | $281 |
Net retail sales | 11 | 13 |
Total net sales | 374 | 294 |
Operating costs and expenses: | ||
Cost of retail sales | 10 | 10 |
Operating expense, including stock-based compensation | 66 | 51 |
Selling, general and administrative, including stock-based compensation | 196 | 134 |
Depreciation and amortization | 64 | 70 |
Total operating costs and expenses | 336 | 265 |
Operating income (loss) | 38 | 29 |
Other income (expense):Other income (expense): | ||
Interest expense | -8 | -2 |
Other, net | -2 | |
Total net income (loss), including portion attributable to noncontrolling interest | -10 | -2 |
Earnings (loss) before income taxes | 28 | 27 |
Income tax (expense) benefit | -11 | -4 |
Net earnings (loss) | 17 | 23 |
Less earnings (loss) attributable to noncontrolling interests | 24 | 18 |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | ($7) | $5 |
Earnings Per Share, Basic | ($0.09) | $0.07 |
Earnings Per Share, Diluted | ($0.09) | $0.07 |
Condensed_Combined_Statements_1
Condensed Combined Statements of Comprehensive Earnings (Loss) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net earnings (loss) | $17 | $23 |
Other comprehensive earnings (loss), net of taxes: | ||
Foreign currency translation adjustments | -50 | 6 |
Other comprehensive earnings (loss) | -50 | 6 |
Comprehensive earnings (loss) | -33 | 29 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | -15 | 23 |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | ($18) | $6 |
Condensed_Combined_Statements_2
Condensed Combined Statements of Cash Flows (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Net earnings (loss) | $17 | $23 |
Adjustments to reconcile net earnings to net cash provided by operating activities | ||
Depreciation and amortization | 64 | 70 |
Stock-based compensation | 19 | 17 |
Excess tax benefit from stock-based compensation | -7 | -11 |
Deferred income tax expense (benefit) | -9 | -19 |
Other noncash charges (credits), net | 8 | -1 |
Changes in operating assets and liabilities | ||
Current and other assets | -76 | -31 |
Payables and other liabilities | 79 | 56 |
Net cash provided (used) by operating activities | 95 | 104 |
Cash flows from investing activities: | ||
Capital expended for property and equipment | -32 | -20 |
Payments to Acquire Businesses, Net of Cash Acquired | -5 | |
Purchases of short term investments and other marketable securities | -32 | -203 |
Sales and maturities of short term investments and other marketable securities | 34 | 96 |
Other investing activities, net | -2 | |
Net cash provided (used) by investing activities | -35 | -129 |
Cash flows from financing activities: | ||
Borrowings of debt | 2 | 11 |
Repayments of debt | -10 | -13 |
Payment of minimum withholding taxes on net share settlements of equity awards | -13 | -18 |
Excess tax benefit from stock-based compensation | 7 | 11 |
Shares issued by subsidiary | 8 | |
Option exercises | 4 | |
Other financing activities, net | 2 | |
Net cash provided (used) by financing activities | -2 | -7 |
Effect of foreign currency exchange rates on cash | -12 | |
Net increase (decrease) in cash and cash equivalents | 46 | -32 |
Cash and cash equivalents at beginning of period | 509 | |
Cash and cash equivalents at end of period | $555 | $322 |
Condensed_Combined_Statement_o
Condensed Combined Statement of Equity (USD $) | Series A | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
In Millions | Common Stock [Member] | |||||
Balance at beginning of the period at Dec. 31, 2014 | $1 | $296 | ($12) | $612 | $4,450 | $5,347 |
Net earnings (loss) | -7 | 24 | 17 | |||
Other comprehensive earnings (loss) | -11 | -39 | -50 | |||
Stock compensation | 5 | 15 | 20 | |||
Stock Issued During Period, Value, Stock Options Exercised | 4 | 4 | ||||
Minimum withholding taxes on net share settlements of stock based compensation | -13 | -13 | ||||
Excess tax benefits on stockbbased compensation | 2 | 5 | 7 | |||
Shares issued by subsidiary | -3 | 11 | 8 | |||
Other | -1 | -1 | ||||
Balance at end of the period at Mar. 31, 2015 | $1 | $290 | ($23) | $605 | $4,466 | $5,339 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation |
During October 2013, the Board of Directors of Liberty Interactive Corporation and its subsidiaries (“Liberty”) authorized a plan to distribute to the stockholders of Liberty’s Liberty Ventures common stock shares of a wholly‑owned subsidiary, Liberty TripAdvisor Holdings, Inc. (“TripCo” or the “Company”) (the “Trip Spin‑Off”). TripCo holds the subsidiaries TripAdvisor, Inc. (“TripAdvisor”) and BuySeasons, Inc. (“BuySeasons”). Both TripAdvisor and BuySeasons have more revenue in the third quarter, based on a higher travel research period and the Halloween period, respectively, as compared to the other quarters of the year. The Trip Spin-Off was completed on August 27, 2014 and effected as a pro‑rata dividend of shares of TripCo to the stockholders of Series A and Series B Liberty Ventures common stock of Liberty. The Trip Spin-Off was intended to be tax-free and was accounted for at historical cost due to the pro rata nature of the distribution to stockholders of Liberty Ventures common stock. These financial statements have been prepared based on a combination of the historical financial information of TripAdvisor and BuySeasons for the periods prior to the Trip Spin-Off but are referred to as consolidated in this Form 10-Q. | |
The accompanying (a) condensed consolidated balance sheet as of December 31, 2014, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10‑Q and Article 10 of Regulation S‑X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2014 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) recognition and recoverability of goodwill, intangible assets and long-lived assets, (ii) websites and internal use software development costs, (iii) revenue recognition, (iv) accounting for income taxes and (v) stock‑based compensation to be its most significant estimates. | |
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 retrospective or cumulative effect transition method. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 but a proposal has been issued to extend the effective date to those fiscal years beginning after December 31, 2017. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have its financial statements and related disclosures. | |
Spin‑Off of TripCo from Liberty Interactive Corporation | |
Following the Trip Spin‑Off, Liberty and TripCo operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. In connection with the Trip Spin‑Off, TripCo entered into certain agreements, including the reorganization agreement, the services agreement, the facilities sharing agreement and the tax sharing agreement, with Liberty and/or Liberty Media Corporation (“Liberty Media”) (or certain of their subsidiaries) in order to govern certain of the ongoing relationships between the companies after the Trip Spin‑Off and to provide for an orderly transition. | |
The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Trip Spin‑Off, certain conditions to the Trip Spin‑Off and provisions governing the relationship between TripCo and Liberty with respect to and resulting from the Trip Spin‑Off. | |
Pursuant to the services agreement, Liberty Media provides TripCo with general and administrative services including legal, tax, accounting, treasury and investor relations support. TripCo reimburses Liberty Media for direct, out‑of‑pocket expenses incurred by Liberty Media in providing these services and TripCo pays a services fee to Liberty Media under the services agreement that is subject to adjustment semi‑annually, as necessary. | |
Under the facilities sharing agreement, TripCo shares office space with Liberty, Liberty Media and Liberty Broadband Corporation and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado. | |
The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty and TripCo and other agreements related to tax matters. Pursuant to the tax sharing agreement, TripCo has agreed to indemnify Liberty, subject to certain limited exceptions, for losses and taxes resulting from the Trip Spin-Off to the extent such losses or taxes result primarily from, individually or in the aggregate, the breach of certain restrictive covenants made by TripCo (applicable to actions or failures to act by TripCo and its subsidiaries following the completion of the Trip Spin-Off). | |
In October 2014, the Internal Revenue Service (“IRS”) completed its examination of the Trip Spin-Off and notified Liberty that it agreed with the nontaxable characterization of the transaction. Liberty expects to execute a closing agreement with the IRS documenting this conclusion in 2015. | |
Stock_Based_Compensation
Stock Based Compensation | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Stock Based Compensation | ||||||||||||
Stock Based Compensation | (2) Stock-Based Compensation | |||||||||||
TripCo Incentive Plans | ||||||||||||
TripCo has granted to certain of its directors and employees options to purchase shares of TripCo common stock (“Awards”). TripCo measures the cost of employee services received in exchange for an equity classified Award based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). | ||||||||||||
TripCo has calculated the grant-date fair value for all of its equity classified Awards using the Black-Scholes Model. TripCo estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of TripCo’s stock and the implied volatility of publicly traded TripCo options. TripCo uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. | ||||||||||||
Included in the accompanying condensed consolidated statements of operations are the following amounts of stock‑based compensation, the majority of which relates to TripAdvisor as discussed below: | ||||||||||||
Three months ended | ||||||||||||
March 31, | ||||||||||||
2015 | 2014 | |||||||||||
amounts in millions | ||||||||||||
Operating expense | $ | 7 | 7 | |||||||||
Selling, general and administrative expense | 12 | 10 | ||||||||||
$ | 19 | 17 | ||||||||||
TripCo - Outstanding Awards | ||||||||||||
The following table presents the number and weighted average exercise price (“WAEP”) of the Awards to purchase TripCo common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards. | ||||||||||||
Weighted | ||||||||||||
average | ||||||||||||
remaining | Aggregate | |||||||||||
contractual | intrinsic | |||||||||||
Series A | WAEP | life | value | |||||||||
(in thousands) | (in years) | (in millions) | ||||||||||
Outstanding at January 1, 2015 | 1,090 | $ | 13.94 | |||||||||
Granted | — | $ | — | |||||||||
Exercised | -329 | $ | 13.99 | |||||||||
Forfeited/Cancelled | -1 | $ | 22.24 | |||||||||
Outstanding at March 31, 2015 | 760 | $ | 13.91 | 4.1 | $ | 14 | ||||||
Exercisable at March 31, 2015 | 391 | $ | 12.91 | 3.5 | $ | 7 | ||||||
There was no activity during the period related to the TripCo Series B options. | ||||||||||||
As of March 31, 2015, the total unrecognized compensation cost related to unvested Awards was approximately $24 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 3.1 years. | ||||||||||||
As of March 31, 2015, TripCo reserved 2.6 million shares of Series A and Series B common stock for issuance under exercise privileges of outstanding stock Awards. | ||||||||||||
TripAdvisor Equity Grant Awards | ||||||||||||
The following table presents the number and weighted average exercise price (“WAEP”) of the Awards to purchase TripAdvisor common stock granted to certain officers, employees and directors of TripAdvisor. | ||||||||||||
Weighted | ||||||||||||
average | ||||||||||||
TripAdvisor | remaining | Aggregate | ||||||||||
stock | contractual | intrinsic | ||||||||||
options | WAEP | life | value | |||||||||
(in thousands) | (in years) | (in millions) | ||||||||||
Outstanding at January 1, 2015 | 8,651 | $ | 44.47 | |||||||||
Granted | 368 | $ | 86.07 | |||||||||
Exercised | -585 | $ | 34.30 | |||||||||
Cancelled or expired | -91 | $ | 51.97 | |||||||||
Outstanding at March 31, 2015 | 8,343 | $ | 46.94 | 4.9 | $ | 312 | ||||||
Exercisable at March 31, 2015 | 4,630 | $ | 34.42 | 3.1 | $ | 227 | ||||||
The weighted average grant date fair value of options granted was $33.79 for the three months ended March 31, 2015. | ||||||||||||
As of March 31, 2015, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $89 million and will be recognized over a weighted average period of approximately 2.6 years. The total intrinsic value of stock options exercised for the three months ended March 31, 2015 and 2014 was $31 million and $36 million, respectively. | ||||||||||||
Additionally, during the three months ended March 31, 2015, TripAdvisor granted 515 thousand service based RSUs under its 2011 Incentive Plan for which the fair value was measured based on the quoted price of TripAdvisor common stock at the date of grant. The weighted average grant date fair value for RSU’s granted during the three months ended March 31, 2015 was $87.52 per share. As of March 31, 2015, the total unrecognized compensation cost related to TripAdvisor RSUs was approximately $99 million and will be recognized over a weighted average period of approximately 3.2 years. | ||||||||||||
Earnings_Loss_per_Common_Share
Earnings (Loss) per Common Share | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Pro Forma Earnings per Share (EPS) | ||||||
Earnings (loss) per common share | (3) Earnings (Loss) Per Common Share (EPS) | |||||
Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. | ||||||
The Company issued 73,685,924 common shares, which is the aggregate number of shares of Series A and Series B common stock outstanding upon the completion of the Trip Spin-Off on August 27, 2014. The same number of shares is being used for both basic and diluted earnings per share for all periods prior to the date of the Trip Spin-Off as no Company equity awards were outstanding prior to the Trip Spin-Off. | ||||||
Three months | Three months | |||||
ended | ended | |||||
March 31, 2015 | March 31, 2014 | |||||
number of shares in millions | ||||||
Basic EPS | 75 | 74 | ||||
Potentially dilutive shares | — | — | ||||
Diluted EPS | 75 | 74 | ||||
Assets_and_Liabilities_Measure
Assets and Liabilities Measured at Fair Value | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Assets and Liabilities Measured at Fair Value | |||||||||||||||
Assets and Liabilities Measured at Fair Value | (4) Assets and Liabilities Measured at Fair Value | ||||||||||||||
For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any recurring assets or liabilities measured at fair value that would be considered Level 3. | |||||||||||||||
The Company’s assets and liabilities measured at fair value are as follows: | |||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||
Quoted prices | Significant | Quoted prices | Significant | ||||||||||||
in active | other | in active | other | ||||||||||||
markets for | observable | markets for | observable | ||||||||||||
identical assets | inputs | identical assets | inputs | ||||||||||||
Description | Total | (Level 1) | (Level 2) | Total | (Level 1) | (Level 2) | |||||||||
amounts in millions | |||||||||||||||
Cash equivalents | $ | 70 | 70 | — | 58 | 58 | — | ||||||||
Short-term marketable securities | $ | 118 | — | 118 | 108 | — | 108 | ||||||||
Available-for-sale securities | $ | 19 | — | 19 | 31 | — | 31 | ||||||||
The fair value of Level 2 marketable securities and available‑for‑sale securities were obtained from pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. | |||||||||||||||
Other Financial Instruments | |||||||||||||||
Other financial instruments not measured at fair value on a recurring basis include trade receivables, trade payables, accrued and other current liabilities. The carrying amount approximates fair value due to the short maturity of these instruments as reported on our condensed consolidated balance sheets. | |||||||||||||||
Debt
Debt | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Debt | |||||||
Debt | (5) Debt | ||||||
Outstanding debt at March 31, 2015 and December 31, 2014 is summarized as follows: | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
amounts in millions | |||||||
TripAdvisor term loan and revolving credit facility | $ | 290 | 300 | ||||
TripCo margin loans | 409 | 404 | |||||
TripAdvisor Chinese credit facilities | 40 | 38 | |||||
Total consolidated TripCo debt | $ | 739 | 742 | ||||
Less debt classified as current | -80 | -78 | |||||
Total long-term debt | $ | 659 | 664 | ||||
TripAdvisor Term Loan Facility Due 2016 and Revolving Credit Facility | |||||||
In 2011, TripAdvisor entered into a Credit Agreement, which provides $600 million of borrowing including: | |||||||
· | a Term Loan Facility, or Term Loan, in an aggregate principal amount of $400 million with a term of five years due December 2016; 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. | ||||||
As of March 31, 2015, the Term Loan and loans under the Revolving Credit Facility bear interest at LIBOR plus 150 basis points, or the Eurocurrency Spread, or the alternate base rate (“ABR”) plus 50 basis points, and undrawn amounts are currently subject to a commitment fee of 22.5 basis points. | |||||||
As of March 31, 2015, TripAdvisor used a one-month interest period Eurocurrency Spread which is approximately 1.7% per annum. Interest is payable on a monthly basis while TripAdvisor is borrowing under the one‑month interest rate period. The current interest rates are based on current assumptions, leverage and LIBOR rates and do not take into account that rates will reset periodically. | |||||||
The Term Loan principal is currently repayable in quarterly installments on the last day of each calendar quarter equal to 2.5% of the original principal amount, with the balance due on the final maturity date. Principal payments aggregating $10 million were made during the three months ended March 31, 2015. | |||||||
The Revolving Credit Facility includes $40 million of borrowing capacity available for letters of credit and $40 million for borrowings on same‑day notice. As of March 31, 2015 there were no outstanding borrowings under the Revolving Credit Facility. | |||||||
TripAdvisor Chinese Credit Facilities | |||||||
In addition to borrowings under the Credit Agreement, TripAdvisor maintains Chinese Credit Facilities. As of March 31, 2015 and December 31, 2014, there were approximately $40 million and $38 million of short term borrowings outstanding, respectively. | |||||||
Certain of TripAdvisor’s Chinese subsidiaries 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. As of March 31, 2015, approximately $21 million of borrowings were outstanding under this credit facility. The Chinese Credit Facility—BOA bears interest based at 100% of the People’s Bank of China’s base rate, which was 5.35% as of March 31, 2015. | |||||||
In addition, certain of TripAdvisor’s Chinese subsidiaries 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”). As of March 31, 2015, approximately $19 million of borrowings are outstanding under this credit facility. The Chinese Credit Facility—JPM bears interest based at 100% of the People’s Bank of China’s base rate, which was 5.35% as of March 31, 2015. | |||||||
TripCo Margin Loans | |||||||
On August 21, 2014, a wholly owned subsidiary of TripCo entered into two margin loan agreements which aggregated total borrowings of $400 million. Prior to the Trip Spin-Off, approximately $348 million of such amount was distributed to Liberty. Common Stock and Class B Common Stock of TripAdvisor were pledged as collateral pursuant to these agreements. Each agreement contains language that indicates that the Company, as borrower and transferor of underlying shares as collateral, has the right to exercise all voting, consensual and other powers of ownership pertaining to the transferred shares for all purposes, provided that Liberty agrees that it will not vote the shares in any manner that would reasonably be expected to give rise to transfer or certain other restrictions. Similarly, the loan agreements indicate that no lender party shall have any voting rights with respect to the shares transferred, except to the extent that a lender party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreements. The agreements also contain certain restrictions related to additional indebtedness. Interest on the margin loans will accrue at a rate of 3.65% plus LIBOR for six months and 3.25% thereafter to be paid in kind or cash at the election of TripCo. The Company expects that interest on the loan will be paid in kind and added to the principal amount on the loan. For the three months ended March 31, 2015, the non-cash addition to the principal balance was $5 million. The term of the loan is three years and the maturity date is August 22, 2017. | |||||||
As of March 31, 2015, the values of TripAdvisor’s shares pledged as collateral pursuant to the margin loan agreements, determined based on the trading price of the Common Stock and on an as-if converted basis for the Class B Common Stock, are as follows: | |||||||
Number of Shares | |||||||
Pledged as | |||||||
Collateral as of | Share value as of | ||||||
Pledged Collateral | March 31, 2015 | March 31, 2015 | |||||
amounts in millions | |||||||
Common Stock | 18.2 | $ | 1,514 | ||||
Class B Common Stock | 12.8 | $ | 1,065 | ||||
The outstanding margin loans contain various affirmative and negative covenants that restrict the activities of the borrower. The loan agreements do not include any financial covenants. | |||||||
Debt Covenants | |||||||
As of March 31, 2015, each of the Company and TripAdvisor was in compliance with its respective debt covenants. | |||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | (6) Commitments and Contingencies |
Leases | |
On June 20, 2013, TripAdvisor entered into an additional lease to move its headquarters to Needham, Massachusetts in 2015. TripAdvisor is the deemed owner (for accounting purposes only) of the new building during the construction period under build to suit lease accounting. As building construction began in the fourth quarter of 2013, TripAdvisor recorded project construction costs incurred by the landlord as an asset and a corresponding long term liability in “Property and equipment, at cost” and “Other liabilities,” respectively, in the condensed consolidated balance sheets. The asset and corresponding long term liability will increase as additional building costs are incurred by the landlord during the construction period. At the completion of construction of the new building (estimated to be June 2015), the lease will be evaluated to determine whether or not it meets the criteria for “sale‑leaseback” treatment. Upon completion of construction TripAdvisor currently expects that the lease will not meet the "sale-leaseback" criteria. Although TripAdvisor will not begin making lease payments pursuant to the lease until November 2015, the portion of the lease obligations allocated to the land is treated for accounting purposes as an operating lease that commenced in 2013. From the beginning of construction through March 31, 2015 approximately $82 million of these non-cash costs and related obligations have been capitalized in connection with the capitalization of construction-in-progress and tenant improvement costs. | |
Litigation | |
In the ordinary course of business, the Company and its subsidiaries are parties to legal proceedings and claims involving alleged infringement of third‑party intellectual property rights, defamation, and other claims. Although it is reasonably possible that the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements. | |
Segment_Information
Segment Information | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Segment Information | |||||||||||
Segment Information | (7) Segment Information | ||||||||||
TripCo, through its ownership interests in subsidiaries and other companies, is primarily engaged in the on‑line commerce industries. TripCo identifies its reportable segments as (A) those consolidated companies that represent 10% or more of its consolidated annual revenue, annual Adjusted OIBDA or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of TripCo’s annual pre‑tax earnings. | |||||||||||
TripCo evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, average sales price per unit, number of units shipped and revenue or sales per customer equivalent. In addition, TripCo reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate. | |||||||||||
TripCo defines Adjusted OIBDA as revenue less cost of goods sold, operating expenses, and selling, general and administrative expenses (excluding stock‑based compensation). TripCo believes this measure is an important indicator of the operational strength and performance of its businesses, including each business’s ability to service debt and fund capital expenditures. In addition, this measure allows management to view operating results and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, stock‑based compensation, separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. TripCo generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. | |||||||||||
For the three months ended March 31, 2015, TripCo has identified the following consolidated company as its reportable segment: | |||||||||||
· | TripAdvisor, Inc.—an online travel research company, empowering users to plan and maximize their travel experience. | ||||||||||
TripCo’s operating segments are strategic business units that offer different products and services. They are managed separately because each segment requires different technologies, distribution channels and marketing strategies. The accounting policies of the segments are the same as those described in the Company’s summary of significant accounting policies included in the Annual Report on Form 10-K for the year ended December 31, 2014. | |||||||||||
Performance Measures | |||||||||||
Three months ended March 31, | |||||||||||
2015 | 2014 | ||||||||||
Adjusted | Adjusted | ||||||||||
Revenue | OIBDA | Revenue | OIBDA | ||||||||
amounts in millions | |||||||||||
TripAdvisor | $ | 363 | 127 | 281 | 122 | ||||||
Corporate and other | 11 | -6 | 13 | -6 | |||||||
Consolidated TripCo | $ | 374 | 121 | 294 | 116 | ||||||
Other Information | |||||||||||
March 31, 2015 | |||||||||||
Total | Capital | ||||||||||
assets | expenditures | ||||||||||
amounts in millions | |||||||||||
TripAdvisor | $ | 7,360 | 31 | ||||||||
Corporate and other | 77 | 1 | |||||||||
Consolidated TripCo | $ | 7,437 | 32 | ||||||||
The following table provides a reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes: | |||||||||||
Three months | |||||||||||
ended March 31, | |||||||||||
2015 | 2014 | ||||||||||
amounts in millions | |||||||||||
Consolidated segment Adjusted OIBDA | $ | 121 | 116 | ||||||||
Stock-based compensation | -19 | -17 | |||||||||
Depreciation and amortization | -64 | -70 | |||||||||
Interest expense | -8 | -2 | |||||||||
Other, net | -2 | — | |||||||||
Earnings (loss) before income taxes | $ | 28 | 27 | ||||||||
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Amounts of stock-based compensation | ||||||||||||
Three months ended | ||||||||||||
March 31, | ||||||||||||
2015 | 2014 | |||||||||||
amounts in millions | ||||||||||||
Operating expense | $ | 7 | 7 | |||||||||
Selling, general and administrative expense | 12 | 10 | ||||||||||
$ | 19 | 17 | ||||||||||
Series A | ||||||||||||
Schedule of stock-based compensation activity | ||||||||||||
Weighted | ||||||||||||
average | ||||||||||||
remaining | Aggregate | |||||||||||
contractual | intrinsic | |||||||||||
Series A | WAEP | life | value | |||||||||
(in thousands) | (in years) | (in millions) | ||||||||||
Outstanding at January 1, 2015 | 1,090 | $ | 13.94 | |||||||||
Granted | — | $ | — | |||||||||
Exercised | -329 | $ | 13.99 | |||||||||
Forfeited/Cancelled | -1 | $ | 22.24 | |||||||||
Outstanding at March 31, 2015 | 760 | $ | 13.91 | 4.1 | $ | 14 | ||||||
Exercisable at March 31, 2015 | 391 | $ | 12.91 | 3.5 | $ | 7 | ||||||
Trip Advisor | ||||||||||||
Schedule of stock-based compensation activity | ||||||||||||
Weighted | ||||||||||||
average | ||||||||||||
TripAdvisor | remaining | Aggregate | ||||||||||
stock | contractual | intrinsic | ||||||||||
options | WAEP | life | value | |||||||||
(in thousands) | (in years) | (in millions) | ||||||||||
Outstanding at January 1, 2015 | 8,651 | $ | 44.47 | |||||||||
Granted | 368 | $ | 86.07 | |||||||||
Exercised | -585 | $ | 34.30 | |||||||||
Cancelled or expired | -91 | $ | 51.97 | |||||||||
Outstanding at March 31, 2015 | 8,343 | $ | 46.94 | 4.9 | $ | 312 | ||||||
Exercisable at March 31, 2015 | 4,630 | $ | 34.42 | 3.1 | $ | 227 | ||||||
Recovered_Sheet1
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Pro Forma Earnings per Share (EPS) | ||||||
Reconciliation of Basic and Diluted Weighted Average Shares | ||||||
Three months | Three months | |||||
ended | ended | |||||
March 31, 2015 | March 31, 2014 | |||||
number of shares in millions | ||||||
Basic EPS | 75 | 74 | ||||
Potentially dilutive shares | — | — | ||||
Diluted EPS | 75 | 74 | ||||
Assets_and_Liabilities_Measure1
Assets and Liabilities Measured at Fair Value (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Assets and Liabilities Measured at Fair Value | |||||||||||||||
Schedule of assets and liabilities measured at fair value | |||||||||||||||
March 31, 2015 | December 31, 2014 | ||||||||||||||
Quoted prices | Significant | Quoted prices | Significant | ||||||||||||
in active | other | in active | other | ||||||||||||
markets for | observable | markets for | observable | ||||||||||||
identical assets | inputs | identical assets | inputs | ||||||||||||
Description | Total | (Level 1) | (Level 2) | Total | (Level 1) | (Level 2) | |||||||||
amounts in millions | |||||||||||||||
Cash equivalents | $ | 70 | 70 | — | 58 | 58 | — | ||||||||
Short-term marketable securities | $ | 118 | — | 118 | 108 | — | 108 | ||||||||
Available-for-sale securities | $ | 19 | — | 19 | 31 | — | 31 | ||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Schedule of outstanding debt | |||||||
March 31, | December 31, | ||||||
2015 | 2014 | ||||||
amounts in millions | |||||||
TripAdvisor term loan and revolving credit facility | $ | 290 | 300 | ||||
TripCo margin loans | 409 | 404 | |||||
TripAdvisor Chinese credit facilities | 40 | 38 | |||||
Total consolidated TripCo debt | $ | 739 | 742 | ||||
Less debt classified as current | -80 | -78 | |||||
Total long-term debt | $ | 659 | 664 | ||||
Trip Advisor | |||||||
Value of shares pledged as collateral pursuant to the margin loan agreements | |||||||
Number of Shares | |||||||
Pledged as | |||||||
Collateral as of | Share value as of | ||||||
Pledged Collateral | March 31, 2015 | March 31, 2015 | |||||
amounts in millions | |||||||
Common Stock | 18.2 | $ | 1,514 | ||||
Class B Common Stock | 12.8 | $ | 1,065 | ||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2015 | |||||||||||
Segment Information | |||||||||||
Schedule of performance measures | |||||||||||
Three months ended March 31, | |||||||||||
2015 | 2014 | ||||||||||
Adjusted | Adjusted | ||||||||||
Revenue | OIBDA | Revenue | OIBDA | ||||||||
amounts in millions | |||||||||||
TripAdvisor | $ | 363 | 127 | 281 | 122 | ||||||
Corporate and other | 11 | -6 | 13 | -6 | |||||||
Consolidated TripCo | $ | 374 | 121 | 294 | 116 | ||||||
Schedule of other information | |||||||||||
March 31, 2015 | |||||||||||
Total | Capital | ||||||||||
assets | expenditures | ||||||||||
amounts in millions | |||||||||||
TripAdvisor | $ | 7,360 | 31 | ||||||||
Corporate and other | 77 | 1 | |||||||||
Consolidated TripCo | $ | 7,437 | 32 | ||||||||
Reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes | |||||||||||
Three months | |||||||||||
ended March 31, | |||||||||||
2015 | 2014 | ||||||||||
amounts in millions | |||||||||||
Consolidated segment Adjusted OIBDA | $ | 121 | 116 | ||||||||
Stock-based compensation | -19 | -17 | |||||||||
Depreciation and amortization | -64 | -70 | |||||||||
Interest expense | -8 | -2 | |||||||||
Other, net | -2 | — | |||||||||
Earnings (loss) before income taxes | $ | 28 | 27 | ||||||||
Stock_Based_Compensation_Detai
Stock Based Compensation (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Stock-Based Compensation | ||
Dividend rate | 0.00% | |
Additional disclosures | ||
Weighted average grant date fair value (in dollars per share) | $33.79 | |
Stock-based compensation | $19 | $17 |
Series A | ||
WAEP | ||
Weighted average remaining contractual term outstanding | 4 years 1 month 6 days | |
Weighted average remaining contractual term exercisable | 3 years 6 months | |
Liberty Incentive Plans | Series A | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding | 1,090,000 | |
Exercised | -329,000 | |
Cancelled or expired | -1,000 | |
Options outstanding | 760,000 | |
Optons exercisable | 391,000 | |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $13.94 | |
Weighted average exercise price, options exercised (in dollars per share) | $13.99 | |
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | $22.24 | |
Weighted average exercise price, options outstanding (in dollars per share) | $13.91 | |
Weighted average exercise price, options exercisable (in dollars per share) | $12.91 | |
Outstanding, aggregate intrinsic value | 14 | |
Exercisable, aggregate intrinsic value | 7 | |
2014 Plan | ||
Stock-Based Compensation | ||
Number of shares available for grant | 2,600,000 | |
Additional disclosures | ||
Unvested value not yet recognized | 24 | |
Weighted average period the unrecognized compensation cost will be recognized | 3 years 1 month 6 days | |
Restricted Stock Units (RSUs) | 2011 Plan | Trip Advisor | ||
Additional disclosures | ||
RSUs granted (in shares) | 515,000 | |
Weighted average grant date fair value, unvested, RSUs (in dollars per share) | $87.52 | |
Unrecognized compensation cost, unvested RSUs | 99 | |
Weighted average period the unrecognized compensation cost will be recognized | 3 years 2 months 12 days | |
Stock Options | 2011 Plan | Trip Advisor | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding | 8,651,000 | |
Granted | 368,000 | |
Exercised | -585,000 | |
Cancelled or expired | -91,000 | |
Options outstanding | 8,343,000 | |
Optons exercisable | 4,630,000 | |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $44.47 | |
Weighted average exercise price, options granted (in dollars per share) | $86.07 | |
Weighted average exercise price, options exercised (in dollars per share) | $34.30 | |
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | $51.97 | |
Weighted average exercise price, options outstanding (in dollars per share) | $46.94 | |
Weighted average exercise price, options exercisable (in dollars per share) | $34.42 | |
Weighted average remaining contractual term outstanding | 4 years 10 months 24 days | |
Weighted average remaining contractual term exercisable | 3 years 1 month 6 days | |
Outstanding, aggregate intrinsic value | 312 | |
Exercisable, aggregate intrinsic value | 227 | |
Additional disclosures | ||
Stock options exercised intrinsic value | 31 | 36 |
Unrecognized compensation cost, unvested options (in dollars) | $89 | |
Weighted average period the unrecognized compensation cost will be recognized | 2 years 7 months 6 days |
Stock_Based_Compensation_Detai1
Stock Based Compensation (Details 2) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $19 | $17 |
Operating expense | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | 7 | 7 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation | $12 | $10 |
Earnings_Loss_Per_Common_Share1
Earnings (Loss) Per Common Share (Details) | 0 Months Ended | 3 Months Ended | |
Aug. 27, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Pro Forma Earnings per Share (EPS) | |||
Common stock shares issued | 73,685,924 | ||
Basic EPS (In Shares) | 75,000,000 | 74,000,000 | |
Diluted EPS (In Shares) | 75,000,000 | 74,000,000 |
Assets_and_Liabilities_Measure2
Assets and Liabilities Measured at Fair Value (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $118 | $108 |
Available-for-sale securities | 19 | 31 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 70 | 58 |
Marketable securities | 118 | 108 |
Available-for-sale securities | 19 | 31 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 70 | 58 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 118 | 108 |
Available-for-sale securities | $19 | $31 |
Debt_Details
Debt (Details) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||
Share data in Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 20, 2011 | Mar. 31, 2015 | Dec. 20, 2011 | Dec. 20, 2011 | Dec. 20, 2011 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Aug. 21, 2014 | Mar. 31, 2015 | Aug. 21, 2014 | Aug. 21, 2014 | Aug. 21, 2014 | Aug. 21, 2014 | Aug. 21, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 20, 2011 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Aug. 26, 2014 |
USD ($) | USD ($) | USD ($) | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Line of Credit | Term loan | Term loan | Term loan | Term loan | Term loan | Revolving Credit Facility | Revolving Credit Facility | Letter of Credit | Same-day notice borrowings | Margin loan member | Margin loan member | Margin loan member | Margin loan member | Margin loan member | Margin loan member | Margin loan member | Margin loan member | Margin loan member | Chinese credit facilities | Chinese credit facilities | Credit Agreement | Chinese Credit Facility-BOA | Chinese Credit Facility-BOA | Chinese Credit Facility-BOA | Chinese Credit Facility-JPM | Chinese Credit Facility-JPM | Chinese Credit Facility-JPM | Chinese Credit Facility-JPM | Series A | Series B | Liberty | |
Trip Advisor | Trip Advisor | LIBOR | ABR | Eurocurrency spread | One-month Eurocurrency spread | Trip Advisor | Trip Advisor | Trip Advisor | Trip Advisor | Trip Advisor | Trip Advisor | Trip Advisor | Trip Advisor | USD ($) | USD ($) | TripCo | TripCo | TripCo | TripCo | LIBOR | LIBOR | LIBOR | USD ($) | USD ($) | Trip Advisor | People's Bank of China base rate | People's Bank of China base rate | People's Bank of China base rate | People's Bank of China base rate | People's Bank of China base rate | People's Bank of China base rate | Chinese credit facilities | Margin loan member | Margin loan member | USD ($) | |||||
USD ($) | USD ($) | Trip Advisor | Trip Advisor | Trip Advisor | Trip Advisor | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Redemption period one | TripCo | TripCo | TripCo | USD ($) | TripAdvisor's Chinese subsidiaries | TripAdvisor's Chinese subsidiaries | TripAdvisor's Chinese subsidiaries | TripAdvisor's Chinese subsidiaries | TripAdvisor's Chinese subsidiaries | TripAdvisor's Chinese subsidiaries | People's Bank of China base rate | Trip Advisor | Trip Advisor | ||||||||||||||
agreement | Redemption period one | Redemption period two | USD ($) | CNY | USD ($) | CNY | USD ($) | USD ($) | ||||||||||||||||||||||||||||||||
Debt Financing | ||||||||||||||||||||||||||||||||||||||||
Total consolidated TripCo debt | $739,000,000 | $742,000,000 | $290,000,000 | $300,000,000 | $409,000,000 | $404,000,000 | $40,000,000 | $38,000,000 | ||||||||||||||||||||||||||||||||
Less debt classified as current | -80,000,000 | -78,000,000 | ||||||||||||||||||||||||||||||||||||||
Total long-term debt | 659,000,000 | 664,000,000 | ||||||||||||||||||||||||||||||||||||||
Maximum borrowing capacity | 400,000,000 | 200,000,000 | 40,000,000 | 40,000,000 | 600,000,000 | 30,000,000 | 189,000,000 | 20,000,000 | 125,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument Term | 5 years | 5 years | 3 years | 1 year | 1 year | 1 year | ||||||||||||||||||||||||||||||||||
Variable rate basis | LIBOR | alternate base rate | Eurocurrency Spread | one-month interest period Eurocurrency Spread | LIBOR | |||||||||||||||||||||||||||||||||||
Margin | 1.50% | 0.50% | 3.65% | 3.25% | ||||||||||||||||||||||||||||||||||||
Commitment fee | 0.23% | |||||||||||||||||||||||||||||||||||||||
Interest rate at end of period | 1.70% | |||||||||||||||||||||||||||||||||||||||
Quarterly installment payable as a percentage of original principal amount | 2.50% | 2.50% | ||||||||||||||||||||||||||||||||||||||
Principal repayments of debt | 10,000,000 | 13,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||
Amount outstanding | 40,000,000 | 38,000,000 | 21,000,000 | 19,000,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, number of instruments | 2 | |||||||||||||||||||||||||||||||||||||||
Total borrowings | 400,000,000 | |||||||||||||||||||||||||||||||||||||||
Payment of distribution | 348,000,000 | |||||||||||||||||||||||||||||||||||||||
Initial redemption period | 6 months | |||||||||||||||||||||||||||||||||||||||
Shares pledged as collateral under loan | 18.2 | 12.8 | ||||||||||||||||||||||||||||||||||||||
Share value | 1,514,000,000 | 1,065,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.35% | 5.35% | ||||||||||||||||||||||||||||||||||||||
Paid-in-Kind Interest | $5,000,000 | |||||||||||||||||||||||||||||||||||||||
Debt instrument applicable percentage base rate | 100 | 100 | 100 | 100 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Trip Advisor, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2015 |
Trip Advisor | ||
Operating leases | ||
Capitalization of construction-in-process costs | $82 | |
Construction in Progress Expenditures Incurred but Not yet Paid | 82 | |
Construction in progress | $82 | $82 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Segments | |||
Total revenues | $374 | $294 | |
Adjusted OIBDA | 121 | 116 | |
Total assets | 7,437 | 7,381 | |
Capital expenditures | 32 | ||
Trip Advisor | |||
Segments | |||
Total revenues | 363 | 281 | |
Adjusted OIBDA | 127 | 122 | |
Total assets | 7,360 | ||
Capital expenditures | 31 | ||
Corporate and Other | |||
Segments | |||
Total revenues | 11 | 13 | |
Adjusted OIBDA | -6 | -6 | |
Total assets | 77 | ||
Capital expenditures | $1 |
Segment_Information_Details_3
Segment Information (Details 3) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Information | ||
Consolidated segment Adjusted OIBDA | $121 | $116 |
Stock-based compensation | -19 | -17 |
Depreciation And amortization | -64 | -70 |
Interest expense | -8 | -2 |
Other, net | -2 | |
Earnings (loss) before income taxes | $28 | $27 |