Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Entity Registrant Name | Liberty TripAdvisor Holdings, Inc. | |
Entity Central Index Key | 1,606,745 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Series A | ||
Entity Common Stock, Shares Outstanding | 72,028,678 | |
Series B | ||
Entity Common Stock, Shares Outstanding | 2,929,777 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 652 | $ 644 |
Trade and other receivables, net | 228 | 181 |
Marketable securities | 116 | 47 |
Other current assets | 44 | 34 |
Total current assets | 1,040 | 906 |
Investments in available-for-sale securities | 29 | 37 |
Property and equipment, at cost | 233 | 216 |
Accumulated depreciation | (54) | (36) |
Property and equipment, net | 179 | 180 |
Intangible Assets [Abstract] | ||
Goodwill | 3,702 | 3,689 |
Trademarks | 1,793 | 1,803 |
Intangible assets not subject to amortization | 5,495 | 5,492 |
Intangible assets subject to amortization, net | 533 | 625 |
Other assets, at cost, net of accumulated amortization | 58 | 45 |
Total assets | 7,334 | 7,285 |
Current liabilities: | ||
Accounts payable | 176 | 121 |
Accrued liabilities | 132 | 129 |
Long-term Debt, Current Maturities | 76 | 1 |
Deferred revenue | 70 | 64 |
Other current liabilities | 20 | 5 |
Total current liabilities | 474 | 320 |
Total long-term debt | 481 | 620 |
Deferred income tax liabilities | 675 | 719 |
Other liabilities | 205 | 190 |
Total liabilities | 1,835 | 1,849 |
Equity: | ||
Additional paid-in capital | 257 | 260 |
Accumulated other comprehensive earnings, net of taxes | (28) | (25) |
Retained earnings | 558 | 572 |
Total stockholders' equity | 788 | 808 |
Noncontrolling interests in equity of combined companies | 4,711 | 4,628 |
Total equity | 5,499 | 5,436 |
Commitments and contingencies | ||
Total liabilities and equity | 7,334 | 7,285 |
Preferred Stock | ||
Equity: | ||
Preferred Stock value | ||
Series A | ||
Equity: | ||
Common stock value | 1 | 1 |
Series B | ||
Equity: | ||
Common stock value | ||
Series C | ||
Equity: | ||
Common stock value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Trade and other receivables, net of allowance for doubtful accounts | $ 9 | $ 6 |
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 | 72,024,048 | 71,920,260 |
Common stock, shares outstanding | 72,024,048 | 71,920,260 |
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 Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Service Revenue, Net | $ 421 | $ 415 | $ 1,164 | $ 1,183 |
Other Revenue, Net | 13 | 17 | 29 | 37 |
Total revenue, net | 434 | 432 | 1,193 | 1,220 |
Operating costs and expenses: | ||||
Operating expense, including stock-based compensation (note 2) | 95 | 87 | 274 | 239 |
Selling, general and administrative, including stock-based compensation | 252 | 243 | 706 | 684 |
Depreciation and amortization | 56 | 67 | 166 | 199 |
Total operating costs and expenses | 403 | 397 | 1,146 | 1,122 |
Operating income (loss) | 31 | 35 | 47 | 98 |
Other income (expense): | ||||
Interest expense | (5) | (7) | (20) | (20) |
Other, net | (1) | 13 | 4 | 16 |
Total other income (expense) | (6) | 6 | (16) | (4) |
Earnings (loss) before income taxes | 25 | 41 | 31 | 94 |
Income tax (expense) benefit | 1 | (12) | (3) | (35) |
Net earnings (loss) | 26 | 29 | 28 | 59 |
Less net earnings (loss) attributable to noncontrolling interests | 27 | 32 | 42 | 76 |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (1) | $ (3) | $ (14) | $ (17) |
Earnings Per Share, Basic | $ (0.01) | $ (0.04) | $ (0.19) | $ (0.23) |
Earnings Per Share, Diluted | $ (0.01) | $ (0.04) | $ (0.19) | $ (0.23) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 26 | $ 29 | $ 28 | $ 59 |
Other comprehensive earnings (loss), net of taxes: | ||||
Foreign currency translation adjustments | (3) | (29) | (16) | (50) |
Reclassification adjustment on sale of business | 1 | 1 | ||
Other comprehensive earnings (loss) | (3) | (28) | (16) | (49) |
Comprehensive earnings (loss) | 23 | 1 | 12 | 10 |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 26 | 10 | 29 | 38 |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (3) | $ (9) | $ (17) | $ (28) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Net earnings (loss) | $ 28 | $ 59 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 166 | 199 |
Stock-based compensation | 68 | 60 |
Deferred income tax expense (benefit) | (39) | (29) |
Other noncash charges (credits), net | (3) | (11) |
Changes in operating assets and liabilities | ||
Current and other assets | (57) | (96) |
Payables and other liabilities | 95 | 136 |
Net cash provided (used) by operating activities | 258 | 318 |
Cash flows from investing activities: | ||
Capital expended for property and equipment | (58) | (96) |
Cash (paid) for acquisitions, net of cash acquired | (23) | (29) |
Purchases of short term investments and other marketable securities | (145) | (150) |
Proceeds from short term and other marketable securities | 84 | 124 |
Other investing activities, net | 22 | |
Net cash provided (used) by investing activities | (142) | (129) |
Cash flows from financing activities: | ||
Proceeds from Issuance of Debt | 344 | 291 |
Repayments of debt | (419) | (341) |
Payment of withholding taxes on net share settlements of equity awards | (13) | (66) |
Shares issued by subsidiary | 6 | 10 |
Shares repurchased by subsidiary | (21) | |
Option exercises | 1 | 5 |
Other financing activities, net | 13 | |
Net cash provided (used) by financing activities | (102) | (88) |
Effect of foreign currency exchange rates on cash | (6) | (8) |
Net increase (decrease) in cash and cash equivalents | 8 | 93 |
Cash and cash equivalents at beginning of period | 644 | 509 |
Cash and cash equivalents at end of period | $ 652 | $ 602 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Millions | Series ACommon Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Balance at beginning of the period at Dec. 31, 2015 | $ 1 | $ 260 | $ (25) | $ 572 | $ 4,628 | $ 5,436 |
Net earnings (loss) | (14) | 42 | 28 | |||
Other comprehensive earnings (loss) | (3) | (13) | (16) | |||
Stock compensation | 20 | 58 | 78 | |||
Stock Issued During Period, Value, Stock Options Exercised | 1 | 1 | ||||
Withholding taxes on net share settlements of stock based compensation | (13) | (13) | ||||
Shares issued by subsidiary | (5) | 11 | 6 | |||
Shares repurchased by subsidiary | (7) | (14) | (21) | |||
Other | 1 | (1) | ||||
Balance at end of the period at Sep. 30, 2016 | $ 1 | $ 257 | $ (28) | $ 558 | $ 4,711 | $ 5,499 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis 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”). 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 accounted for at historical cost due to the pro rata nature of the distribution to stockholders of Liberty Ventures common stock. Both TripAdvisor and BuySeasons have more revenue in the third quarter, based on higher travel research and trip-taking and the Halloween period, respectively, as compared to the other quarters of the year. The accompanying (a) condensed consolidated balance sheet as of December 31, 2015, 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. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation. 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, 2015 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. 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 and long-lived assets (ii) accounting for income taxes and (iii) 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. This new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In March 2016, the FASB issued additional guidance which clarifies principal versus agent considerations, and in April 2016, the FASB issued further guidance which clarifies the identification of performance obligations and the implementation guidance for licensing. 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 or modified retrospective transition method. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. The Company has not yet selected a transition method and is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. 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. The Company adopted this guidance in the first quarter of 2016. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related disclosures. In February 2016, the FASB issued new guidance which revises the accounting for leases. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new guidance also simplifies the accounting for sale and leaseback transactions. The new standard, to be applied via a modified retrospective transition approach, is effective for the Company for fiscal years and interim periods beginning after December 15, 2018. The Company has not yet determined the effect of the standard on its ongoing accounting and financial reporting. In March 2016, the FASB issued new guidance which simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard is effective for the Company for fiscal years and interim periods beginning after December 15, 2016, with early application permitted. The Company adopted this guidance in the third quarter of 2016 . In accordance with the new guidance, excess tax benefits and tax deficiencies are recognized as income tax benefit or expense rather than as additional paid-in capital. The Company has elected to recognize forfeitures as they occur rather than continue to estimate expected forfeitures. In addition, pursuant to the new guidance, excess tax benefits are classified as an operating activity on the condensed consolidated statements of cash flows. The recognition of excess tax benefits and deficiencies are applied prospectively from January 1, 2016. For adjustments to compensation cost based on actual forfeitures, the Company has recorded an immaterial cumulative-effect adjustment to retained earnings as of January 1, 2016, which is included in other on the condensed consolidated statement of equity. The presentation changes for excess tax benefits have been applied retrospectively in the condensed consolidated statements of cash flows, resulting in $6 million and $28 million of excess tax benefits for the nine months ended September 30, 2016 and 2015, respectively, reclassified from cash flows from financing activities to cash flows from operating activities. In October 2016, the FASB issued new accounting guidance which requires an entity to recognize the income tax consequences of intercompany asset transfers at the transaction date. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. Spin‑Off of TripCo from Liberty 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 Media 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). Under these agreements, approximately $1 million was reimbursable to Liberty for both of the three month periods ended September 30, 2016 and 2015 and approximately $2 million was reimbursable to Liberty for both of the nine month periods ended September 30, 2016 and 2015. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
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-Merton Model. TripCo estimates the expected term of the Awards based on historical exercise and forfeiture data. Since TripCo common stock has not traded on the stock market for a significant length of time, the volatility used in the calculation for Awards is based on a blend of the historical volatility of TripCo and TripAdvisor common stock and the implied volatility of publicly traded TripCo and TripAdvisor options; as the most significant asset within TripCo, the volatility of TripAdvisor was considered in the overall volatility of TripCo. 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 Nine months ended September 30, September 30, 2016 2015 2016 2015 amounts in millions Operating expense $ Selling, general and administrative expense $ Stock-based compensation expense related to TripAdvisor was $22 million and $19 million for the three months ended September 30, 2016 and 2015, respectively, and $64 million and $52 million for the nine months ended September 30, 2016 and 2015, respectively. 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, 2016 $ Granted — $ — Exercised $ Forfeited/Cancelled — $ — Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ There were no options to purchase shares of Series A common stock granted during the nine months ended September 30, 2016. There was no activity during the period related to the TripCo Series B options. As of September 30, 2016 , the total unrecognized compensation cost related to unvested Awards was approximately $16 million . Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.8 years. As of September 30, 2016, TripCo reserved 2.4 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 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, 2016 $ Granted $ Exercised $ Cancelled or expired $ Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ The weighted average grant date fair value of options granted was $22.95 for the nine months ended September 30, 2016. As of September 30, 2016, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $57 million and will be recognized over a weighted average period of approximately 2.4 years. The total intrinsic value of stock options exercised for the nine months ended September 30, 2016 and 2015 was $23 million and $128 million, respectively. Additionally, during the nine months ended September 30, 2016, TripAdvisor granted 1,887 thousand service based restricted stock units (“RSUs”) under its Amended and Restated 2011 Stock and Annual 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 RSUs granted during the nine months ended September 30, 2016 was $63.96 per share. As of September 30, 2016, the total unrecognized compensation cost related to TripAdvisor RSUs was approximately $163 million and will be recognized over a weighted average period of approximately 2.9 years. |
Earnings (Loss) per Common Shar
Earnings (Loss) per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
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) attributable to TripCo shareholders 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. Excluded from EPS for the three and nine months ended September 30, 2016 and 2015 are 2 million and less than a million potential common shares, respectively, because their inclusion would be antidilutive. Liberty TripAdvisor Holdings Common Stock Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 number of shares in millions Basic EPS Potentially dilutive shares — — — — Diluted EPS |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 9 Months Ended |
Sep. 30, 2016 | |
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: September 30, 2016 December 31, 2015 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 $ Short-term marketable securities $ — — Available-for-sale securities $ — — Variable postpaid forward $ — NA NA NA On June 6, 2016, TripCo entered into a variable postpaid forward transaction with a financial institution with respect to 7 million TripAdvisor shares held by the Company with a forward floor price of $38.90 per share and a forward cap price of $98.96 per share. TripCo borrowed $259 million against the variable postpaid forward on June 23, 2016 (see note 5). The asset associated with this instrument is included in the other assets line item on the face of the condensed consolidated financial statements as of September 30, 2016. The fair value of Level 2 cash equivalents, 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. The fair value of Level 2 derivative assets were derived from a Black-Scholes-Merton model using observable market data as the significant inputs. 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, current portion of debt and long-term debt. With the exception of long-term debt, the carrying amount approximates fair value due to the short maturity of these instruments as reported on our condensed consolidated balance sheets. The carrying value of our long-term debt bears interest at a variable rate and therefore is also considered to approximate fair value. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt | |
Debt | (5) Debt Outstanding debt at September 30, 2016 and December 31, 2015 is summarized as follows: September 30, December 31, 2016 2015 amounts in millions TripAdvisor Credit Facilities TripAdvisor Chinese credit facilities TripCo margin loans TripCo variable postpaid forward NA Unamortized discount and debt issuance costs — Total consolidated TripCo debt $ Less debt classified as current Total long-term debt $ TripAdvisor Credit Facilities On June 26, 2015, TripAdvisor entered into a five year credit agreement (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 TripAdvisor’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 2015 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 British pound sterling or Euro, the applicable interest rate plus 2.00% per annum and (iii) in the case of interest denominated in U.S. Dollars, 2.00% per annum plus the Alternate Base Rate plus the interest rate spread applicable to ABR loans. TripAdvisor may borrow from the 2015 Credit Facility in U.S. dollars, Euros and British pound sterling with a term of five years expiring June 26, 2020. There is no specific repayment date prior to the five-year maturity date for borrowings under the 2015 Credit Facility. During the nine months ended September 30, 2016, TripAdvisor borrowed an additional $10 million and repaid $190 million of its outstanding borrowings on the 2015 Credit Facility. Based on TripAdvisor’s current leverage ratio, borrowings bear interest at LIBOR plus 125 basis points, or the Eurocurrency Spread. TripAdvisor is currently borrowing under a one-month interest period of 1.8% per annum, using a one-month interest period Eurocurrency Spread, which will reset periodically. Interest will be payable on a monthly basis while TripAdvisor is borrowing under the one-month interest rate period. TripAdvisor is 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 basis points, given TripAdvisor’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, 2016, TripAdvisor had issued $2 million of outstanding letters of credit under the 2015 Credit Facility. TripAdvisor 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 TripAdvisor have agreed to guarantee TripAdvisor’s obligations under the 2015 Credit Facility. The 2015 Credit Facility contains a number of covenants that, among other things, restrict TripAdvisor’s 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 the fiscal year. The 2015 Credit Facility also requires TripAdvisor 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 the 2015 Credit Facility. On September 7, 2016, TripAdvisor entered into an uncommitted facility agreement with Bank of America Merrill Lynch International Limited (the “Lender”), which provides for a $73 million unsecured revolving credit facility (the “2016 Credit Facility” and together with the 2015 Credit Facility, the “TripAdvisor Credit Facilities”) with no specific expiration date. The 2016 Credit Facility is available at the Lender’s absolute discretion and can be canceled at any time. Repayment terms for borrowings under the 2016 Credit Facility are generally one to six month periods and bear interest at LIBOR plus 112.5 basis points. TripAdvisor may borrow from the 2016 Credit Facility in U.S. dollars only and it may voluntarily repay any outstanding borrowing at any time without premium or penalty. Any overdue amounts under or in respect of the 2016 Credit Facility not paid when due shall bear interest in the case of principal at the applicable interest rate plus 1.50% per annum. In addition, TripAdvisor, LLC, a wholly-owned domestic subsidiary of TripAdvisor, has agreed to guarantee TripAdvisor’s obligations under the 2016 Credit Facility. There are no specific financial or incurrence covenants. TripAdvisor borrowed $73 million under the 2016 Credit Facility in September 2016. These funds were used towards TripAdvisor’s general working capital needs, primarily for partial repayment of TripAdvisor’s long-term debt, and the liability is recorded in short-term liabilities on the unaudited condensed consolidated balance sheet as of September 30, 2016. TripAdvisor is currently borrowing under a one-month interest period of 1.7% per annum, which will reset periodically. Interest will be payable on a monthly basis while TripAdvisor is borrowing under the one-month interest rate period. TripAdvisor Chinese Credit Facilities In addition to borrowings under the TripAdvisor Credit Facilities, TripAdvisor maintains Chinese credit facilities. As of September 30, 2016 and December 31, 2015, there were approximately $3 million and $1 million of short term borrowings outstanding, respectively. TripAdvisor’s Chinese subsidiary is party to a $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. The 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 4.35% as of September 30, 2016. As of September 30, 2016, TripAdvisor had $1 million of outstanding borrowings from the Chinese Credit Facility—BOA. In addition, TripAdvisor’s Chinese subsidiary is party to a RMB 70,000,000 (approximately $11 million) one-year revolving credit facility with J.P. Morgan Chase Bank (the “Chinese Credit Facility—JPM”) which was reduced from RMB 125,000,000 during the three months ended September 30, 2016. The Chinese Credit Facility—JPM bears interest at a rate based on 100% of the People’s Bank of China’s base rate, which was 4.35% as of September 30, 2016. As of September 30, 2016, TripAdvisor had $2 million of outstanding borrowings under the Chinese Credit Facility—JPM. TripCo Margin Loans and Variable Postpaid Forward On August 21, 2014, a wholly owned subsidiary of TripCo entered into two margin loan agreements which aggregated total borrowings of $400 million. Interest on the margin loans accrued at a rate of 3.65% plus LIBOR for six months and 3.25% thereafter. Interest on the margin loans was paid in kind and added to the principal amount on the loans. In connection with the variable postpaid forward transaction entered into on June 6, 2016, as described in note 4, TripCo borrowed $259 million against the variable postpaid forward on June 23, 2016. The term of the forward is four years. At maturity, the accreted loan amount due is approximately $272 million. The proceeds from the forward were used to repay $200 million in principal and $29 million of paid in kind interest on the margin loans with the remainder being used for general corporate purposes. On June 23, 2016, TripCo amended the terms of the margin loan agreements with respect to the remaining borrowings of $200 million. 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 TripCo 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 and margin calls. The initial margin call would require the outstanding balance to be reduced to $150 million if at any time the closing price per share of TripAdvisor common stock were to fall below certain minimum values. Pursuant to the amendments, interest on the margin loans accrues at a rate of 2.0% plus LIBOR per year 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. The term of the loan is three years and the maturity date is June 21, 2019. For the nine months ended September 30, 2016, the non-cash addition to the amended margin loan principal balance was $1 million and the non-cash addition to the loan against the variable postpaid forward was $1 million. As of September 30, 2016, the values of TripAdvisor’s shares pledged as collateral pursuant to the margin loan agreements and variable postpaid forward, 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 September 30, 2016 September 30, 2016 amounts in millions Common Stock $ Class B Common Stock $ 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. Additionally, in support of the original margin loan agreements, TripCo and Liberty Interactive LLC entered into a promissory note whereby TripCo may request, upon certain margin call thresholds, up to $200 million in funds. Proceeds from the promissory note must be used by TripCo to offset obligations under the margin loan agreements. Debt Covenants As of September 30, 2016, each of the Company and TripAdvisor was in compliance with its respective debt covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | (6) Commitments and Contingencies 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 | 9 Months Ended |
Sep. 30, 2016 | |
Segment Information | |
Segment Information | (7) Segment Information TripCo, through its ownership interests in subsidiaries and other companies, is primarily engaged in the online 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, 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, 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 nine months ended September 30, 2016, TripCo has identified the following consolidated company as its reportable segment: · TripAdvisor - 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, 2015. Performance Measures Three months ended September 30, 2016 2015 Adjusted Adjusted Revenue OIBDA Revenue OIBDA amounts in millions TripAdvisor $ Corporate and other Consolidated TripCo $ Nine months ended September 30, 2016 2015 Adjusted Adjusted Revenue OIBDA Revenue OIBDA amounts in millions TripAdvisor $ Corporate and other Consolidated TripCo $ Other Information September 30, 2016 Total Capital assets expenditures amounts in millions TripAdvisor $ Corporate and other Consolidated TripCo $ The following table provides a reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes: Three months Nine months ended September 30, ended September 30, 2016 2015 2016 2015 amounts in millions Consolidated segment Adjusted OIBDA $ Stock-based compensation Depreciation and amortization Interest expense Other, net Earnings (loss) before income taxes $ |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Amounts of stock-based compensation | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 amounts in millions Operating expense $ Selling, general and administrative expense $ |
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, 2016 $ Granted — $ — Exercised $ Forfeited/Cancelled — $ — Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ |
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, 2016 $ Granted $ Exercised $ Cancelled or expired $ Outstanding at September 30, 2016 $ $ Exercisable at September 30, 2016 $ $ |
Earnings (Loss) Per Common Sh16
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings per Share (EPS) | |
Reconciliation of Basic and Diluted Weighted Average Shares | Liberty TripAdvisor Holdings Common Stock Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 number of shares in millions Basic EPS Potentially dilutive shares — — — — Diluted EPS |
Assets and Liabilities Measur17
Assets and Liabilities Measured at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | September 30, 2016 December 31, 2015 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 $ Short-term marketable securities $ — — Available-for-sale securities $ — — Variable postpaid forward $ — NA NA NA |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of outstanding debt | September 30, December 31, 2016 2015 amounts in millions TripAdvisor Credit Facilities TripAdvisor Chinese credit facilities TripCo margin loans TripCo variable postpaid forward NA Unamortized discount and debt issuance costs — Total consolidated TripCo debt $ Less debt classified as current Total long-term debt $ |
Trip Advisor | |
Value of shares pledged as collateral | Number of Shares Pledged as Collateral as of Share value as of Pledged Collateral September 30, 2016 September 30, 2016 amounts in millions Common Stock $ Class B Common Stock $ |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Information | |
Schedule of performance measures | Three months ended September 30, 2016 2015 Adjusted Adjusted Revenue OIBDA Revenue OIBDA amounts in millions TripAdvisor $ Corporate and other Consolidated TripCo $ Nine months ended September 30, 2016 2015 Adjusted Adjusted Revenue OIBDA Revenue OIBDA amounts in millions TripAdvisor $ Corporate and other Consolidated TripCo $ |
Schedule of other information | September 30, 2016 Total Capital assets expenditures amounts in millions TripAdvisor $ Corporate and other Consolidated TripCo $ |
Reconciliation of segment Adjusted OIBDA to earnings (loss) before income taxes | Three months Nine months ended September 30, ended September 30, 2016 2015 2016 2015 amounts in millions Consolidated segment Adjusted OIBDA $ Stock-based compensation Depreciation and amortization Interest expense Other, net Earnings (loss) before income taxes $ |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Excess tax benefit from stock-based compensation | $ 6 | $ 28 | ||
Liberty | ||||
Related Party Transaction, Amounts of Transaction | $ 1 | $ 1 | $ 2 | $ 2 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock-Based Compensation | ||||
Dividend rate | 0.00% | |||
Additional disclosures | ||||
Stock-based compensation | $ 24 | $ 21 | $ 68 | $ 60 |
Trip Advisor | ||||
Additional disclosures | ||||
Stock-based compensation | $ 22 | $ 19 | $ 64 | 52 |
Liberty Incentive Plans | Series A | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding | 720,000 | |||
Granted | 0 | |||
Exercised | (105,000) | |||
Options outstanding | 615,000 | 615,000 | ||
Options exercisable | 531,000 | 531,000 | ||
WAEP | ||||
Weighted average exercise price, options outstanding (in dollars per share) | $ 14.67 | |||
Weighted average exercise price, options exercised (in dollars per share) | 13.77 | |||
Weighted average exercise price, options outstanding (in dollars per share) | $ 14.82 | 14.82 | ||
Weighted average exercise price, options exercisable (in dollars per share) | $ 13.65 | $ 13.65 | ||
Weighted average remaining contractual term outstanding | 2 years 8 months 12 days | |||
Weighted average remaining contractual term exercisable | 2 years 2 months 12 days | |||
Outstanding, aggregate intrinsic value | $ 5 | $ 5 | ||
Exercisable, aggregate intrinsic value | $ 4 | $ 4 | ||
2014 Plan | ||||
Additional disclosures | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,400,000 | 2,400,000 | ||
Unvested value not yet recognized | $ 16 | $ 16 | ||
Weighted average period the unrecognized compensation cost will be recognized | 2 years 9 months 18 days | |||
Restricted Stock Units (RSUs) | 2011 Plan | Trip Advisor | ||||
Additional disclosures | ||||
RSUs granted (in shares) | 1,887,000 | |||
Weighted average grant date fair value, granted during period RSUs (in dollars per share) | $ 63.96 | |||
Unrecognized compensation cost, unvested RSUs | $ 163 | $ 163 | ||
Weighted average period the unrecognized compensation cost will be recognized | 2 years 10 months 24 days | |||
Stock Options | 2011 Plan | Trip Advisor | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding | 5,720,000 | |||
Granted | 1,051,000 | |||
Exercised | (692,000) | |||
Cancelled or expired | (209,000) | |||
Options outstanding | 5,870,000 | 5,870,000 | ||
Options exercisable | 2,794,000 | 2,794,000 | ||
WAEP | ||||
Weighted average exercise price, options outstanding (in dollars per share) | $ 53.71 | |||
Weighted average exercise price, options granted (in dollars per share) | 63.45 | |||
Weighted average exercise price, options exercised (in dollars per share) | 31.43 | |||
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | 71.14 | |||
Weighted average exercise price, options outstanding (in dollars per share) | $ 57.46 | 57.46 | ||
Weighted average exercise price, options exercisable (in dollars per share) | $ 42.66 | $ 42.66 | ||
Weighted average remaining contractual term outstanding | 5 years 8 months 12 days | |||
Weighted average remaining contractual term exercisable | 4 years 4 months 24 days | |||
Outstanding, aggregate intrinsic value | $ 70 | $ 70 | ||
Exercisable, aggregate intrinsic value | 66 | 66 | ||
Additional disclosures | ||||
Stock options exercised intrinsic value | $ 23 | $ 128 | ||
Weighted average grant date fair value, options (in dollars per share) | $ 22.95 | |||
Unrecognized compensation cost, unvested options (in dollars) | $ 57 | $ 57 | ||
Weighted average period the unrecognized compensation cost will be recognized | 2 years 4 months 24 days |
Stock Based Compensation (Det22
Stock Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 24 | $ 21 | $ 68 | $ 60 |
Operating expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 11 | 8 | 32 | 23 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 13 | $ 13 | $ 36 | $ 37 |
Earnings (Loss) Per Common Sh23
Earnings (Loss) Per Common Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings per Share (EPS) | ||||
Basic EPS (In Shares) | 75 | 75 | 75 | 75 |
Diluted EPS (In Shares) | 75 | 75 | 75 | 75 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2 | 2 | 2 | 2 |
Assets and Liabilities Measur24
Assets and Liabilities Measured at Fair Value (Details) shares in Millions, $ in Millions | Sep. 30, 2016USD ($) | Jun. 23, 2016USD ($) | Jun. 06, 2016$ / itemshares | Dec. 31, 2015USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Marketable securities | $ 116 | $ 47 | ||
Available-for-sale securities | 29 | 37 | ||
Forward Contracts | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative, Floor Price | $ / item | 38.90 | |||
Derivative, Cap Price | $ / item | 98.96 | |||
Forward Contracts | Variable postpaid forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt Instrument, Face Amount | $ 259 | |||
Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 44 | 44 | ||
Marketable securities | 116 | 47 | ||
Available-for-sale securities | 29 | 37 | ||
Recurring | Forward Contracts | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Asset | 4 | |||
Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 41 | 39 | ||
Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 3 | 5 | ||
Marketable securities | 116 | 47 | ||
Available-for-sale securities | 29 | $ 37 | ||
Recurring | Level 2 | Forward Contracts | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Asset | $ 4 | |||
Trip Advisor | Forward Contracts | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Forward Contract Shares indexed | shares | 7 |
Debt (Details)
Debt (Details) shares in Millions | Sep. 07, 2016USD ($) | Jun. 23, 2016USD ($) | Jun. 26, 2015USD ($) | Aug. 21, 2014USD ($)agreement | Sep. 30, 2016USD ($) | Sep. 30, 2016CNY (¥)shares | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)shares | Jun. 30, 2016CNY (¥) | Dec. 31, 2015USD ($) |
Debt Financing | |||||||||||
Debt Instrument Unamortized Discount Premium And Debt Issuance Costs | $ (1,000,000) | ||||||||||
Long-term Debt, Total | $ 557,000,000 | 621,000,000 | |||||||||
Long-term Debt, Current Maturities | 76,000,000 | 1,000,000 | |||||||||
Total long-term debt | 481,000,000 | 620,000,000 | |||||||||
Repayments of long term debt | $ 419,000,000 | $ 341,000,000 | |||||||||
Proceeds from Issuance of Debt | 344,000,000 | $ 291,000,000 | |||||||||
Margin loan member | |||||||||||
Debt Financing | |||||||||||
Long-term Debt, Gross | 421,000,000 | ||||||||||
Debt instrument, number of instruments | agreement | 2 | ||||||||||
Total borrowings | $ 400,000,000 | ||||||||||
Maximum Value of Promissory Note if Margin Call Thresholds Are Triggered | 200,000,000 | ||||||||||
Margin loan member | Redemption period one | |||||||||||
Debt Financing | |||||||||||
Initial redemption period | 6 months | ||||||||||
Margin loan member | LIBOR | |||||||||||
Debt Financing | |||||||||||
Variable rate basis | LIBOR | ||||||||||
Margin loan member | LIBOR | Redemption period one | |||||||||||
Debt Financing | |||||||||||
Margin | 3.65% | ||||||||||
Margin loan member | LIBOR | Redemption period two | |||||||||||
Debt Financing | |||||||||||
Margin | 3.25% | ||||||||||
Margin Loan Amendment 1 | |||||||||||
Debt Financing | |||||||||||
Long-term Debt, Gross | $ 200,000,000 | 201,000,000 | |||||||||
Debt Instrument Term | 3 years | ||||||||||
Variable rate basis | LIBOR | ||||||||||
Margin | 2.00% | ||||||||||
Paid-in-Kind Interest | $ 1,000,000 | ||||||||||
Outstanding Margin Loan Balance If Initial Margin Call Threshold is Met | $ 150,000,000 | ||||||||||
Chinese credit facilities | |||||||||||
Debt Financing | |||||||||||
Long-term Debt, Gross | 3,000,000 | 1,000,000 | |||||||||
Line of Credit | 3,000,000 | 1,000,000 | |||||||||
2015 Credit Facilities | |||||||||||
Debt Financing | |||||||||||
Long-term Debt, Gross | $ 93,000,000 | $ 200,000,000 | |||||||||
2015 Credit Facilities | Revolving Credit Facility | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | ||||||||||
Debt Instrument Term | 5 years | ||||||||||
Variable rate basis | Eurocurrency | ||||||||||
Margin | 2.00% | ||||||||||
Commitment fee | 0.20% | ||||||||||
Interest rate | 1.80% | 1.80% | |||||||||
Repayments of long term debt | $ 190,000,000 | ||||||||||
Proceeds from Issuance of Debt | $ 10,000,000 | ||||||||||
2015 Credit Facilities | Revolving Credit Facility | LIBOR | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Variable rate basis | LIBOR | ||||||||||
Margin | 1.25% | ||||||||||
2015 Credit Facilities | Revolving Credit Facility | ABR | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Variable rate basis | Alternate | ||||||||||
Margin | 2.00% | ||||||||||
2015 Credit Facilities | Revolving Credit Facility | Euro | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Margin | 2.00% | ||||||||||
2015 Credit Facilities | Letter of Credit | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||||
Outstanding letters of credit | 2,000,000 | ||||||||||
2015 Credit Facilities | Same-day notice borrowings | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Maximum borrowing capacity | $ 40,000,000 | ||||||||||
2016 Credit Facility | Revolving Credit Facility | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Maximum borrowing capacity | $ 73,000,000 | ||||||||||
Interest rate | 1.70% | 1.70% | |||||||||
Proceeds from Issuance of Debt | $ 73,000,000 | ||||||||||
2016 Credit Facility | Revolving Credit Facility | LIBOR | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Variable rate basis | LIBOR | ||||||||||
Margin | 1.125% | ||||||||||
Margin when payments are overdue | 1.50% | ||||||||||
Chinese Credit Facility-BOA | People's Bank of China base rate | TripAdvisor's Chinese subsidiaries | |||||||||||
Debt Financing | |||||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||||
Debt Instrument Term | 1 year | ||||||||||
Interest rate | 4.35% | 4.35% | |||||||||
Debt instrument applicable percentage base rate | 100.00% | 100.00% | |||||||||
Chinese Credit Facility-BOA | Chinese credit facilities | |||||||||||
Debt Financing | |||||||||||
Line of Credit | $ 1,000,000 | ||||||||||
Chinese Credit Facility-JPM | People's Bank of China base rate | TripAdvisor's Chinese subsidiaries | |||||||||||
Debt Financing | |||||||||||
Debt instrument applicable percentage base rate | 100.00% | 100.00% | |||||||||
Chinese Credit Facility-JPM | Chinese credit facilities | |||||||||||
Debt Financing | |||||||||||
Line of Credit | $ 2,000,000 | ||||||||||
Chinese Credit Facility-JPM | Chinese credit facilities | TripAdvisor's Chinese subsidiaries | |||||||||||
Debt Financing | |||||||||||
Maximum borrowing capacity | ¥ 70,000,000 | $ 11,000,000 | ¥ 125,000,000 | ||||||||
Debt Instrument Term | 1 year | ||||||||||
Chinese Credit Facility-JPM | Chinese credit facilities | People's Bank of China base rate | TripAdvisor's Chinese subsidiaries | |||||||||||
Debt Financing | |||||||||||
Interest rate | 4.35% | 4.35% | |||||||||
Variable postpaid forward | |||||||||||
Debt Financing | |||||||||||
Long-term Debt, Gross | $ 260,000,000 | ||||||||||
Paid-in-Kind Interest | $ 1,000,000 | ||||||||||
Series A | Margin loan member | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Shares pledged as collateral under loan | shares | 18.2 | 18.2 | |||||||||
Share value | $ 1,147,000,000 | ||||||||||
Series B | Margin loan member | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Shares pledged as collateral under loan | shares | 12.8 | 12.8 | |||||||||
Share value | $ 809,000,000 | ||||||||||
Forward Contracts | Margin loan member | |||||||||||
Debt Financing | |||||||||||
Repayments of long term debt | 200,000,000 | ||||||||||
Payment of paid-in-kind interest | $ 29,000,000 | ||||||||||
Forward Contracts | Variable postpaid forward | |||||||||||
Debt Financing | |||||||||||
Derivative contract term | 4 years | ||||||||||
Total borrowings | $ 259,000,000 | ||||||||||
Accreted loan total at maturity | $ 272,000,000 | ||||||||||
Minimum | 2016 Credit Facility | Revolving Credit Facility | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Debt Instrument Term | 1 month | ||||||||||
Maximum | 2016 Credit Facility | Revolving Credit Facility | Trip Advisor | |||||||||||
Debt Financing | |||||||||||
Debt Instrument Term | 6 months |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Segments | |||||
Total revenues | $ 434 | $ 432 | $ 1,193 | $ 1,220 | |
Adjusted OIBDA | 111 | 123 | 281 | 357 | |
Total assets | 7,334 | 7,334 | $ 7,285 | ||
Capital expenditures | 58 | ||||
Trip Advisor | |||||
Segments | |||||
Total revenues | 421 | 415 | 1,164 | 1,183 | |
Adjusted OIBDA | 114 | 130 | 294 | 377 | |
Total assets | 7,256 | 7,256 | |||
Capital expenditures | 57 | ||||
Corporate and Other | |||||
Segments | |||||
Total revenues | 13 | 17 | 29 | 37 | |
Adjusted OIBDA | (3) | $ (7) | (13) | $ (20) | |
Total assets | $ 78 | 78 | |||
Capital expenditures | $ 1 |
Segment Information (Details)27
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Information | ||||
Consolidated segment Adjusted OIBDA | $ 111 | $ 123 | $ 281 | $ 357 |
Stock-based compensation | (24) | (21) | (68) | (60) |
Depreciation And amortization | (56) | (67) | (166) | (199) |
Interest expense | (5) | (7) | (20) | (20) |
Other, net | (1) | 13 | 4 | 16 |
Earnings (loss) before income taxes | $ 25 | $ 41 | $ 31 | $ 94 |