Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-36603 | |
Entity Registrant Name | LIBERTY TRIPADVISOR HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3337365 | |
Entity Address, Address Line One | 12300 Liberty Boulevard | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 875-5200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001606745 | |
Amendment Flag | false | |
Series A | ||
Title of 12(b) Security | Series A common stock | |
Trading Symbol | LTRPA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 72,146,830 | |
Series B | ||
Title of 12(b) Security | Series B common stock | |
Trading Symbol | LTRPB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 2,929,777 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 915 | $ 672 |
Accounts receivable and contract assets, net of allowance for doubtful accounts of $22 million and $21 million, respectively | 270 | 212 |
Other current assets | 127 | 48 |
Total current assets | 1,312 | 932 |
Property and equipment, net | 156 | 154 |
Intangible assets not subject to amortization: | ||
Goodwill | 2,441 | 2,443 |
Trademarks | 1,267 | 1,266 |
Intangible assets not subject to amortization | 3,708 | 3,709 |
Intangible assets subject to amortization, net | 280 | 311 |
Other assets, at cost, net of accumulated amortization | 177 | 118 |
Total assets | 5,633 | 5,224 |
Current liabilities: | ||
Deferred merchant and other payables | 360 | 179 |
Current portion of debt (note 5) | 269 | 220 |
Deferred revenue | 98 | 63 |
Accrued liabilities and other current liabilities | 183 | 151 |
Total current liabilities | 910 | 613 |
Long-term debt (note 5) | 224 | 267 |
Deferred income tax liabilities | 338 | 325 |
Other liabilities | 343 | 283 |
Total liabilities | 1,815 | 1,488 |
Equity | ||
Preferred stock, $.01 par value. Authorized 50,000,000 shares; no shares issued. | ||
Additional paid-in capital | 215 | 231 |
Accumulated other comprehensive earnings (loss), net of taxes | (30) | (29) |
Retained earnings | 135 | 133 |
Total stockholders' equity | 321 | 336 |
Noncontrolling interests in equity of subsidiaries | 3,497 | 3,400 |
Total equity | 3,818 | 3,736 |
Commitments and contingencies (note 7) | ||
Total liabilities and equity | 5,633 | 5,224 |
Series A | ||
Equity | ||
Common stock value | 1 | 1 |
Series B | ||
Equity | ||
Common stock value | ||
Series C | ||
Equity | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts receivables and contract assets, allowance for doubtful accounts | $ 22 | $ 21 |
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 | 72,146,830 | 72,146,903 |
Common stock, shares outstanding | 72,146,830 | 72,146,903 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Consolidated Statements of Operations | ||||
Total revenue, net | $ 422 | $ 433 | $ 798 | $ 811 |
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Operating costs and expenses: | ||||
Operating expense, including stock-based compensation (note 2) | $ 102 | $ 92 | $ 196 | $ 179 |
Selling, general and administrative, including stock-based compensation (note 2) | 228 | 266 | 452 | 509 |
Depreciation and amortization | 41 | 41 | 83 | 80 |
Total operating costs and expenses | 371 | 399 | 731 | 768 |
Operating income (loss) | 51 | 34 | 67 | 43 |
Other income (expense): | ||||
Interest expense | (6) | (6) | (11) | (12) |
Realized and unrealized gains (losses) on financial instruments, net | 5 | (42) | 6 | (65) |
Other, net | 4 | 8 | 1 | |
Total other income (expense) | 3 | (48) | 3 | (76) |
Earnings (loss) before income taxes | 54 | (14) | 70 | (33) |
Income tax (expense) benefit | (31) | (8) | (36) | (24) |
Net earnings (loss) | 23 | (22) | 34 | (57) |
Less net earnings (loss) attributable to the noncontrolling interests | 20 | 17 | 33 | 13 |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ 3 | $ (39) | $ 1 | $ (70) |
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ 0.04 | $ (0.52) | $ 0.01 | $ (0.93) |
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ 0.04 | $ (0.52) | $ 0.01 | $ (0.93) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Consolidated Statements of Comprehensive Earnings (Loss) | ||||
Net earnings (loss) | $ 23 | $ (22) | $ 34 | $ (57) |
Other comprehensive earnings (loss), net of taxes: | ||||
Foreign currency translation adjustments | (3) | (24) | (2) | (9) |
Other comprehensive earnings (loss) | (3) | (24) | (2) | (9) |
Comprehensive earnings (loss) | 20 | (46) | 32 | (66) |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 18 | (2) | 32 | 6 |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ 2 | $ (44) | $ 0 | $ (72) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net earnings (loss) | $ 34 | $ (57) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||
Depreciation and amortization | 83 | 80 |
Stock-based compensation | 63 | 63 |
Realized and unrealized (gains) losses on financial instruments, net | (6) | 65 |
Deferred income tax expense (benefit) | 12 | (6) |
Other charges (credits), net | 2 | (10) |
Changes in operating assets and liabilities | ||
Current and other assets | (62) | (74) |
Payables and other liabilities | 221 | 296 |
Net cash provided (used) by operating activities | 347 | 357 |
Cash flows from investing activities: | ||
Capital expended for property and equipment, including internal-use software and website development | (38) | (31) |
Purchases of short term investments and other marketable securities | (69) | (1) |
Sales and maturities of short term investments and other marketable securities | 20 | 50 |
Other investing activities, net | (23) | |
Net cash provided (used) by investing activities | (87) | (5) |
Cash flows from financing activities: | ||
Borrowings of debt | 114 | 7 |
Repayments of debt | (100) | (245) |
Shares repurchased by subsidiary | (100) | |
Payment of withholding taxes on net share settlements of equity awards | (26) | (18) |
Shares issued by subsidiary | 1 | 3 |
Other financing activities, net | (4) | |
Net cash provided (used) by financing activities | (15) | (353) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (2) | (9) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 243 | (10) |
Cash, cash equivalents and restricted cash at beginning of period | 672 | 695 |
Cash, cash equivalents and restricted cash at end of period | $ 915 | $ 685 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Equity - USD ($) $ in Millions | Series ACommon Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Earnings (Loss) | Retained Earnings | Noncontrolling Interest in Equity of Subsidiaries | Total |
Balance at beginning of the period at Dec. 31, 2017 | $ 1 | $ 250 | $ (23) | $ 196 | $ 3,329 | $ 3,753 |
Net earnings (loss) | (70) | 13 | (57) | |||
Other comprehensive earnings (loss) | (2) | (7) | (9) | |||
Stock-based compensation | 18 | 52 | 70 | |||
Shares repurchased by subsidiary | (20) | (80) | (100) | |||
Other, net | (24) | 1 | 12 | (11) | ||
Balance at end of the period at Jun. 30, 2018 | 1 | 224 | (25) | 127 | 3,319 | 3,646 |
Balance at beginning of the period at Mar. 31, 2018 | 1 | 240 | (20) | 166 | 3,361 | 3,748 |
Net earnings (loss) | (39) | 17 | (22) | |||
Other comprehensive earnings (loss) | (5) | (19) | (24) | |||
Stock-based compensation | 10 | 27 | 37 | |||
Shares repurchased by subsidiary | (18) | (72) | (90) | |||
Other, net | (8) | 5 | (3) | |||
Balance at end of the period at Jun. 30, 2018 | 1 | 224 | (25) | 127 | 3,319 | 3,646 |
Balance at beginning of the period at Dec. 31, 2018 | 1 | 231 | (29) | 133 | 3,400 | 3,736 |
Net earnings (loss) | 1 | 33 | 34 | |||
Other comprehensive earnings (loss) | (1) | (1) | (2) | |||
Stock-based compensation | 18 | 53 | 71 | |||
Withholding taxes on net share settlements of stock-based compensation | (27) | (27) | ||||
Other, net | (7) | 1 | 12 | 6 | ||
Balance at end of the period at Jun. 30, 2019 | 1 | 215 | (30) | 135 | 3,497 | 3,818 |
Balance at beginning of the period at Mar. 31, 2019 | 1 | 216 | (29) | 132 | 3,443 | 3,763 |
Net earnings (loss) | 3 | 20 | 23 | |||
Other comprehensive earnings (loss) | (1) | (2) | (3) | |||
Stock-based compensation | 9 | 29 | 38 | |||
Withholding taxes on net share settlements of stock-based compensation | (4) | (4) | ||||
Other, net | (6) | 7 | 1 | |||
Balance at end of the period at Jun. 30, 2019 | $ 1 | $ 215 | $ (30) | $ 135 | $ 3,497 | $ 3,818 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
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”) (subsequently renamed Qurate Retail, Inc. (“Qurate Retail”)) authorized a plan to distribute to the stockholders of Liberty’s then-outstanding Liberty Ventures common stock shares of a wholly-owned subsidiary, Liberty TripAdvisor Holdings, Inc. (“TripCo,” “Consolidated TripCo,” the “Company,” “we,” “our” or “us,” unless the context otherwise requires) (the “TripCo Spin-Off”). TripCo does not have any operations outside of its controlling interest in its subsidiary TripAdvisor, Inc. (“TripAdvisor”). TripAdvisor’s financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points. The accompanying (a) condensed consolidated balance sheet as of December 31, 2018, 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, 2018 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 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 and (ii) accounting for income taxes to be its most significant estimates. Spin-Off of TripCo from Liberty Following the TripCo Spin-Off, Qurate Retail and TripCo operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. In connection with the TripCo 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 TripCo 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 TripCo Spin-Off, certain conditions to the TripCo Spin-Off and provisions governing the relationship between TripCo and Qurate Retail with respect to and resulting from the TripCo 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 Qurate Retail and TripCo and other agreements related to tax matters. Pursuant to the tax sharing agreement, TripCo has agreed to indemnify Qurate Retail, subject to certain limited exceptions, for losses and taxes resulting from the TripCo 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 TripCo Spin-Off). Under these agreements, approximately $1 million was reimbursable to Liberty Media for both of the three months ended June 30, 2019 and 2018, and approximately $2 million was reimbursable to Liberty Media for both the six months ended June 30, 2019 and 2018. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | (2) Stock-Based Compensation TripCo Incentive Plans TripCo has granted to certain of its directors and employees restricted stock units (“RSUs”) and stock options to purchase shares of TripCo common stock (collectively, “Awards”). TripCo measures the cost of employee services received in exchange for an equity classified Award based on the grant-date fair value (“GDFV”) 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 GDFV for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards using the Black-Scholes-Merton 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 common 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 Six months ended June 30, June 30, 2019 2018 2019 2018 amounts in millions Operating expense $ 15 14 27 26 Selling, general and administrative expense 18 19 36 37 $ 33 33 63 63 Stock-based compensation expense related to TripAdvisor was $32 million and $31 million for the three months ended June 30, 2019 and 2018, respectively, and $60 million and $61 million for the six months ended June 30, 2019 and 2018, respectively. TripCo - Outstanding Awards The following tables present 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 contractual 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, 2019 570 $ 15.40 Granted — $ — Exercised — $ — Forfeited/Cancelled (1) $ 28.08 Outstanding at June 30, 2019 569 $ 15.38 2.8 $ — Exercisable at June 30, 2019 510 $ 14.90 2.4 $ — Weighted average remaining Aggregate contractual intrinsic Series B WAEP life value in thousands in years in millions Outstanding at January 1, 2019 1,797 $ 27.83 Granted 27 $ 14.28 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at June 30, 2019 1,824 $ 27.63 5.5 $ — Exercisable at June 30, 2019 899 $ 27.83 5.5 $ — During the six months ended June 30, 2019, TripCo granted 27 thousand options to purchase shares of Series B TripCo common stock and 35 thousand performance-based RSUs of Series B TripCo common stock to our CEO. Such options had a GDFV of $6.41 per share. The RSUs had a GDFV of $14.17 per share at the time they were granted. The options vest on December 31, 2019, and the RSUs cliff vest in one year, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period. There were no options to purchase shares of Series A common stock granted during the six months ended June 30, 2019. As of June 30, 2019, the total unrecognized compensation cost related to unvested Awards was approximately $3 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately one year. As of June 30, 2019, 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, 2019 6,041 $ 54.00 Granted 675 $ 53.31 Exercised (160) $ 42.41 Cancelled or expired (209) $ 60.83 Outstanding at June 30, 2019 6,347 $ 54.00 6.3 $ 20 Exercisable at June 30, 2019 3,516 $ 60.19 4.5 $ 7 The weighted average GDFV of options granted was $21.80 for the six months ended June 30, 2019. As of June 30, 2019, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $41 million and will be recognized over a weighted average period of approximately 2.9 years. The total intrinsic value of stock options exercised was $2 million and $6 million for the six months ended June 30, 2019 and 2018, respectively. Additionally, during the six months ended June 30, 2019, TripAdvisor granted 2.7 million of primarily service-based restricted stock units (“RSUs”) and market-based restricted stock units (“MSUs”) under the 2018 Stock and Annual Incentive Plan. The RSUs’ fair value was measured based on the quoted price of TripAdvisor common stock at the date of grant. As the MSUs provide for vesting based upon TripAdvisor’s total shareholder return, or “TSR,” performance, the potential outcomes of future stock prices and TSR of TripAdvisor and the Nasdaq Composite Total Return Index, was used to calculate the GDFV of these awards. The weighted average GDFV for RSUs and MSUs granted during the six months ended June 30, 2019 was $53.50 per share. As of June 30, 2019, the total unrecognized compensation cost related to TripAdvisor RSUs and MSUs was approximately $292 million and will be recognized over a weighted average period of approximately 2.8 years. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share (EPS) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings (Loss) Per Common Share (EPS) | |
Earnings (Loss) Per Common Share (EPS) | (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 (“WASO”) 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 both the three and six months ended June 30, 2019 and 2018 are 2 million potential common shares, because their inclusion would be antidilutive. Liberty TripAdvisor Holdings Common Stock Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 number of shares in millions Basic WASO 75 75 75 75 Potentially dilutive shares — — — — Diluted WASO 75 75 75 75 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
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 material 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: June 30, 2019 December 31, 2018 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 $ 43 43 — 145 140 5 Marketable securities $ 65 — 65 15 — 15 Variable postpaid forward $ 25 — 25 20 — 20 On June 6, 2016, TripCo entered into a variable postpaid forward transaction with a financial institution with respect to 7 million shares of TripAdvisor common stock 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 other current assets in the accompanying condensed consolidated balance sheets. The fair value of Level 2 cash equivalents and marketable securities were obtained from pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Marketable securities are included in other current assets and other assets in the accompanying condensed consolidated balance sheets. 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 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 debt bears interest at a variable rate and therefore is also considered to approximate fair value. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt | |
Debt | (5) Debt Outstanding debt at June 30, 2019 and December 31, 2018 is summarized as follows: June 30, December 31, 2019 2018 amounts in millions TripCo margin loans 225 220 TripCo variable postpaid forward 269 267 TripAdvisor Credit Facilities — — Deferred financing costs (1) — Total consolidated TripCo debt $ 493 487 Debt classified as current (269) (220) Total long-term debt $ 224 267 TripCo Margin Loans and Variable Postpaid Forward 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 will be approximately $272 million. On June 23, 2016, TripCo amended the terms of two margin loan agreements with respect to borrowings of $200 million. On November 7, 2017, pursuant to another amendment to the margin loan agreements, interest on the margin loans accrued at a rate of 2.4% plus LIBOR per year. During June of 2019, the outstanding borrowings of $200 million in principal and $22 million of paid in kind interest were repaid with proceeds from the 2019 Margin Loan (defined below). Based on the lenders involved in the original margin loan agreements and the 2019 Margin Loan, half of the repayment of the original margin loans was accounted for as a modification of debt and half was accounted for as an extinguishment of debt. On June 10, 2019, a wholly owned subsidiary of TripCo (“Borrower”) entered into a margin loan agreement which includes borrowings of $225 million under a term loan and an additional $25 million available until June 10, 2020 under a delayed draw term loan (collectively, the “2019 Margin Loan”). Common Stock of TripAdvisor is pledged as collateral pursuant to this agreement. The agreement contains language that indicates that Borrower, as 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 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 agreement indicates 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 agreement. The agreement also contains certain restrictions related to additional indebtedness and margin calls. The initial margin call would require the outstanding balance to be reduced to $125 million if at any time the closing price per share of TripAdvisor common stock were to fall below a certain minimum value. Borrowings under the 2019 Margin Loan bear interest at a rate of 2.0% plus LIBOR per annum. In addition, TripCo is required to pay a quarterly commitment fee of 0.75% per annum based on the daily unused amount of the 2019 Margin Loan. Interest and commitment fees can be paid in kind or in cash at the election of TripCo. The Company expects that interest and commitment fees will be paid in kind and added to the principal amount of the 2019 Margin Loan. The maturity date of the 2019 Margin Loan is June 10, 2022. The 2019 Margin Loan contains various affirmative and negative covenants that restrict the activities of the borrower. The loan agreement does not include any financial covenants. During the six months ended June 30, 2019, TripCo recorded less than $1 million and $2 million of non-cash interest related to the 2019 Margin Loan and variable postpaid forward, respectively. As of June 30, 2019, 18.2 million shares of TripAdvisor Common Stock, with a value of approximately $841 million, were pledged as collateral pursuant to the 2019 Margin Loan agreement and variable postpaid forward. TripAdvisor Credit Facilities TripAdvisor is party to a credit agreement, with a group of lenders, which, among other things, provides for a $1.2 billion unsecured revolving credit facility (the “2015 Credit Facility”) with a maturity date of May 12, 2022. Borrowings under the 2015 Credit Facility generally bear interest, at TripAdvisor’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBOR for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to 2.00%, based on TripAdvisor’s leverage ratio; or (ii) the Alternate Base Rate Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBOR (or LIBOR multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%; in addition to an applicable margin ranging from 0.25% to 1.00%, based on TripAdvisor’s leverage ratio. TripAdvisor may borrow from the 2015 Credit Facility in U.S. dollars, Euros and British pound sterling. In addition, TripAdvisor’s 2015 Credit Facility includes $15 million of borrowing capacity available for letters of credit and $40 million for Swing Line borrowings on same-day notice. As of June 30, 2019, TripAdvisor had issued $3 million of outstanding letters of credit under the 2015 Credit Facility. TripAdvisor is also required to pay a quarterly commitment fee, at an applicable rate ranging from 0.15% to 0.30%, on the daily unused portion of the revolving credit facility for each fiscal quarter and additional fees in connection with the issuance of letters of credit. As of June 30, 2019, TripAdvisor’s unused revolver capacity was subject to a commitment fee of 0.15%, given TripAdvisor’s leverage ratio. As of both June 30, 2019 and December 31, 2018, TripAdvisor had no outstanding borrowings under the 2015 Credit Facility. During the six months ended June 30, 2018, TripAdvisor made a net repayment of $230 million on the 2015 Credit Facility. These net repayments were primarily made from a one-time cash repatriation of $325 million of foreign earnings to the United States during the first quarter of 2018. There is no specific repayment date prior to the maturity date for any borrowings under this credit agreement. 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. Additionally, TripAdvisor believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, TripAdvisor classifies any borrowings under this facility as long-term debt. 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 its 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. TripAdvisor also maintains two credit facilities in China (jointly, the “TripAdvisor Chinese Credit Facilities”) as of June 30, 2019. TripAdvisor’s Chinese subsidiary is party to a $30 million, one-year revolving credit facility with Bank of America that is currently subject to review on a periodic basis with no specific expiration period. TripAdvisor is also party to a RMB 70,000,000 (approximately $10 million) one-year revolving credit facility with J.P. Morgan Chase Bank. TripAdvisor’s Chinese Credit Facilities generally bear interest at a rate based on the People’s Bank of China benchmark, including certain adjustments which may be made in accordance with market conditions at the time of borrowing. As of June 30, 2019 and December 31, 2018, there were no outstanding borrowings under the TripAdvisor Chinese Credit Facilities. Debt Covenants As of June 30, 2019, the Company and TripAdvisor were in compliance with their respective debt covenants. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Leases | (6) Leases In February 2016 and subsequently, the Financial Accounting Standards Board (“FASB”) issued new guidance which revises the accounting for leases (“ASC 842”). Under the new guidance, entities that lease assets are required to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases regardless of whether they are classified as finance or operating leases. In addition, new disclosures are required to meet the objective of enabling users of the financial statements to better understand the amount, timing, and uncertainty of cash flows arising from leases. We adopted ASC 842 on January 1, 2019 and elected the optional transition method that allowed for a cumulative-effect adjustment in the period of adoption. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported under the accounting standards in effect for those periods. We elected the following practical expedients available in transition upon adoption of ASC 842 and accounting policy updates: 1) the “practical expedients package of three”, which allows us to not reassess the following: a) whether any expired or existing contracts are or contain a lease as of the adoption date, b) the lease classification of any expired or existing leases as of the adoption date; and c) the accounting treatment for initial direct costs for existing leases as of the adoption date; 2) the “short-term lease recognition exemption”, which allows entities to forego recognition of right-of-use (“ROU”) assets and lease liabilities for leases with a lease term of twelve months or less and which also do not include an option to renew the lease term that the entity is reasonably certain to exercise; 3) elect by asset class as an accounting policy, to combine lease and non-lease components as a single component and subsequently account for the combined single component as the lease component; and 4) apply the portfolio approach to similar types of leases where the Company does not reasonably expect the outcome to differ materially from applying the new guidance to individual leases. TripAdvisor’s lease contracts contain both lease and non-lease components. TripAdvisor accounts separately for the lease and non-lease components of office space leases and certain other leases, such as data center leases. However, for certain categories of equipment leases, such as network equipment and others, TripAdvisor accounts for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases that have similar characteristics, TripAdvisor applies a portfolio approach to effectively account for operating lease ROU assets and lease liabilities, hence TripAdvisor does not expect the outcome to differ materially from applying the new guidance to individual leases. The adoption of ASC 842 did not have a material impact to our consolidated statement of operations and statement of cash flows during the three and six months ended June 30, 2019. The effect of the adoption on our unaudited condensed consolidated balance sheet as of January 1, 2019 from the adoption of ASC 842 is as follows: Balance at December 31, 2018 Adjustments due to ASC 842 Balance at January 1, 2019 in millions Assets: Other current assets $ 48 (3) 45 Property and equipment, net $ 154 8 162 Other assets, at cost, net of accumulated amortization $ 118 73 191 Liabilities: Accrued liabilities and other current liabilities $ 151 21 172 Deferred income tax liabilities $ 325 1 326 Other liabilities $ 283 53 336 Retained earnings $ 133 1 134 Noncontrolling interests in equity of subsidiaries $ 3,400 2 3,402 Operating Leases TripAdvisor leases office space in a number of countries around the world under non-cancelable lease agreements. TripAdvisor’s office space leases, exclusive of its Corporate Headquarters Lease, are operating leases. Operating lease ROU assets and liabilities are recognized at the lease commencement date, or the date the lessor makes the leased asset available for use, based on the present value of the lease payments over the lease term using TripAdvisor’s estimated incremental borrowing rate. TripAdvisor’s office space operating leases expire at various dates with the latest maturity in June 2027. Certain leases include options to extend the lease term for up to 6 years and/or terminate the leases within 1 year, which TripAdvisor includes in the lease terms if it is reasonably certain to exercise these options. Finance Lease In June 2013, TripAdvisor entered into its Corporate Headquarters Lease and pursuant to that lease, the landlord built an approximately 280,000 square foot rental building in Needham, Massachusetts (the “Premises”) and leased the Premises to TripAdvisor as its new corporate headquarters for an initial term of 15 years and 7 months or through December 2030. TripAdvisor also has an option to extend the term of the Corporate Headquarters Lease for two consecutive terms of five years each. As required under the transition guidance in ASC 842, TripAdvisor assessed the lease classification for its Corporate Headquarters Lease and concluded it should be classified and accounted for as a finance lease upon adoption on January 1, 2019. Accordingly, on January 1, 2019, TripAdvisor derecognized the previous assets and liabilities associated with the Corporate Headquarters Lease’s previous build-to-suit designation, with the exception of prepaid rent, as discussed below, and recognized an ROU asset and a finance lease liability of $114 million and $88 million, respectively, on its condensed consolidated balance sheet. The difference between the finance lease ROU asset and finance lease liability consists of net assets and liabilities of $26 million, primarily related to structural improvements paid by TripAdvisor, net of tenant incentives and accumulated amortization, which is classified as net prepaid rent under the new guidance. Finance lease ROU assets and finance lease liabilities commencing after January 1, 2019 are recognized similar to an operating lease, at the lease commencement date or the date the lessor makes the leased asset available for use. Finance lease ROU assets are generally amortized on a straight-line basis over the lease term, and the carrying amount of the finance lease liabilities are (1) accreted to reflect interest using the incremental borrowing rate if the rate implicit in the lease is not readily determinable, and (2) reduced to reflect lease payments made during the period. Amortization expense for finance lease ROU assets and interest accretion on finance lease liabilities are recorded to depreciation and interest expense, respectively, in the condensed consolidated statements of operations. The components of lease expense during the three and six months ended June 30, 2019 were as follows: Three months ended Six months ended June 30, 2019 June 30, 2019 in millions Operating lease cost (1) $ 6 12 Finance lease cost: Amortization of right-of-use assets (2) $ 2 5 Interest on lease liabilities (3) 1 2 Total finance lease cost $ 3 7 Sublease income (1) (1) (2) Total lease cost, net $ 8 17 (1) Included in operating expense, including stock-based compensation in the condensed consolidated statement of operations. (2) Included in depreciation expense in the condensed consolidated statement of operations. (3) Included in interest expense in the condensed consolidated statement of operations. Supplemental balance sheet information related to leases is as follows: June 30, 2019 in millions Operating leases: Operating lease right-of-use assets (1) $ 75 Current operating lease liabilities (2) $ 18 Operating lease liabilities (3) 67 Total operating lease liabilities $ 85 Finance Lease: Finance lease right-of-use assets (4) $ 110 Current finance lease liabilities (2) $ 5 Finance lease liabilities (3) 80 Total finance lease liabilities $ 85 (1) Included in other assets, at cost, net of accumulated amortization in the condensed consolidated balance sheet. (2) Included in accrued liabilities and other current liabilities in the condensed consolidated balance sheet. (3) Included in other liabilities in the condensed consolidated balance sheet. (4) Included in property and equipment, net in the condensed consolidated balance sheet . Additional information related to leases is as follows for the periods presented: Six months ended June 30, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 14 Operating cash outflows from finance lease $ 2 Financing cash outflows from finance lease $ 3 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 97 Finance lease $ 88 As of June 30, 2019 Weighted-average remaining lease term Operating leases 4.8 years Finance lease 11.5 years Weighted-average discount rate Operating leases 4.32% Finance lease 4.49% Future lease payments under non-cancellable leases as of June 30, 2019 were as follows: Operating Leases Finance Lease in millions Remainder of 2019 $ 10 4 2020 21 9 2021 20 10 2022 19 10 2023 12 10 Thereafter 12 67 Total future lease payments $ 94 110 Less: imputed interest (9) (25) Total $ 85 85 As of June 30, 2019, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations for us. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | (7) Commitments and Contingencies Litigation In the ordinary course of business, the Company and its subsidiaries are parties to legal proceedings and claims arising out of our operations. These matters may relate to claims involving alleged infringement of third-party intellectual property rights, defamation, taxes, regulatory compliance 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 | 6 Months Ended |
Jun. 30, 2019 | |
Segment Information | |
Segment Information | (8) Segment Information TripCo, through its ownership interests in TripAdvisor, is primarily engaged in the online commerce industries. TripCo identifies its reportable segments as (A) those operating segments that represent 10% or more of its consolidated annual revenue, annual adjusted operating income before depreciation and amortization (“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. During the first quarter of 2019, as part of a continuous review of our business, we realigned our reportable segment information which our chief operating decision maker, or CODM, regularly assesses to evaluate performance for operating decision-making purposes, including evaluation and allocation of resources. The revised segment reporting structure includes the following reportable segments: (1) Hotels, Media & Platform; and (2) Experiences & Dining. All prior period segment disclosure information has been reclassified to conform to the current reporting structure in this Form 10-Q. These reclassifications had no effect on our condensed consolidated financial statements in any period. 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. Beginning in the first quarter of 2019, we have identified the following as reportable segments: ● Hotels, Media & Platform – includes the following revenue sources: (1) TripAdvisor-branded hotels revenue – primarily consisting of TripAdvisor-branded hotel metasearch auction-based revenue, transaction revenue from TripAdvisor’s hotel instant booking feature, subscription-based advertising revenue and hotel sponsored placements advertising revenue; and (2) TripAdvisor-branded display and platform revenue – consisting of TripAdvisor-branded display-based revenue. All direct general and administrative costs are included in the applicable business, however, all corporate general and administrative costs are included in the Hotels, Media & Platform reportable segment. In addition, the Hotels, Media & Platform reportable segment includes all TripAdvisor-related brand advertising expenses (primarily television advertising) and technical infrastructure and other costs supporting the TripAdvisor platform. ● Experiences & Dining – TripAdvisor provides information and services for consumers to research, book and experience activities and attractions in popular travel destinations both through Viator, TripAdvisor’s dedicated Experiences business, and on TripAdvisor’s website and mobile apps. TripAdvisor generates commissions for each booking transaction it facilitates through its online reservation system. TripAdvisor also provides information and services for consumers to research and book restaurants in popular travel destinations through its dedicated restaurant reservations business, TheFork, and on TripAdvisor-branded websites and mobile apps. TripAdvisor’s accounting policies 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, 2018. Performance Measures TripAdvisor disaggregates revenue from contracts with customers into major products/revenue sources. TripAdvisor has determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue is recognized primarily at a point in time for all reported segments. Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 amounts in millions Hotels, Media & Platform TripAdvisor-branded hotels $ 211 231 $ 427 447 TripAdvisor-branded display and platform 43 41 81 77 Total Hotels, Media & Platform 254 272 508 524 Experiences & Dining 125 98 206 161 Corporate and other 43 63 84 126 Total Revenue $ 422 433 $ 798 811 The following table provides information about the opening and closing balances of accounts receivable and contract assets from contracts with customers: June 30, 2019 December 31, 2018 amounts in millions Accounts receivable $ 261 205 Contract assets 9 7 Total $ 270 212 Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that TripAdvisor has transferred to a customer when that right is conditional on something other than the passage of time, such as commission payments that are contingent upon the completion of the service by the principal in the transaction. Contract liabilities generally include payments received in advance of performance under the contract, and are realized as revenue as the performance obligation to the customer is satisfied, which TripAdvisor presents as deferred revenue on its consolidated balance sheets. As of January 1, 2019, TripAdvisor had $63 million recorded as deferred revenue on its condensed consolidated balance sheet, of which $12 million and $46 million was recognized into revenue during the three and six months ended June 30, 2019, respectively. As of January 1, 2018, TripAdvisor had $59 million recorded as deferred revenue on its unaudited condensed consolidated balance sheet, of which $13 million and $45 million was recognized in revenue during the three and six months ended June 30, 2018, respectively. The difference between the opening and closing balances of TripAdvisor’s deferred revenue primarily results from the timing differences between when TripAdvisor receives customer payments and the time in which TripAdvisor satisfies its performance obligations. The difference between the opening and closing balances of TripAdvisor’s contract assets primarily results from the timing difference between when TripAdvisor satisfies its performance obligations and the time when the principal completes the service in the transaction. There were no significant changes in contract assets or deferred revenue during the six months ended June 30, 2019 and 2018 related to business combinations, impairments, cumulative catch-ups or other material adjustments. TripCo defines Adjusted OIBDA, a non-GAAP measure, as revenue less operating expenses, and selling, general and administrative expenses (excluding stock-based compensation), adjusted for specifically identified non-recurring transactions. TripCo believes this measure is an important indicator of the operational strength and performance of its businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. 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, equity settled liabilities (including 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. Adjusted OIBDA is summarized as follows: Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 amounts in millions Hotels, Media & Platforms $ 108 85 212 162 Experiences & Dining 7 16 (17) 12 Corporate and other 10 7 18 12 Consolidated TripCo $ 125 108 213 186 In addition, we do not report assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. The following table provides a reconciliation of Consolidated segment Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: Three months ended Six months June 30, ended June 30, 2019 2018 2019 2018 amounts in millions Consolidated segment Adjusted OIBDA $ 125 108 213 186 Stock-based compensation (33) (33) (63) (63) Depreciation and amortization (41) (41) (83) (80) Operating income (loss) 51 34 67 43 Interest expense (6) (6) (11) (12) Realized and unrealized gain (losses) on financial instruments, net 5 (42) 6 (65) Other, net 4 — 8 1 Earnings (loss) before income taxes $ 54 (14) 70 (33) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of stock-based compensation expense | Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 amounts in millions Operating expense $ 15 14 27 26 Selling, general and administrative expense 18 19 36 37 $ 33 33 63 63 |
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, 2019 570 $ 15.40 Granted — $ — Exercised — $ — Forfeited/Cancelled (1) $ 28.08 Outstanding at June 30, 2019 569 $ 15.38 2.8 $ — Exercisable at June 30, 2019 510 $ 14.90 2.4 $ — |
Series B | |
Schedule of stock-based compensation activity | Weighted average remaining Aggregate contractual intrinsic Series B WAEP life value in thousands in years in millions Outstanding at January 1, 2019 1,797 $ 27.83 Granted 27 $ 14.28 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at June 30, 2019 1,824 $ 27.63 5.5 $ — Exercisable at June 30, 2019 899 $ 27.83 5.5 $ — |
TripAdvisor | |
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, 2019 6,041 $ 54.00 Granted 675 $ 53.31 Exercised (160) $ 42.41 Cancelled or expired (209) $ 60.83 Outstanding at June 30, 2019 6,347 $ 54.00 6.3 $ 20 Exercisable at June 30, 2019 3,516 $ 60.19 4.5 $ 7 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (EPS) (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings (Loss) Per Common Share (EPS) | |
Reconciliation of Basic and Diluted Weighted Average Shares | Liberty TripAdvisor Holdings Common Stock Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 number of shares in millions Basic WASO 75 75 75 75 Potentially dilutive shares — — — — Diluted WASO 75 75 75 75 |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | June 30, 2019 December 31, 2018 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 $ 43 43 — 145 140 5 Marketable securities $ 65 — 65 15 — 15 Variable postpaid forward $ 25 — 25 20 — 20 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt | |
Schedule of outstanding debt | June 30, December 31, 2019 2018 amounts in millions TripCo margin loans 225 220 TripCo variable postpaid forward 269 267 TripAdvisor Credit Facilities — — Deferred financing costs (1) — Total consolidated TripCo debt $ 493 487 Debt classified as current (269) (220) Total long-term debt $ 224 267 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Schedule of impact of adoption of ASC 842 | Balance at December 31, 2018 Adjustments due to ASC 842 Balance at January 1, 2019 in millions Assets: Other current assets $ 48 (3) 45 Property and equipment, net $ 154 8 162 Other assets, at cost, net of accumulated amortization $ 118 73 191 Liabilities: Accrued liabilities and other current liabilities $ 151 21 172 Deferred income tax liabilities $ 325 1 326 Other liabilities $ 283 53 336 Retained earnings $ 133 1 134 Noncontrolling interests in equity of subsidiaries $ 3,400 2 3,402 |
Components of lease expense | Three months ended Six months ended June 30, 2019 June 30, 2019 in millions Operating lease cost (1) $ 6 12 Finance lease cost: Amortization of right-of-use assets (2) $ 2 5 Interest on lease liabilities (3) 1 2 Total finance lease cost $ 3 7 Sublease income (1) (1) (2) Total lease cost, net $ 8 17 (1) Included in operating expense, including stock-based compensation in the condensed consolidated statement of operations. (2) Included in depreciation expense in the condensed consolidated statement of operations. (3) Included in interest expense in the condensed consolidated statement of operations. |
Schedule of supplemental balance sheet and cash flow information related to leases | Supplemental balance sheet information related to leases is as follows: June 30, 2019 in millions Operating leases: Operating lease right-of-use assets (1) $ 75 Current operating lease liabilities (2) $ 18 Operating lease liabilities (3) 67 Total operating lease liabilities $ 85 Finance Lease: Finance lease right-of-use assets (4) $ 110 Current finance lease liabilities (2) $ 5 Finance lease liabilities (3) 80 Total finance lease liabilities $ 85 (1) Included in other assets, at cost, net of accumulated amortization in the condensed consolidated balance sheet. (2) Included in accrued liabilities and other current liabilities in the condensed consolidated balance sheet. (3) Included in other liabilities in the condensed consolidated balance sheet. (4) Included in property and equipment, net in the condensed consolidated balance sheet . Additional information related to leases is as follows for the periods presented: Six months ended June 30, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 14 Operating cash outflows from finance lease $ 2 Financing cash outflows from finance lease $ 3 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 97 Finance lease $ 88 |
Schedule of weighted-average lease term and discount rate | As of June 30, 2019 Weighted-average remaining lease term Operating leases 4.8 years Finance lease 11.5 years Weighted-average discount rate Operating leases 4.32% Finance lease 4.49% |
Schedule of operating lease maturities | Operating Leases Finance Lease in millions Remainder of 2019 $ 10 4 2020 21 9 2021 20 10 2022 19 10 2023 12 10 Thereafter 12 67 Total future lease payments $ 94 110 Less: imputed interest (9) (25) Total $ 85 85 |
Schedule of finance lease maturities | Operating Leases Finance Lease in millions Remainder of 2019 $ 10 4 2020 21 9 2021 20 10 2022 19 10 2023 12 10 Thereafter 12 67 Total future lease payments $ 94 110 Less: imputed interest (9) (25) Total $ 85 85 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Information | |
Schedule of disaggregation of revenue | Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 amounts in millions Hotels, Media & Platform TripAdvisor-branded hotels $ 211 231 $ 427 447 TripAdvisor-branded display and platform 43 41 81 77 Total Hotels, Media & Platform 254 272 508 524 Experiences & Dining 125 98 206 161 Corporate and other 43 63 84 126 Total Revenue $ 422 433 $ 798 811 |
Schedule of contract balances | June 30, 2019 December 31, 2018 amounts in millions Accounts receivable $ 261 205 Contract assets 9 7 Total $ 270 212 |
Schedule of performance measures | Three months ended Six months ended June 30, June 30, 2019 2018 2019 2018 amounts in millions Hotels, Media & Platforms $ 108 85 212 162 Experiences & Dining 7 16 (17) 12 Corporate and other 10 7 18 12 Consolidated TripCo $ 125 108 213 186 |
Reconciliation of consolidated Adjusted OIBDA to operating income and earnings (loss) before income taxes | Three months ended Six months June 30, ended June 30, 2019 2018 2019 2018 amounts in millions Consolidated segment Adjusted OIBDA $ 125 108 213 186 Stock-based compensation (33) (33) (63) (63) Depreciation and amortization (41) (41) (83) (80) Operating income (loss) 51 34 67 43 Interest expense (6) (6) (11) (12) Realized and unrealized gain (losses) on financial instruments, net 5 (42) 6 (65) Other, net 4 — 8 1 Earnings (loss) before income taxes $ 54 (14) 70 (33) |
Basis of Presentation - Descrip
Basis of Presentation - Description of Business (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Liberty Media | ||||
Related Party Transaction, Amounts of Transaction | $ 1 | $ 1 | $ 2 | $ 2 |
Stock-Based Compensation - Trip
Stock-Based Compensation - TripCo Incentive Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 33 | $ 33 | $ 63 | $ 63 |
Operating expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 15 | 14 | 27 | 26 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 18 | 19 | 36 | 37 |
TripAdvisor | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 32 | $ 31 | $ 60 | $ 61 |
Stock-Based Compensation - Tr_2
Stock-Based Compensation - TripCo Outstanding Awards (Details) - 2014 Plan $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Stock-Based Compensation | |
Dividend rate | 0.00% |
Additional disclosures | |
Unvested value not yet recognized | $ | $ 3 |
Weighted average period the unrecognized compensation cost will be recognized | 1 year |
Common Stock, Capital Shares Reserved for Future Issuance | 2,400,000 |
Series A | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning balance | 570,000 |
Granted | 0 |
Cancelled or expired | (1,000) |
Outstanding ending balance | 569,000 |
Options exercisable | 510,000 |
WAEP | |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 15.40 |
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | $ / shares | 28.08 |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | 15.38 |
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | $ 14.90 |
Weighted average remaining contractual term outstanding | 2 years 9 months 18 days |
Weighted average remaining contractual term exercisable | 2 years 4 months 24 days |
Series B | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning balance | 1,797,000 |
Granted | 27,000 |
Outstanding ending balance | 1,824,000 |
Options exercisable | 899,000 |
WAEP | |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 27.83 |
Weighted average exercise price, options granted (in dollars per share) | $ / shares | 14.28 |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | 27.63 |
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | $ 27.83 |
Weighted average remaining contractual term outstanding | 5 years 6 months |
Weighted average remaining contractual term exercisable | 5 years 6 months |
Series B | Stock Options | CEO | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Granted | 27,000 |
Additional disclosures | |
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 6.41 |
Series B | Restricted Stock Units (RSUs) | CEO | |
Additional disclosures | |
RSUs granted | 35,000 |
Weighted average grant date fair value, granted during period RSUs (in dollars per share) | $ / shares | $ 14.17 |
Vesting period | 1 year |
Stock-Based Compensation - Tr_3
Stock-Based Compensation - TripAdvisor Awards (Details) - TripAdvisor - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
2018 Plan | RSUs and MSUs | ||
Additional disclosures | ||
Weighted average period the unrecognized compensation cost will be recognized | 2 years 9 months 18 days | |
RSUs and MSUs granted (in shares) | 2,700 | |
Weighted average exercise price, grant date fair value (in dollars per share) | $ 53.50 | |
Unrecognized compensation cost, unvested RSUs and MSUs | $ 292 | |
2011 and 2018 Plans | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning balance | 6,041 | |
Granted | 675 | |
Exercised | (160) | |
Cancelled or expired | (209) | |
Outstanding ending balance | 6,347 | |
Options exercisable | 3,516 | |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $ 54 | |
Weighted average exercise price, options granted (in dollars per share) | 53.31 | |
Weighted average exercise price, options exercised (in dollars per share) | 42.41 | |
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | 60.83 | |
Weighted average exercise price, options outstanding (in dollars per share) | 54 | |
Weighted average exercise price, options exercisable (in dollars per share) | $ 60.19 | |
Weighted average remaining contractual term outstanding | 6 years 3 months 18 days | |
Weighted average remaining contractual term exercisable | 4 years 6 months | |
Outstanding, aggregate intrinsic value | $ 20 | |
Exercisable, aggregate intrinsic value | $ 7 | |
Weighted average grant date fair value, options (in dollars per share) | $ 21.80 | |
Additional disclosures | ||
Unrecognized compensation cost, unvested options (in dollars) | $ 41 | |
Weighted average period the unrecognized compensation cost will be recognized | 2 years 10 months 24 days | |
Stock options exercised intrinsic value | $ 2 | $ 6 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (EPS) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings (Loss) Per Common Share (EPS) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2 | 2 | 2 | 2 |
Basic WASO (In Shares) | 75 | 75 | 75 | 75 |
Diluted WASO (In Shares) | 75 | 75 | 75 | 75 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Details) shares in Millions, $ in Millions | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 23, 2016USD ($) | Jun. 06, 2016$ / itemshares |
Forward Contracts | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Forward Contract Shares indexed | shares | 7 | |||
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 | $ 43 | $ 145 | ||
Marketable securities | 65 | 15 | ||
Recurring | Variable postpaid forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Asset | 25 | 20 | ||
Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 43 | 140 | ||
Recurring | Level 2 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 5 | |||
Marketable securities | 65 | 15 | ||
Recurring | Level 2 | Variable postpaid forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Asset | $ 25 | $ 20 |
Debt (Details)
Debt (Details) shares in Millions | Jun. 10, 2019USD ($) | Nov. 07, 2017 | Jun. 23, 2016USD ($)agreement | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($)item | Jun. 30, 2018USD ($) | Jun. 30, 2019CNY (¥)shares | Jun. 30, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Debt Financing | |||||||||
Deferred financing costs | $ (1,000,000) | ||||||||
Long-term Debt | 493,000,000 | $ 487,000,000 | |||||||
Less: debt classified as current | (269,000,000) | (220,000,000) | |||||||
Total long-term debt | 224,000,000 | 267,000,000 | |||||||
Repayments of long term debt | $ 100,000,000 | $ 245,000,000 | |||||||
Margin loan member | |||||||||
Debt Financing | |||||||||
Total consolidated TripCo debt | 225,000,000 | 220,000,000 | |||||||
Repayments of long term debt | $ 200,000,000 | ||||||||
Payment of paid-in-kind interest | $ 22,000,000 | ||||||||
2019 Margin Loan | |||||||||
Debt Financing | |||||||||
Commitment fee | 0.75% | ||||||||
2019 Margin Loan | LIBOR | |||||||||
Debt Financing | |||||||||
Variable rate basis | LIBOR | ||||||||
Margin | 2.00% | ||||||||
Term Loan | |||||||||
Debt Financing | |||||||||
Total consolidated TripCo debt | $ 225,000,000 | ||||||||
Delayed Draw Term Loan | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | 25,000,000 | ||||||||
Margin Loan Amendment 1 | |||||||||
Debt Financing | |||||||||
Total consolidated TripCo debt | $ 200,000,000 | ||||||||
Number of margin loans amended | agreement | 2 | ||||||||
Outstanding Margin Loan Balance If Initial Margin Call Threshold is Met | $ 125,000,000 | ||||||||
Margin Loan Amendment 2 | LIBOR | |||||||||
Debt Financing | |||||||||
Variable rate basis | LIBOR | ||||||||
Margin | 2.40% | ||||||||
Credit Facilities | TripAdvisor | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | 1,200,000,000 | ||||||||
Commitment fee | 0.15% | ||||||||
Repayments of long term debt | $ 230,000,000 | ||||||||
Foreign Earnings Repatriated | $ 325,000,000 | ||||||||
Line of Credit | 0 | 0 | |||||||
Credit Facilities | Eurocurrency Borrowing Rate | TripAdvisor | |||||||||
Debt Financing | |||||||||
Variable rate basis | Eurocurrency Borrowing rate | ||||||||
Credit Facilities | ABR | TripAdvisor | |||||||||
Debt Financing | |||||||||
Variable rate basis | Alternate Base Rate | ||||||||
Credit Facilities | Prime Rate | TripAdvisor | |||||||||
Debt Financing | |||||||||
Variable rate basis | Prime Rate | ||||||||
Credit Facilities | New York Fed Bank Rate | TripAdvisor | |||||||||
Debt Financing | |||||||||
Variable rate basis | New York Fed Bank Rate | ||||||||
Margin | 0.50% | ||||||||
Credit Facilities | Adjusted LIBOR | TripAdvisor | |||||||||
Debt Financing | |||||||||
Variable rate basis | adjusted LIBOR | ||||||||
Margin | 1.00% | ||||||||
Interest period | 1 month | ||||||||
Letter of Credit | TripAdvisor | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | 15,000,000 | ||||||||
Line of Credit | 3,000,000 | ||||||||
Same-day notice borrowings | TripAdvisor | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | 40,000,000 | ||||||||
Chinese Credit facilities | TripAdvisor's Chinese subsidiaries | |||||||||
Debt Financing | |||||||||
Number of credit facilities | item | 2 | ||||||||
Chinese Credit Facility-BOA | Chinese Credit facilities | TripAdvisor's Chinese subsidiaries | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | 30,000,000 | ||||||||
Debt Instrument Term | 1 year | ||||||||
Line of Credit | 0 | 0 | |||||||
Chinese Credit Facility-JPM | Chinese Credit facilities | TripAdvisor's Chinese subsidiaries | |||||||||
Debt Financing | |||||||||
Maximum borrowing capacity | ¥ 70,000,000 | 10,000,000 | |||||||
Debt Instrument Term | 1 year | ||||||||
Line of Credit | 0 | 0 | |||||||
Variable postpaid forward | |||||||||
Debt Financing | |||||||||
Total consolidated TripCo debt | $ 269,000,000 | $ 267,000,000 | |||||||
Paid-in-Kind Interest | $ 2,000,000 | ||||||||
Margin Loan 2019 And Variable Postpaid Forward | TripAdvisor | |||||||||
Debt Financing | |||||||||
Shares pledged as collateral under loan | shares | 18.2 | 18.2 | |||||||
Share value | $ 841,000,000 | ||||||||
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 | Credit Facilities | TripAdvisor | |||||||||
Debt Financing | |||||||||
Commitment fee | 0.15% | ||||||||
Minimum | Credit Facilities | ABR | TripAdvisor | |||||||||
Debt Financing | |||||||||
Margin | 0.25% | ||||||||
Minimum | Credit Facilities | Adjusted LIBOR | TripAdvisor | |||||||||
Debt Financing | |||||||||
Margin | 1.25% | ||||||||
Maximum | 2019 Margin Loan | |||||||||
Debt Financing | |||||||||
Paid-in-Kind Interest | $ 1,000,000 | ||||||||
Maximum | Credit Facilities | TripAdvisor | |||||||||
Debt Financing | |||||||||
Commitment fee | 0.30% | ||||||||
Maximum | Credit Facilities | ABR | TripAdvisor | |||||||||
Debt Financing | |||||||||
Margin | 1.00% | ||||||||
Maximum | Credit Facilities | Adjusted LIBOR | TripAdvisor | |||||||||
Debt Financing | |||||||||
Margin | 2.00% |
Leases - Impact of Adoption of
Leases - Impact of Adoption of ASC 842 (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease, Practical Expedients, Package [true false] | true | ||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | ||
Other current assets | $ 127 | $ 45 | $ 48 |
Property and equipment, net | 156 | 162 | 154 |
Other assets, at cost, net of accumulated amortization | 177 | 191 | 118 |
Accrued liabilities and other current liabilities | 183 | 172 | 151 |
Deferred income tax liabilities | 338 | 326 | 325 |
Other liabilities | 343 | 336 | 283 |
Retained earnings | 135 | 134 | 133 |
Noncontrolling interests in equity of subsidiaries | $ 3,497 | 3,402 | $ 3,400 |
ASU 2016-02 | Restatement Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Other current assets | (3) | ||
Property and equipment, net | 8 | ||
Other assets, at cost, net of accumulated amortization | 73 | ||
Accrued liabilities and other current liabilities | 21 | ||
Deferred income tax liabilities | 1 | ||
Other liabilities | 53 | ||
Retained earnings | 1 | ||
Noncontrolling interests in equity of subsidiaries | $ 2 |
Leases - Operating and Finance
Leases - Operating and Finance Leases (Details) $ in Millions | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2013ft²item | Jun. 30, 2019USD ($) | Jan. 01, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Finance lease right-of-use assets (4) | $ 110 | ||
Finance lease liability | $ 85 | ||
TripAdvisor | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | ||
Leased area (in square feet) | ft² | 280,000 | ||
Term of lease | 15 years 7 months | ||
Lessee, Finance Lease, Existence of Option to Extend [true false] | true | ||
Number of consecutive options to extend lease | item | 2 | ||
Lease renewal term | 5 years | ||
Finance lease right-of-use assets (4) | $ 114 | ||
Finance lease liability | 88 | ||
Prepaid Rent | $ 26 | ||
TripAdvisor | Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease renewal term | 6 years | ||
Operating lease termination term | 1 year |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases | ||
Operating lease cost (1) | $ 6 | $ 12 |
Finance Lease, Right-of-Use Asset, Amortization (2) | 2 | 5 |
Interest on lease liabilities (3) | 1 | 2 |
Total finance lease cost | 3 | 7 |
Sublease income (1) | (1) | (2) |
Total lease cost, net | $ 8 | $ 17 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Operating leases: | |
Operating lease right-of-use assets (1) | $ 75 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent |
Current operating lease liabilities (2) | $ 18 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities And Other Liabilities Current |
Operating lease liabilities (3) | $ 67 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent |
Total operating lease liabilities | $ 85 |
Finance Lease: | |
Finance lease right-of-use assets (4) | $ 110 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net |
Current finance lease liabilities (2) | $ 5 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities And Other Liabilities Current |
Finance lease liabilities (3) | $ 80 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent |
Total finance lease liabilities | $ 85 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash outflows from operating leases | 14 |
Operating cash outflows from finance lease | 2 |
Financing cash outflows from finance lease | 3 |
Right-of-use assets obtained in exchange for lease liabilities: | |
Operating leases | 97 |
Finance lease | $ 88 |
Weighted-average remaining lease term | |
Operating leases weighted average remaining lease term (in years) | 4 years 9 months 18 days |
Finance lease weighted average remaining lease term (in years) | 11 years 6 months |
Weighted-average discount rate | |
Operating leases weighted average discount rate | 4.32% |
Finance lease weighted average discount rate | 4.49% |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Millions | Jun. 30, 2019USD ($) |
Operating Leases | |
Remainder of 2019 | $ 10 |
2020 | 21 |
2021 | 20 |
2022 | 19 |
2023 | 12 |
Thereafter | 12 |
Total future lease payments | 94 |
Less: imputed interest | (9) |
Total operating lease liabilities | 85 |
Finance Lease | |
Remainder of 2019 | 4 |
2020 | 9 |
2021 | 10 |
2022 | 10 |
2023 | 10 |
Thereafter | 67 |
Total future lease payments | 110 |
Less: imputed interest | (25) |
Total finance lease liabilities | $ 85 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 422 | $ 433 | $ 798 | $ 811 |
Corporate and other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 43 | 63 | 84 | 126 |
Hotel, Media & Platform | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 254 | 272 | 508 | 524 |
TripAdvisor-branded hotels | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 211 | 231 | 427 | 447 |
TripAdvisor-branded display and platform | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 43 | 41 | 81 | 77 |
Experiences & Dining | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 125 | $ 98 | $ 206 | $ 161 |
Segment Information - Contract
Segment Information - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Segment Information | |||||||
Accounts receivable | $ 261 | $ 261 | $ 205 | ||||
Contract assets | 9 | 9 | 7 | ||||
Total | 270 | 270 | $ 212 | ||||
Deferred revenue | $ 63 | $ 59 | |||||
Contract with customer revenue recognized | $ 12 | $ 13 | $ 46 | $ 45 |
Segment Information - Performan
Segment Information - Performance Measures and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segments | ||||
Adjusted OIBDA | $ 125 | $ 108 | $ 213 | $ 186 |
Corporate and other | ||||
Segments | ||||
Adjusted OIBDA | 10 | 7 | 18 | 12 |
Hotel, Media & Platform | ||||
Segments | ||||
Adjusted OIBDA | 108 | 85 | 212 | 162 |
Experiences & Dining | ||||
Segments | ||||
Adjusted OIBDA | $ 7 | $ 16 | $ (17) | $ 12 |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Information | ||||
Consolidated segment Adjusted OIBDA | $ 125 | $ 108 | $ 213 | $ 186 |
Stock-based compensation | (33) | (33) | (63) | (63) |
Depreciation and amortization | (41) | (41) | (83) | (80) |
Operating income (loss) | 51 | 34 | 67 | 43 |
Interest expense | (6) | (6) | (11) | (12) |
Realized and unrealized gains (losses) on financial instruments, net | 5 | (42) | 6 | (65) |
Other, net | 4 | 8 | 1 | |
Earnings (loss) before income taxes | $ 54 | $ (14) | $ 70 | $ (33) |