Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 31, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 153 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001606745 | ||
Amendment Flag | false | ||
Series A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series A common stock | ||
Trading Symbol | LTRPA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 72,227,256 | ||
Series B | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Series B common stock | ||
Trading Symbol | LTRPB | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 2,973,665 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 423 | $ 341 |
Accounts receivable and contract assets, net of allowance for doubtful accounts of $33 million and $25 million, respectively | 83 | 183 |
Income taxes receivable (note 9) | 50 | 4 |
Other current assets | 23 | 29 |
Total current assets | 579 | 557 |
Property and equipment, at cost | 255 | 254 |
Accumulated depreciation | (123) | (99) |
Property and equipment, net | 132 | 155 |
Intangible assets not subject to amortization (note 6): | ||
Goodwill | 2,240 | 2,527 |
Trademarks | 732 | 980 |
Intangible assets not subject to amortization | 2,972 | 3,507 |
Intangible assets subject to amortization, net (note 6) | 202 | 277 |
Other assets, at cost, net of accumulated amortization | 201 | 230 |
Total assets | 4,086 | 4,726 |
Current liabilities: | ||
Deferred merchant and other payables | 54 | 170 |
Deferred revenue | 28 | 62 |
Accrued liabilities and other current liabilities | 160 | 205 |
Total current liabilities | 242 | 437 |
Long-term debt (note 7) | 532 | 353 |
Deferred income tax liabilities (note 9) | 180 | 254 |
Other liabilities | 353 | 381 |
Total liabilities | 1,307 | 1,425 |
Redeemable preferred stock, $.01 par value. Authorized shares 50,000,000; issued and outstanding 325,000 shares at December 31, 2020 and 0 at December 31, 2019 (note 10) | 472 | |
Equity: | ||
Additional paid-in capital | 257 | 237 |
Accumulated other comprehensive earnings (loss), net of taxes | (23) | (29) |
Retained earnings (deficit) | (278) | 111 |
Total stockholders' equity | (43) | 320 |
Noncontrolling interests in equity of subsidiaries | 2,350 | 2,981 |
Total equity | 2,307 | 3,301 |
Commitments and contingencies (note 14) | ||
Total liabilities and equity | 4,086 | 4,726 |
Series A | ||
Equity: | ||
Common stock value | 1 | 1 |
Series B | ||
Equity: | ||
Common stock value | ||
Series C | ||
Equity: | ||
Common stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivables and contract assets, allowance for doubtful accounts | $ 33,000,000 | $ 25,000,000 |
Redeemable preferred stock, par value | $ 0.01 | $ 0.01 |
Redeemable preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Redeemable preferred stock, shares issued | 325,000 | 0 |
Redeemable preferred stock, shares outstanding | 325,000 | 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 | 72,227,256 | 72,152,848 |
Common stock, shares outstanding | 72,227,256 | 72,152,848 |
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 | 2,973,665 | 2,929,401 |
Common stock, shares outstanding | 2,973,665 | 2,929,401 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Operations | |||
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Total revenue, net | $ 604 | $ 1,560 | $ 1,615 |
Operating costs and expenses: | |||
Operating expense, including stock-based compensation (note 2 and 12) | 275 | 387 | 361 |
Selling, general and administrative, including stock-based compensation (note 2 and 12) | 502 | 874 | 966 |
Depreciation and amortization | 168 | 169 | 160 |
Restructuring and other related reorganization costs | 41 | 1 | |
Impairment of intangible assets (note 6) | 550 | 288 | |
Total operating costs and expenses | 1,536 | 1,719 | 1,487 |
Operating income (loss) | (932) | (159) | 128 |
Other income (expense): | |||
Interest expense | (41) | (22) | (26) |
Realized and unrealized gains (losses) on financial instruments, net | (19) | 36 | (59) |
Other, net | (22) | 13 | 5 |
Total other income (expense) | (82) | 27 | (80) |
Earnings (loss) before income taxes | (1,014) | (132) | 48 |
Income tax (expense) benefit (note 9) | 152 | 16 | (57) |
Net earnings (loss) | (862) | (116) | (9) |
Less net earnings (loss) attributable to noncontrolling interests | (624) | (94) | 55 |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | (238) | (22) | (64) |
Net earnings (loss) available to common shareholders (note 2) | $ (388) | $ (22) | $ (64) |
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 2): | $ (5.17) | $ (0.29) | $ (0.86) |
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 2): | $ (5.17) | $ (0.29) | $ (0.86) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements of Comprehensive Earnings (Loss) | |||
Net earnings (loss) | $ (862) | $ (116) | $ (9) |
Other comprehensive earnings (loss), net of taxes: | |||
Foreign currency translation adjustments | 27 | 5 | (28) |
Reclassification adjustments included in net income (loss) | 1 | (2) | |
Other comprehensive earnings (loss) | 28 | 3 | (28) |
Comprehensive earnings (loss) | (834) | (113) | (37) |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | (602) | (91) | 33 |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (232) | $ (22) | $ (70) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ (862) | $ (116) | $ (9) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | |||
Depreciation and amortization | 168 | 169 | 160 |
Stock-based compensation | 112 | 131 | 123 |
Impairment of intangible assets (note 6) | 550 | 288 | |
Realized and unrealized (gains) losses on financial instruments, net | 19 | (36) | 59 |
Deferred income tax expense (benefit) | (73) | (79) | (8) |
Other charges (credits), net | 21 | (18) | 10 |
Changes in operating assets and liabilities | |||
Current and other assets | 74 | 52 | 38 |
Payables and other liabilities | (224) | 27 | |
Net cash provided (used) by operating activities | (215) | 391 | 400 |
Cash flows from investing activities: | |||
Capital expended for property and equipment, including internal-use software and website development | (55) | (83) | (61) |
Acquisitions, net of cash acquired (note 3) | (4) | (108) | (24) |
Purchases of short term investments and other marketable securities | (133) | (16) | |
Sales and maturities of short term investments and other marketable securities | 150 | 64 | |
Other investing activities, net | 3 | (2) | (12) |
Net cash provided (used) by investing activities | (56) | (176) | (49) |
Cash flows from financing activities: | |||
Borrowings of debt | 1,240 | 235 | 7 |
Repayments of debt | (1,052) | (359) | (245) |
Cash dividend paid by Tripadvisor to noncontrolling interests (note 11) | (380) | ||
Shares repurchased by subsidiary (note 11) | (115) | (60) | (100) |
Payment of withholding taxes on net share settlements of equity awards | (21) | (29) | (26) |
Derivative proceeds from counterparties | 71 | ||
Issuance of redeemable preferred stock (note 10) | 325 | ||
Other financing activities, net | (32) | (20) | 6 |
Net cash provided (used) by financing activities | 345 | (542) | (358) |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | 8 | (4) | (16) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 82 | (331) | (23) |
Cash, cash equivalents and restricted cash at beginning of period | 341 | 672 | 695 |
Cash, cash equivalents and restricted cash at end of period | $ 423 | $ 341 | $ 672 |
Consolidated Statement of Equit
Consolidated Statement of Equity - USD ($) $ in Millions | Series ACommon Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Earnings (Loss) | Retained Earnings (Deficit) | 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) | (64) | 55 | (9) | |||
Other comprehensive earnings (loss) | (6) | (22) | (28) | |||
Stock-based compensation | 35 | 101 | 136 | |||
Withholding taxes on net share settlements of stock-based compensation | (26) | (26) | ||||
Shares repurchased by subsidiary (note 11) | (20) | (80) | (100) | |||
Other, net | (8) | 1 | 17 | 10 | ||
Balance at end of the period at Dec. 31, 2018 | 1 | 231 | (29) | 133 | 3,400 | 3,736 |
Net earnings (loss) | (22) | (94) | (116) | |||
Other comprehensive earnings (loss) | 3 | 3 | ||||
Stock-based compensation | 37 | 109 | 146 | |||
Withholding taxes on net share settlements of stock-based compensation | (29) | (29) | ||||
Cash dividends paid by Tripadvisor to noncontrolling interests (note 11) | (380) | (380) | ||||
Shares repurchased by subsidiary (note 11) | 7 | (67) | (60) | |||
Other, net | (9) | 10 | 1 | |||
Balance at end of the period at Dec. 31, 2019 | 1 | 237 | (29) | 111 | 2,981 | 3,301 |
Net earnings (loss) | (238) | (624) | (862) | |||
Other comprehensive earnings (loss) | 6 | 22 | 28 | |||
Stock-based compensation | 33 | 96 | 129 | |||
Withholding taxes on net share settlements of stock-based compensation | (21) | (21) | ||||
Shares repurchased by subsidiary (note 11) | 17 | (132) | (115) | |||
Preferred stock adjustment | (150) | (150) | ||||
Other, net | (9) | (1) | 7 | (3) | ||
Balance at end of the period at Dec. 31, 2020 | $ 1 | $ 257 | $ (23) | $ (278) | $ 2,350 | $ 2,307 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentatio Liberty TripAdvisor Holdings, Inc. (“TripCo” or the “Company”) was formed in 2013 as a Delaware corporation. TripCo was a subsidiary of Liberty Interactive Corporation (subsequently renamed Qurate Retail, Inc. (“Qurate Retail”)) until the completion of its spin-off from Qurate Retail on August 27, 2014 (“TripCo Spin-Off”). TripCo does not have any operations outside of its controlling interest in its subsidiary Tripadvisor, Inc. (“Tripadvisor”). Tripadvisor operates as a stand-alone operating entity. 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and represent a consolidation of the historical financial information of Tripadvisor (see note 4 for a more detailed discussion of transactions related to Tripadvisor). These financial statements refer to the consolidation of Tripadvisor as “TripCo,” “the Company,” “us,” “we” and “our” in the notes to the consolidated financial statements. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation. Description of Business Tripadvisor is a leading online travel company and its mission is to help people around the world plan, book and experience the perfect trip. Tripadvisor operates a global travel guidance platform that connects the world’s largest audience of prospective travelers with travel partners through rich content, price comparison tools and online reservations and related services for destinations, accommodations, travel activities and experiences, and restaurants. Under its flagship brand, Tripadvisor, it launched www.Tripadvisor.com in the United States in 2000. Since then, Tripadvisor has launched localized versions of the Tripadvisor website in 48 markets and 28 languages worldwide. In addition to the flagship Tripadvisor brand, Tripadvisor owns and operates a portfolio of travel media brands and businesses, operating under various websites, connected by the common goal of providing consumers the most comprehensive travel-planning and trip-taking resources in the travel industry. In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and on March 11, 2020 was declared a global pandemic. Tripadvisor and the Company continue to be subject to risks and uncertainties as a result of the COVID-19 pandemic. COVID-19 has caused material and adverse declines in consumer demand within the travel, hospitality, restaurant and leisure industry. The pandemic’s proliferation, concurrent with travel bans, varying levels of governmental restrictions and mandates globally, to limit the spread of the virus, has dampened consumer demand for Tripadvisor’s products and services, and impacted consumer sentiment and discretionary spending patterns, all of which have adversely and materially impacted Tripadvisor’s results of operations, liquidity and financial condition during the year ended December 31, 2020. In addition, given the volatility in global markets and economies, and the financial difficulties faced by many of Tripadvisor’s travel suppliers and restaurant customers, Tripadvisor has materially increased its provision for expected credit losses (also referred to as provision for bad debt or provision for uncollectible accounts) on its accounts receivable. Moreover, Tripadvisor may continue to incur higher than normal cash outlays to refund consumers for cancellations of prepaid bookings. Any increase in Tripadvisor’s provision for expected credit losses and cash outlays to consumers would also have a corresponding adverse effect on Tripadvisor's results of operations and related cash flows. While we have seen varying degrees of containment of the virus in certain countries and some signs of travel recovery, the degree of containment and the recovery in travel has varied region-to-region globally, as well as state-to- state in the U.S., and there have been instances where cases of COVID-19 have started to increase again after a period of decline, as well as the identification of new variants of the virus. Tripadvisor does not have visibility into when remaining bans will be lifted, where additional bans may be initiated, or where bans that have been previously lifted will be reinstated due to resurgence of the virus, nor does it have forward-looking visibility into the short or long-term changes to consumer usage patterns on its platform or travel behavior patterns when travel bans and other government restrictions and mandates are fully lifted. Therefore, the ultimate extent of the impact of the COVID-19 pandemic on Tripadvisor’s business, results of operations, liquidity and financial condition remains highly uncertain and difficult to predict, as the response to the pandemic continues to be ongoing and shifting, and the ultimate duration and severity of the pandemic remains uncertain and unpredictable. However, Tripadvisor continues to believe the travel, hospitality, restaurant and leisure industry, and consequently its business, will continue to be adversely and materially affected while the pandemic continues to proliferate and travel bans and other government restrictions and mandates continue to remain in place or be reinstated, all of which negatively impact consumer demand, sentiment and discretionary spending patterns. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic to varying degrees, and it is possible that it could result in a protracted local and/or global economic recession. Such economic disruption could also have a material adverse effect on Tripadvisor’s business as consumers reduce their discretionary spending. Policymakers around the globe have responded with fiscal policy actions to support certain areas of the travel industry and economy as a whole. The continued magnitude and ultimate overall effectiveness of these actions remain uncertain. In response to the impact of COVID-19, Tripadvisor has taken several steps to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility, including but not limited to, restructuring activities, primarily by significantly reducing its ongoing operating expenses and headcount, borrowing $700 million from its 2015 Credit Facility (as defined in note 7) in the first quarter of 2020 (subsequently repaid during the third quarter of 2020), amendments to its 2015 Credit Facility, which includes short-term financial covenant relief and the extension of the maturity date from May 12, 2022 to May 12, 2024, and raising additional financing through the issuance of $500 million in Senior Notes (as defined in note 7) in July 2020, all of which are described in more detail in note 7. In March 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), an emergency economic stimulus package in response to the COVID-19 pandemic, which includes numerous income tax provisions, some of which are effective retroactively. As a result of the CARES Act, Tripadvisor has recorded an income tax benefit of $23 million during the year ended December 31, 2020. In addition, certain other governments have passed legislation to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or other financial aid. Some of these governments have extended or are considering extending these programs. Tripadvisor has participated in several of these programs, including the CARES Act in the U.S., the United Kingdom's job retention scheme, as well as other certain jurisdictions' programs. In addition, in certain countries, such as within the European Union, Singapore, Australia, and other jurisdictions, Tripadvisor is also participating in programs where government assistance is in the form of wage subsidies and reductions in wage-related employer taxes paid by Tripadvisor. During the year ended December 31, 2020, Tripadvisor recognized government grants and other assistance benefits of $12 million, of which $10 million in cash has been received as of December 31, 2020. These amounts are recorded as a reduction of personnel and overhead costs in the consolidated statements of operations. As of December 31, 2020, Tripadvisor has recorded a receivable of $2 million, included in other current assets in the consolidated balance sheet, for payments expected to be received in 2021, related to qualified payroll tax credits under the CARES Act. Consumers’ travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partners’ advertising investments, and therefore Tripadvisor’s revenue and profits, have also historically followed a seasonal pattern. 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 it did not experience On March 26, 2020, TripCo issued and sold 325,000 shares of TripCo’s newly-created 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) for a purchase price of $1,000 per share. See further discussion about the Series A Preferred Stock in note 10. Spin-Off of TripCo from Qurate Retail The TripCo Spin-Off was completed on August 27, 2014. 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 services agreement, the facilities sharing agreement and the tax sharing agreement, with Qurate Retail 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. Pursuant to the services agreement (except as described below in respect to Gregory B. Maffei), Liberty Media provides TripCo with general and administrative services including legal, tax, accounting, treasury and investor relations support. Liberty 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. In December 2019, TripCo entered into an amendment to the services agreement with Liberty Media in connection with Liberty Media’s entry into a new employment arrangement with Gregory B. Maffei, TripCo’s Chairman, President and Chief Executive Officer. Under the amended services agreement, components of his compensation would either be paid directly to him by each of TripCo, Liberty Broadband Corporation, GCI Liberty, Inc. and Qurate Retail (collectively, the “Service Companies”) or reimbursed to Liberty Media, in each case, based on allocations among Liberty Media and the Service Companies set forth in the amended services agreement, currently set at 5% for the Company but subject to adjustment on an annual basis upon the occurrence of certain events. The amended services agreement between Liberty Media and Mr. Maffei provides for a five year employment term which began on January 1, 2020 and ends December 31, 2024, with an aggregate annual base salary of $3 million (with no contracted increase), an aggregate one-time cash commitment bonus of $5 million (paid in December 2019), an aggregate annual target cash performance bonus of $17 million, aggregate annual equity awards of $17.5 million and aggregate equity awards granted in connection with his entry into his new agreement of $90 million (the “upfront awards”). A portion of the grants made to our CEO in the year ended December 31, 2020 related to our company’s allocable portion of these upfront awards. Under the facilities sharing agreement, TripCo shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado. Under these agreements, approximately $4 million, $4 million and $3 million were reimbursable to Liberty Media for the years ended December 31, 2020, 2019, and 2018, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Cash and Cash Equivalents Cash equivalents consist of highly liquid investments, generally including money market funds, term deposits and marketable securities, with maturities of three months or less at the time of acquisition. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for credit losses. Such allowance aggregated $33 million and $25 million at December 31, 2020 and 2019, respectively. Tripadvisor records accounts receivable at the invoiced amount, and its customer invoices are generally due 30 days from the time of invoicing. Collateral is not required for accounts receivable. Tripadvisor historically recorded an allowance for doubtful accounts using the incurred loss model. Upon adoption of Accounting Standards Codification Topic 326 – Financial Instruments – Credit Losses Investments All marketable securities held by the Company are carried at fair value, generally based on quoted market prices. Fair values are determined for each individual security in the investment portfolio. Unrealized gains and losses, net of taxes, arising from changes in fair value are reported in accumulated other comprehensive income (loss) as a component of equity. For those investments in which the Company has the ability to exercise significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses on a lag. For those equity securities without readily determinable values, the Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments). The classification of investments is determined at the time of purchase and reevaluated at each balance sheet date. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments. Marketable securities are classified as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at the balance sheet date will be classified as short-term and marketable securities with maturities greater than 12 months from the balance sheet date will generally be classified as long-term. We classify our marketable equity securities, limited to money market funds and mutual funds, as either a cash equivalent, short-term or long-term based on the nature of each security and its availability for use in current operations. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and liquidity and duration management. The weighted average maturity of our total invested cash shall not exceed 18 months, and no security shall have a final maturity date greater than three years. Derivative Instruments All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. None of the Company’s derivatives are currently designated as hedges. The fair value of certain of the Company’s derivative instruments are estimated using the Black-Scholes-Merton model. The Black-Scholes-Merton model incorporates a number of variables in determining such fair values, including expected volatility of the underlying security and an appropriate discount rate. The Company obtains volatility rates from pricing services based on the expected volatility of the underlying security over the remaining term of the derivative instrument. A discount rate is obtained at the inception of the derivative instrument and updated each reporting period, based on the Company’s estimate of the discount rate at which it could currently settle the derivative instrument. The Company considered its own credit risk as well as the credit risk of its counterparties in estimating the discount rate. Management judgment is required in estimating the Black-Scholes-Merton model variables. Property and Equipment Property and equipment consists of the following (amounts in millions): December 31, 2020 2019 Finance lease right-of-use asset 114 114 Leasehold improvements 49 49 Computer equipment and purchased software 71 70 Furniture, office equipment and other 21 21 Total property and equipment $ 255 254 Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is three Leases The Company, through its consolidated companies, leases facilities in several countries around the world and certain equipment under non-cancelable lease agreements. Refer to note 8 for a discussion on accounting for leases and other financial disclosures. Intangible Assets Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year. The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If, based on the qualitative analysis, it is more likely than not that an impairment exists, the Company performs the quantitative impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in TripCo's valuation analyses, where applicable, are based on management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There can be no assurance that actual results will approximate these forecasts. The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. See note 6 for discussion of goodwill and trademark impairments. Websites and Internal Use Software Development Costs Certain costs incurred during the application development stage related to the development of websites and internal use software are capitalized and included in other intangible assets subject to amortization. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. Costs related to the planning and post-implementation phases of software and website development are expensed as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized. Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. Noncontrolling Interests Noncontrolling interest relates to the equity ownership interest in Tripadvisor that the Company does not own. The Company reports noncontrolling interests of consolidated companies within equity in the consolidated balance sheets and the amount of net income attributable to the parent and to the noncontrolling interest is presented in the consolidated statements of operations. Also, changes in ownership interests in consolidated companies in which the Company maintains a controlling interest are recorded in equity. Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company is the United States (“U.S.”) dollar. The functional currency of the Company’s foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings (loss) in equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. Accordingly, we have recorded foreign currency exchange gains of $4 million and losses of $3 million and $6 million for the years ended December 31, 2020, 2019, and 2018, respectively, in other, net on our consolidated statements of operations. Revenue Recognition Tripadvisor generates all of its revenue from contracts with customers. It recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that it expects to receive in exchange for those services. When Tripadvisor acts as an agent in the transaction, it recognizes revenue for only its commission on the arrangement. Tripadvisor determines revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, Tripadvisor satisfies a performance obligation At contract inception, Tripadvisor assesses the services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, Tripadvisor considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. There was no significant revenue recognized in the years ended December 31, 2020 and 2019 related to performance obligations satisfied in prior periods. Tripadvisor has applied a practical expedient and does not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year, and Tripadvisor does not have any material unsatisfied performance obligations over one year. The value related to Tripadvisor’s remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved. The timing of services, invoicing and payments do not include a significant financing component. Tripadvisor’s customer invoices are generally due 30 days from the time of invoicing. Tripadvisor recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. Although the substantial majority of its contract costs have an amortization period of less than one year, Tripadvisor has determined contract costs arising from certain sales incentives have an amortization period in excess of one year given the high likelihood of contract renewal. Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2020 and 2019, there were $4 million of unamortized contract costs in other assets, at cost, net of accumulated amortization in the consolidated balance sheet. These contract costs are amortized on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling, general and administrative expense during both the years ended December 31, 2020 and 2019, were $1 million, and not material for the year ended December 31, 2018. Tripadvisor assesses such assets for impairment when events or circumstances indicate that the carrying amount may not be recoverable. The recognition of revenue may require the application of judgment related to the determination of the performance obligations, the timing of when the performance obligations are satisfied and other areas. The determination of Tripadvisor’s performance obligations does not require significant judgment given that it generally does not provide multiple services to a customer in a transaction, and the point in which control is transferred to the customer is readily determinable. In instances where Tripadvisor recognizes revenue over time, it generally has either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of Tripadvisor’s services. When an estimate for cancellations is included in the transaction price, the estimate is based on historical cancellation rates and current trends. There have been no significant adjustments to Tripadvisor’s cancellation estimates and cancellation estimates are not significant. Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing transaction, that are collected by Tripadvisor from a customer, are reported on a net basis, or in other words, excluded from revenue on its consolidated financial statements. The application of Tripadvisor’s revenue recognition policies and a description of the principal activities from which it generates revenue, are presented below. Hotels, Media & Platform Segment Tripadvisor-branded Hotels Revenue In addition, Tripadvisor offers subscription-based advertising to hotels, owners of B&Bs and other specialty lodging properties. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Tripadvisor also generates revenue from its cost-per-action, or “CPA” model, which consists of contextually-relevant booking links to its travel partners’ websites which are advertised on its platform. Tripadvisor earns a commission from its travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partners’ website, which results in a traveler stay. CPA revenue is billable only upon the completion of each traveler’s stay resulting from a hotel reservation. The travel partners provide the service to the travelers and Tripadvisor acts as an agent under ASC 606 – Revenue from Contracts with Customers Tripadvisor-branded Display and Platform Revenue Experiences & Dining Segment Tripadvisor provides information and services that allow consumers to research and book tours, activities and experiences in popular travel destinations primarily through Viator, Tripadvisor’s dedicated Experiences offering, and on the Tripadvisor 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 restaurant reservations in popular travel destinations through its dedicated restaurant reservations offering, TheFork, and on Tripadvisor-branded websites and mobile apps. Tripadvisor primarily generates transaction fees (or per seated diner fees) that are paid by Tripadvisor’s restaurant customers for diners seated primarily from bookings through TheFork’s online reservation system. Other Tripadvisor provides information and services that allow travelers to research and book vacation and short-term rental properties. The Rentals offering generates revenue primarily by offering individual property owners and managers the ability to list their properties on Tripadvisor’s websites and mobile apps thereby connecting with travelers through a free-to-list, commission-based option or, to a lesser extent, by an annual subscription-based fee structure. Tripadvisor earns commissions associated with rental transactions through its free-to-list model from both the traveler, and the property owner or manager. In addition, Practical Expedients and Exemptions Tripadvisor expenses costs to obtain a contract as incurred, such as sales incentives, when the amortization period would have been one Tripadvisor does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one Disaggregation of Revenue Years ended December 31, 2020 2019 2018 amounts in millions Hotels, Media & Platform Tripadvisor-branded hotels $ 292 779 848 Tripadvisor-branded display and platform 69 160 153 Total Hotels, Media & Platform 361 939 1,001 Experiences & Dining 186 456 372 Corporate and other 57 165 242 Total Revenue $ 604 1,560 1,615 December 31, December 31, 2020 2019 Accounts receivable $ 70 176 Contract assets 13 7 Total $ 83 183 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. 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. During the year ended December 31, 2020, Tripadvisor recorded approximately $6 million of incremental allowance for expected credit losses on accounts receivable and contract assets, when compared to the same period in 2019, primarily due to the impact of COVID-19. Actual future bad debt could differ materially from this estimate resulting from changes in Tripadvisor’s assumptions of the duration and ultimate severity of the impact of the COVID-19 pandemic. incur additional significant and unanticipated cancellations by consumers related to future travel, accommodations and tour bookings, which have been reserved by travelers and recorded as deferred revenue on our consolidated balance sheet as of December 31, 2020. Operating Expense Operating expenses consist primarily of certain technology and content expenses, including personnel and overhead expenses which include salaries, benefits and bonuses for salaried employees and contractors engaged in the design, development, testing content support and maintenance of Tripadvisor’s websites and mobile apps. Operating expense also includes, to a lesser extent, costs of services which are expenses that are closely correlated or directly related to service revenue generated, including credit card and other booking transaction payment fees, data center costs, costs associated with prepaid tour tickets, ad serving fees, flight search fees and other transactions. Other costs include licensing, maintenance expense, computer supplies, telecom costs, content translation and localization costs and consulting costs. General and Administrative General and administrative expenses consist primarily of personnel and related overhead costs, including personnel engaged in leadership, finance, legal and human resource functions as well as professional service fees and other fees including audit, legal, tax and accounting, and other costs including bad debt expense and non-income taxes, such as sales, use and other non-income related taxes. Selling and Marketing Selling and marketing expenses primarily consist of direct costs, including traffic generation costs from search engine marketing, or SEM, and other online traffic acquisition costs, syndication costs and affiliate program commissions, social media costs, brand advertising (including television and other offline advertising), promotions and public relations. In addition, our indirect sales and marketing expense consists of personnel and overhead expenses, including salaries, commissions, benefits, and bonuses for sales, sales support, customer support and marketing employees. Tripadvisor incurs advertising expense consisting of traffic generation costs from SEM and other online traffic costs, affiliate program commissions, display advertising, social media, other online and offline (primarily television) advertising expense, and promotions and public relations to promote its brands. Costs associated with communicating the advertisements are expensed in the period in which the advertisement takes place. Production costs associated with advertisements are expensed in the period in which the advertisement first takes place. Stock-Based Compensation As more fully described in note 12, TripCo grants to its directors, employees and employees of its subsidiaries restricted stock and options (collectively, “Awards”) to purchase shares of TripCo common stock. TripCo measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) 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 measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Certain outstanding awards that were previously granted by Qurate Retail were assumed by TripCo upon the completion of the TripCo Spin-Off. Additionally, Tripadvisor is a consolidated company and has issued stock-based compensation to its employees related to its common stock. The consolidated statements of operations include stock-based compensation related to TripCo Awards and Tripadvisor equity awards. Included in the accompanying consolidated statements of operations are the following amounts of stock-based compensation for the years ended December 31, 2020, 2019 and 2018 (amounts in millions): December 31, 2020 2019 2018 Operating expense $ 45 56 52 Selling, general and administrative 67 75 71 $ 112 131 123 During the years ended December 31, 2020, 2019 and 2018, Tripadvisor capitalized $15 million, $19 million and $13 million, respectively, of stock-based compensation expense as internal-use software and website development costs. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted income tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not that such net deferred tax assets will not be realized. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in income tax (expense) benefit in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in income tax (expense) benefit in the accompanying consolidated statements of operations. We recognize in our consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. Deferred Merchant Payables In Tripadvisor’s Experiences and Rentals free-to-list offerings, Tripadvisor generally receives cash from travelers at the time of booking and records these amounts, net of Tripadvisor’s commissions, on its consolidated balance sheets as deferred merchant payables. Tripadvisor pays the suppliers, generally the third-party experience providers and vacation rental owners, after the travelers’ use. Therefore, it receives cash from the traveler prior to paying the suppliers and this operating cycle represents a working capital source or use of cash to Tripadvisor. Tripadvisor’s deferred merchant payables balance was $36 million and $159 million for the years ended December 31, 2020 and 2019, respectively. Certain Risks and Concentrations In addition to the impact of COVID-19 outlined in note 1, the Tripadvisor business is subject to certain risks and concentrations, including a concentration related to dependence on relationships with its customers. For the years ended December 31, 2020, 2019 and 2018, Tripadvisor’s two most significant travel partners, Expedia Group Inc. (“Expedia”) and Booking Holdings Inc., which each accounted for 10% or more of Tripadvisor’s consolidated revenue and combined accounted for approximately 25%, 33% and 37%, respectively, of its total revenue. Contingent Liabilities Periodically, the Company reviews the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. The Company provides disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these |
Supplemental Disclosures to Con
Supplemental Disclosures to Consolidated Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | (3) Supplemental Disclosures to Consolidated Statements of Cash Flows Years ended December 31, 2020 2019 2018 amounts in millions Acquisitions, net of cash acquired: Intangibles not subject to amortization $ 8 85 12 Intangibles subject to amortization — 26 14 Fair value of other assets acquired (3) 5 — Net liabilities assumed — (8) — Deferred tax assets (liabilities) (1) — (2) Acquisitions, net of cash acquired $ 4 108 24 Equity method investment acquired for non-cash consideration $ — 41 — Cash paid for interest $ 24 28 8 Cash paid for income taxes $ 3 47 53 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Acquisitions | |
Acquisitions | (4) Acquisitions Acquisitions Tripadvisor had no material acquisitions during the year ended December 31, 2020. During the year ended December 31, 2019, Tripadvisor completed three acquisitions of businesses aggregating total purchase price consideration of $109 million. Tripadvisor acquired 100% ownership of the following: SinglePlatform, a leading online content management and syndication platform company based in the U.S.; BookaTable, an online restaurant reservation and booking platform company based in the U.K.; and Restorando, an online restaurant reservation and booking platform company based in Argentina. Tripadvisor paid cash consideration of $107 million, net of $2 million of cash acquired. During the year ended December 31, 2018, Tripadvisor acquired one business for a purchase price and net cash consideration of $23 million. The following table presents the final purchase price allocations for the 2019 and 2018 acquisitions as recorded on our consolidated balance sheet: Years ended December 31, 2019 2018 amounts in millions Goodwill (1) $ 88 11 Intangible assets 26 14 Net tangible assets (liabilities) (5) — Deferred tax liabilities, net — (2) Total purchase price consideration $ 109 23 (1) Goodwill of $53 million is not deductible for tax purposes. million. The overall weighted-average life of the intangible assets acquired in the purchase of these businesses was , and will be amortized on a straight-line basis over the estimated useful lives from acquisition date. Intangible assets acquired during 2018 were comprised of supplier relationships of $6 million and technology and other of $8 million. The overall weighted-average life of the intangible assets acquired in the purchase of this business was 8 years, and will be amortized on a straight-line basis over the estimated useful lives from acquisition date. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 12 Months Ended |
Dec. 31, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (5) 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: December 31, 2020 December 31, 2019 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 $ 4 4 — 22 22 — Variable prepaid forward $ 14 — 14 NA NA NA On June 6, 2016, TripCo entered into a variable postpaid forward transaction (the “VPF”) with a financial institution with respect to 7 million Tripadvisor common shares held by the Company. TripCo unwound and terminated the VPF during the fourth quarter of 2019. The proceeds from the unwind of the VPF, together with additional borrowings under the Margin Loan (defined in note 7) and a special dividend from Tripadvisor, were used to pay all outstanding borrowings against the VPF, which aggregated $270 million, including accrued interest (see note 7). Changes in the fair value of the VPF were recognized in realized and unrealized gains (losses) on financial instruments in the consolidated statements of operations. On March 9, 2020, TripSPV, a wholly owned subsidiary of the Company, entered into a variable prepaid forward transaction (the “New VPF”) with a financial institution with respect to 2.4 million shares of Tripadvisor common stock held by the Company with a forward floor price of $17.25 per share and a forward cap price of $26.84 per share. Pursuant to the terms of the New VPF, TripSPV received a prepayment of $34 million on March 17, 2020 (see note 7). The liability associated with this instrument is included in other liabilities in the accompanying consolidated balance sheets. Changes in the fair value of the New VPF are recognized in realized and unrealized gains (losses) on financial instruments in the consolidated statements of operations. 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 in the accompanying 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 consolidated balance sheets. The carrying value of a portion of our debt bears interest at a variable rate and therefore is also considered to approximate fair value. See note 7 for a description of the fair value of the Company’s fixed rate debt. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (6) Goodwill and Other Intangible Assets Goodwill and Indefinite Lived Intangible Assets Changes in the carrying amount of goodwill are as follows: Tripadvisor Hotels, Media & Platform Experiences & Dining Corporate and other Total (in millions) Balance at January 1, 2019 $ 2,443 - - - 2,443 Allocation to new segments (1) (2,443) 1,923 250 270 - Acquisition (2) - - 85 - 85 Other (3) - - (2) 1 (1) Balance at December 31, 2019 $ - 1,923 333 271 2,527 Allocation to new segments (4) - 6 - (6) - Impairments (5) - (279) - (21) (300) Dispositions (6) - - - (18) (18) Other (7) - - 29 2 31 Balance at December 31, 2020 $ - 1,650 362 228 2,240 (1) The Company changed its reportable segments in the first quarter of 2019. (2) Additions to goodwill relate to Tripadvisor’s acquisitions (see note 4). (3) Other changes are primarily due to foreign currency translation on goodwill. (4) Re-allocation of goodwill as a result of changes to reporting units related to Tripadvisor internal restructuring. (5) TripCo recorded an $18 million goodwill impairment related to a business that was sold in June 2020, and an additional $3 million goodwill impairment during the third quarter of 2020 as a result of strategic decisions made regarding Tripadvisor’s China business. See discussion of the Hotels, Media & Platform reporting unit impairment below. (6) Dispositions relates to the sale of the aforementioned Tripadvisor business. (7) Other changes primarily relate to immaterial acquisitions and foreign currency translation on goodwill. As presented in the accompanying consolidated balance sheets, trademarks are the other significant indefinite lived intangible asset. See the disclosure below for information related to the 2020 and 2019 impairments of the Company’s trademarks. Other fluctuations in the trademark balance from the prior year were due to the change in foreign exchange rates. Intangible Assets subject to amortization Intangible assets subject to amortization are comprised of the following: December 31, 2020 December 31, 2019 Weighted Average Gross Net Gross Net Remaining carrying Accumulated carrying carrying Accumulated carrying Useful Life amount amortization amount amount amortization amount in years amounts in millions Customer relationships 1 $ 1,059 (992) 67 1,036 (910) 126 Other 3 589 (454) 135 552 (401) 151 Total $ 1,648 (1,446) 202 1,588 (1,311) 277 Intangible assets are being amortized generally on an accelerated basis as reflected in amortization expense and in the future amortization table below. Amortization expense was $136 million, $139 million and $137 million for the years ended December 31, 2020, 2019 and 2018, respectively. The estimated future amortization expense for the next five years related to intangible assets with definite lives as of December 31, 2020, assuming no subsequent impairment of the underlying assets, is as follows (amounts in millions): 2021 $ 80 2022 $ 35 2023 $ 31 2024 $ 28 2025 $ 25 Impairments Due to the current and expected impact of COVID-19 on Tripadvisor’s operating results, and a sustained decline in Tripadvisor’s stock price, impairments of $250 million of trademarks and $279 million of goodwill were recorded during the year ended December 31, 2020, respectively, related to the Hotels, Media & Platform reporting unit. The fair value of the trademarks was determined using the relief from royalty method. The fair value of the reporting unit was determined using a combination of market multiples (market approach) and discounted cash flow (income approach) calculations (Level 3). Based on the quantitative assessment performed during the second quarter of 2020 and the resulting impairment losses recorded, the estimated fair values of the trademark and Hotels, Media & Platform reporting unit approximate their respective carrying values. Additionally, due to the COVID-19 environment and our inability to predict the expected duration and ultimate severity of the impact of COVID-19, the Company believes its reporting units and trademark are at an elevated risk of impairment in future periods. TripCo will continue to monitor Tripadvisor’s financial performance, stock price and other events and circumstances that may negatively impact the estimated fair values to determine if future impairment assessments may be necessary. Due to deteriorations in revenue, impairment losses of $288 million were recorded during the year ended December 31, 2019 related to trademarks. The trademarks were related to the hotels, media & platform reporting unit in 2019. The fair value of the trademarks was determined using the relief from royalty method. As of December 31, 2020, accumulated goodwill impairment losses for Tripadvisor totaled $1,571 million. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Debt | (7) Debt Outstanding debt at December 31, 2020 and 2019 is summarized as follows: December 31, December 31, 2020 2019 amounts in millions TripCo margin loan $ — 355 TripCo variable prepaid forward 41 — Tripadvisor 2015 Credit Facility — — Tripadvisor Senior Notes 500 — Deferred financing costs (9) (2) Total consolidated TripCo debt $ 532 353 Less debt classified as current — — Total long-term debt $ 532 353 TripCo Debt In connection with the VPF transaction entered into on June 6, 2016, as described in note 5, TripCo borrowed $259 million against the VPF on June 23, 2016. TripCo unwound and terminated the VPF during the fourth quarter of 2019. The proceeds from the VPF, together with additional borrowings under the Margin Loan (defined below) and a special dividend from Tripadvisor were used to pay all outstanding borrowings against the VPF, which aggregated $270 million, including accrued interest. On March 10, 2020, TripSPV amended the Margin Loan agreement, which, among other things, modified the margin call thresholds which would require mandatory prepayment of the Margin Loan. On March 12, 2020, the closing share price of Tripadvisor common stock price fell below the minimum value and triggered the mandatory prepayment of all amounts outstanding under the Margin Loan. In connection with the New VPF entered into on March 9, 2020, as described in note 5, TripCo received a prepayment of $34 million on March 17, 2020. The term of the New VPF is three years . At maturity, the accreted loan amount due will be approximately $42 million. As of December 31, 2020, 2.4 million shares of Tripadvisor common stock, with a value of approximately $69 million, were pledged as collateral pursuant to the New VPF contract. On March 26, 2020, the proceeds from the New VPF, proceeds from the Series A Preferred Stock (described and defined in note 10) issuance, and cash on hand were used to pay all amounts outstanding under the Margin Loan, which aggregated $363 million, including accrued interest. During the year ended December 31, 2019, TripCo recorded $6 million of non-cash interest related to the Margin Loan. On February 18, 2021 the Company entered into a $25 million Senior Secured Revolving Credit Facility (the “Credit Facility”). The Credit Facility matures on the earliest of (i) February 18, 2024, (ii) if the holders of Series A Preferred Stock exercise their put rights (see note 10), the earlier of (a) the date that is 120 days from the date the holders of Series A Preferred Stock exercise their put rights or (b) the date the shares of Series A Preferred Stock are redeemed and (iii) 15 days following the consummation of certain change of control transactions. The Credit Facility will bear interest at LIBOR plus 3.00%. The Credit Facility will be drawn on primarily to cover corporate general and administrative expenses. Tripadvisor 2015 Credit Facility In June 2015, Tripadvisor entered into a five-year credit agreement, with a group of lenders (as amended, the “Credit Agreement”), which, among other things, provided for a $1 billion unsecured revolving credit facility (the “2015 Credit Facility”). In May 2017, the 2015 Credit Facility was amended to increase the aggregate amount of revolving loan commitments available to $1.2 billion and extend the maturity date from June 26, 2020 to May 12, 2020. On May 5, 2020, Tripadvisor amended the 2015 Credit Facility to, among other things, suspend the leverage ratio covenant on this facility beginning in the second quarter of 2020 and ending prior to September 30, 2021 (or such earlier date as elected by Tripadvisor), and replacing it with a minimum liquidity covenant (the “Leverage Covenant Holiday”), that requires Tripadvisor to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity, secured the obligations under the agreement, as well as decrease the aggregate amount of revolving loan commitments available to $1.0 billion from $1.2 billion. On December 17, 2020, to, among other things, to $500 million from $1.0 billion and extended the maturity date of the 2015 Credit Facility from May 12, 2022 to May 12, 2024. As of both December 31, 2020 and December 31, 2019 Tripadvisor had no outstanding borrowings under the 2015 Credit Facility. During the first quarter of 2020, Tripadvisor borrowed $700 million under the 2015 Credit Facility. These funds were drawn down as a precautionary measure to reinforce Tripadvisor’s liquidity position and preserve financial flexibility in light of uncertainty in the global markets resulting from COVID-19. Tripadvisor repaid these borrowings in full during the third quarter of 2020. During the timeframe for which the leverage ratio covenant is suspended, any outstanding or future borrowings under the 2015 Credit Facility will bear interest at LIBOR plus a 2.25% margin with a LIBOR floor of 1% per annum. Tripadvisor is also required to pay a quarterly commitment fee, at an applicable rate of 0.5%, on the daily unused portion of the revolving credit facility for each fiscal quarter during the Leverage Covenant Holiday and also additional fees in connection with the issuance of letters of credit. Tripadvisor may borrow from the 2015 Credit Facility in U.S. dollars, Euros and British pounds. In addition, the 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 December 31, 2020 and 2019, Tripadvisor had issued $3 million of outstanding letters of credit under the 2015 Credit Facility. Tripadvisor recorded interest and commitment fees on its 2015 Credit Facility of $10 million, $2 million and $3 million for the years ended December 31, 2020, 2019 and 2018, respectively, to interest expense on the consolidated statements of operations. In connection with the amendments to Tripadvisor’s 2015 Credit Facility in 2020, Tripadvisor incurred additional lender fees and debt financing costs totaling $7 million, which were capitalized as deferred financing costs and recorded to other long-term assets on the consolidated balance sheet, while $2 million of previously deferred financing costs related to the 2015 Credit Facility were immediately recognized to interest expense on the consolidated statement of operations for the year ended December 31, 2020. As of December 31, 2020, Tripadvisor had $5 million remaining in deferred financing costs in connection with the 2015 Credit Facility. These costs will be amortized over the remaining term of the 2015 Credit Facility, using the effective interest rate method, and recorded to interest expense on the consolidated statements of operations. There is no specific repayment date prior to the maturity date for any borrowings under the 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 Credit Agreement 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 Credit Agreement also limits Tripadvisor from repurchasing shares of its common stock, and paying dividends, among other restrictions, during the Leverage Covenant Holiday. In addition, to secure the obligations under the Credit Agreement, Tripadvisor and certain subsidiaries have granted security interests and liens in and on, substantially all of their assets, as well as pledged shares of certain of Tripadvisor’s subsidiaries. The Credit Agreement also Tripadvisor Senior Notes On July 9, 2020, Tripadvisor completed the sale of $500 million aggregate principal amount of 7.000% senior notes due July 15, 2025 (the "Senior Notes") pursuant to a purchase agreement, dated July 7, 2020, among Tripadvisor, the guarantors party thereto (the “Guarantors”) and the initial purchasers party thereto in a private offering. The Senior Notes were issued pursuant to an indenture, dated July 9, 2020 (the “Indenture”), among Tripadvisor, the Guarantors and the trustee. The Indenture provides, among other things, that interest will be payable on the Senior Notes on January 15 and July 15 of each year, beginning on January 15, 2021, until their maturity date of July 15, 2025. The Senior Notes are senior unsecured obligations of Tripadvisor and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. Tripadvisor has the option to redeem all or a portion of the Senior Notes at any time on or after July 15, 2022 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any. Tripadvisor may also redeem all or any portion of the Senior Notes at any time prior to July 15, 2022, at a price equal to 100% of the aggregate principal amount thereof plus a make-whole premium and accrued and unpaid interest, if any. In addition, before July 15, 2022, Tripadvisor may redeem up to 40% of the aggregate principal amount of the Senior Notes with the net proceeds of certain equity offerings at the redemption price set forth in the Indenture, provided that certain conditions are met. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the Indenture), Tripadvisor will be required to make an offer to purchase the Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. These features have been evaluated as embedded derivatives under GAAP, however, Tripadvisor has concluded they do not meet the requirements to be accounted for separately. In the third quarter of 2020, Tripadvisor used all proceeds from the Senior Notes to repay a portion of its 2015 Credit Facility outstanding borrowings. The deferred financing costs will be amortized over the remaining term of the Senior Notes, using the effective interest rate method, and recorded to interest expense on the consolidated statements of operations. The Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, restrict the ability of Tripadvisor and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; create restrictions affecting the ability of restricted subsidiaries to make distributions, loans or advances or transfer assets to Tripadvisor or the restricted subsidiaries; enter into certain transactions with Tripadvisor’s affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of Tripadvisor’s assets. Fair Value As of December 31, 2020, Tripadvisor estimated the fair value of its outstanding Senior Notes to be approximately $542 million and considered the Senior Notes to be a “Level 2” fair value measurement. The estimated fair value of the Senior Notes was based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source. Due to the primarily variable rate nature, TripCo believes that the carrying amount of its debt approximated fair value at December 31, 2020 and 2019. Debt Covenants |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Leases | (8) Leases Effective January 1, 2019, the Company adopted Accounting Standards Codification Topic 842 (“ASC 842”), and elected the transition method that allows for a cumulative-effect adjustment in the period of adoption. ASC 842 requires a company to recognize lease assets and lease liabilities arising from operating leases in the statement of financial position. Additionally, the criteria for classifying a lease as a finance lease versus an operating lease are substantially the same as the previous guidance. 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 Tripadvisor’s lease contracts contain both lease and non-lease components. Tripadvisor accounts separately for the lease and non-lease components of its 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. Operating Leases Tripadvisor leases office space in a number of countries around the world generally under non-cancelable lease agreements. Tripadvisor’s office space leases, exclusive of its 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 terminate Tripadvisor also establishes assets and liabilities for the present value of estimated future costs to return certain of its leased facilities to their original condition for asset retirement obligations. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated restoration costs and are included in other liabilities on the consolidated balance sheet. Tripadvisor’s asset retirement obligations were not material as of December 31, 2020 and December 31, 2019. Finance Lease extend the term Finance lease ROU assets and finance lease liabilities are recognized 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 consolidated statements of operations. The components of lease expense during the years ended December 31, 2020 and December 31, 2019 were as follows: Year ended December 31, 2020 December 31, 2019 in millions Operating lease cost (1) $ 28 24 Finance lease cost: Amortization of right-of-use assets (2) $ 10 9 Interest on lease liabilities (3) 4 4 Total finance lease cost $ 14 13 Sublease income (1) (3) (3) Total lease cost, net $ 39 34 (1) Included in operating expense, including stock-based compensation in the consolidated statement of operations. (2) Included in depreciation expense in the consolidated statement of operations. (3) Included in interest expense in the consolidated statement of operations. Prior to the adoption of ASC 842, rental expense under lease agreements amounted to $17 million for the year ended December 31, 2018. Supplemental balance sheet information related to leases is as follows: December 31, 2020 December 31, 2019 in millions Operating leases: Operating lease right-of-use assets (1) $ 54 74 Current operating lease liabilities (2) $ 21 20 Operating lease liabilities (3) 46 64 Total operating lease liabilities $ 67 84 Finance Lease: Finance lease right-of-use assets (4) $ 95 105 Current finance lease liabilities (2) $ 5 5 Finance lease liabilities (3) 71 78 Total finance lease liabilities $ 76 83 (1) Included in other assets, at cost, net of accumulated amortization in the consolidated balance sheet. (2) Included in accrued liabilities and other current liabilities in the consolidated balance sheet. (3) Included in other liabilities in the consolidated balance sheet. (4) Included in property and equipment, net in the consolidated balance sheet . Additional information related to leases is as follows for the periods presented: Year ended December 31, 2020 December 31, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 26 26 Operating cash outflows from finance lease $ 4 4 Financing cash outflows from finance lease $ 6 5 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 4 106 Finance lease $ — 88 As of December 31, 2020 December 31, 2019 Weighted-average remaining lease term Operating leases 3.7 years 4.4 years Finance lease 10.0 years 11.0 years Weighted-average discount rate Operating leases 3.99% 4.11% Finance lease 4.49% 4.49% Future lease payments under non-cancellable leases as of December 31, 2020 were as follows: Operating Leases Finance Lease in millions 2021 $ 25 10 2022 21 10 2023 13 10 2024 8 10 2025 3 10 Thereafter 2 46 Total future lease payments $ 72 96 Less: imputed interest (5) (20) Total $ 67 76 As of December 31, 2020, we did not have any additional operating or finance leases that have not yet commenced but that create significant rights and obligations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | (9) Income Taxes Income tax benefit (expense) consists of: Years ended December 31, 2020 2019 2018 amounts in millions Current: Federal $ 73 (31) (39) State and local 3 (6) (12) Foreign 3 (26) (14) $ 79 (63) (65) Deferred: Federal $ 37 27 14 State and local 28 20 (5) Foreign 8 32 (1) 73 79 8 Income tax benefit (expense) $ 152 16 (57) The following table presents a summary of our domestic and foreign earnings (losses) from continuing operations before income taxes: Years ended December 31, 2020 2019 2018 amounts in millions Domestic $ (855) (178) 3 Foreign (159) 46 45 Total $ (1,014) (132) 48 Income tax benefit (expense) differs from the amounts computed by applying the U.S. federal income tax rate of 21% as a result of the following: Years ended December 31, 2020 2019 2018 amounts in millions Computed expected tax benefits (expense) $ 213 28 (10) State and local taxes, net of federal income taxes 26 2 (14) Foreign taxes, net of foreign tax credits 3 13 11 Taxable dividend net of dividends received deduction — (13) — Basis difference in consolidated subsidiary (1) 22 (17) Change in valuation allowance (40) (11) (4) Change in unrecognized tax benefits (4) (25) (12) Federal tax credits 9 11 9 Stock-based compensation (14) (4) (8) Impairment of nondeductible goodwill (65) — — Rate differential on U.S. net operating loss carryback 23 — — Other 2 (7) (12) Income tax (expense) benefit $ 152 16 (57) During 2020, the Company recognized additional tax expense related to the impairment of goodwill that is not deductible for tax purposes. During 2019, the Company recognized additional tax expense for changes in unrecognized tax benefits and dividends from Tripadvisor not recognized for book purposes, net of a dividends received deduction. These expense items were partially offset by a net income tax benefit from earnings in foreign jurisdictions taxed at rates other than the 21% U.S. federal tax rate and federal income tax credits. During 2018, the Company recognized additional tax expense related to the recognition of deferred tax liabilities for basis differences in the stock of a consolidated subsidiary and changes in unrecognized tax benefits. These expense items were partially offset by a net income tax benefit from earnings in foreign jurisdictions taxed at rates other than the 21% U.S. federal tax rate. The CARES Act made tax law changes to provide financial relief to companies as a result of the business impacts of COVID-19. Key income tax provisions of the CARES Act include changes in net operating loss (“NOL”) carryback and carryforward rules, increase of the net interest expense deduction limit, and immediate write-off of qualified improvement property. The CARES Act allows us to carryback Tripadvisor’s U.S. federal NOLs incurred in 2020, generating an expected U.S. benefit of $76 million, of which $48 million will be refunded. This refund is recorded in income taxes receivable on our consolidated balance sheet as of December 31, 2020 and is expected to be received during 2021. Tripadvisor also reduced its long-term transition tax payable related to the 2017 Tax Cuts and Jobs Act by $28 million as a result of the NOL carryback. The tax effects of temporary differences and tax attributes that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below: December 31, 2020 2019 amounts in millions Deferred tax assets: Tax loss and credit carryforwards $ 141 89 Stock-based compensation 38 53 Lease financing obligation 23 24 Other (16) (23) Total deferred tax assets 186 143 Less: valuation allowance (122) (80) Net deferred tax assets 64 63 Deferred tax liabilities: Intangible assets (231) (297) Investments (13) (17) Other 4 3 Total deferred tax liabilities (240) (311) Net deferred tax liability $ (176) (248) During the year ended December 31, 2020, there was a $40 million increase in the Company’s valuation allowance that affected tax expense and a $2 million increase related to the impact of foreign exchange rates. As a result of the Tax Cuts and Jobs Act of 2017, foreign earnings may now generally be repatriated back to the U.S. without incurring U.S. federal income tax. Historically, Tripadvisor had asserted its intention to indefinitely reinvest the cumulative undistributed earnings of its foreign subsidiaries. In response to increased cash requirements in the U.S. related to Tripadvisor’s declaration of a special cash dividend and other strategic initiatives during the fourth quarter of 2019, Tripadvisor determined it no longer considers all foreign earnings to be indefinitely reinvested. As of December 31, 2020, $376 million of Tripadvisor’s cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested. Tripadvisor intends to indefinitely reinvest $118 million of these foreign earnings in its non-U.S. subsidiaries, which determination of any related unrecognized deferred income tax liability is not practicable. At December 31, 2020, the Company has a deferred tax asset of $141 million for federal, state, and foreign NOLs, interest expense carryforwards and tax credit carryforwards. Of this amount, $119 million is recorded at Tripadvisor. If not utilized to reduce income tax liabilities at Tripadvisor in future periods, these loss carryforwards and tax credits will expire at various times between 2021 and 2036. The remaining deferred tax asset of $22 million relates to federal and state NOL carryforwards and interest expense carryforwards recorded at TripCo. If not utilized to reduce income tax liabilities at TripCo in future periods, $17.1 million of these NOL carryforwards will expire at various times between 2023 and 2037. The remaining $4.9 million of NOLs and interest expense carryforwards may be carried forward indefinitely. These carryforwards recorded at Tripadvisor and TripCo are expected to be utilized prior to expiration, except for $122 million of NOLs, interest expense carryforwards, and tax credit carryforwards, which based on current projections may expire unused. A reconciliation of unrecognized tax benefits is as follows (amounts in millions): Years ended December 31, 2020 2019 2018 Balance at beginning of year $ 140 136 123 Additions based on tax positions related to the current year 3 11 11 Additions for tax positions of prior years 1 1 2 Reductions for tax positions of prior years — (8) — Balance at end of year $ 144 140 136 As of December 31, 2020, 2019 and 2018, the Company had recorded tax reserves of $144 million, $140 million and $136 million, respectively, related to unrecognized tax benefits for uncertain tax positions, which are classified as long-term and included in other long-term liabilities on the consolidated balance sheets. Prior to the acquisition of a controlling interest in Tripadvisor in December 2012, the Company did not have any unrecognized tax benefits for uncertain tax positions. If the unrecognized tax benefits were to be recognized for financial statement purposes, approximately $74 million, $82 million and $87 million for the years ended December 31, 2020, 2019 and 2018, respectively, would be reflected in the Company’s tax expense and affect its effective tax rate. The Company’s estimate of its unrecognized tax benefits related to uncertain tax positions requires a high degree of judgment. The Company anticipates that the liability for unrecognized tax benefits could decrease by up to $4 million within the next twelve months due to the settlement of examinations of issues with tax authorities. As of December 31, 2020 and 2019, the Company had recorded approximately $35 million and $29 million, respectively, of accrued interest and penalties related to uncertain tax positions. As of December 31, 2020, TripCo’s tax years prior to 2017 are closed for federal income tax purposes, and the Internal Revenue Service (“IRS”) has completed its examination of TripCo’s 2017 and 2018 tax years. Because TripCo’s ownership of Tripadvisor is less than the required 80%, Tripadvisor does not consolidate with TripCo for federal income tax purposes. Prior to December 2011, Tripadvisor was included in the consolidated federal income tax returns filed by Expedia. Expedia’s 2009, 2010 and short-period 2011 tax years are currently being audited by the IRS. Tripadvisor and Expedia are parties to a tax sharing agreement whereby Tripadvisor is generally required to indemnify Expedia for any taxes resulting from the Expedia spin-off (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies) to the extent such amounts resulted from (i) any act or failure to act by Tripadvisor described in the covenants in the tax sharing agreement, (ii) any acquisition of Tripadvisor’s equity securities or assets or those of a member of its group, or (iii) any failure of the representations with respect to Tripadvisor or any member of its group to be true or any breach by Tripadvisor or any member of its group of any covenant, in each case, which is contained in the separation documents or in the documents relating to the IRS private letter ruling and/or the opinion of counsel. Tripadvisor is undergoing an audit by the IRS for the short-period 2011, 2012-2016, and 2018 tax years and is also under an employment tax audit by the IRS for the 2015 through 2017 tax years. Various states are currently examining Tripadvisor’s prior year’s state income tax returns. Tripadvisor is no longer subject to tax examinations by tax authorities for years prior to 2009. As of December 31, 2020, no material assessments have resulted, except as noted below. In January 2017 and April 2019, as part of Expedia’s IRS audit, Tripadvisor received Notices of Proposed Adjustment from the IRS for the 2009, 2010 and 2011 tax years. Subsequently, in September 2019, as part of Tripadvisor’s standalone audit, Tripadvisor received Notices of Proposed Adjustment from the IRS for the 2012 and 2013 tax years, and in August 2020, Tripadvisor received Notices of Proposed Adjustment from the IRS for the 2014, 2015 and 2016 tax years. These proposed adjustments are related to certain transfer pricing arrangements with Tripadvisor’s foreign subsidiaries, and would result in an increase to Tripadvisor’s worldwide income tax expense in an estimated range of $95 million to $105 million at the close of the audit if the IRS prevails, which includes $20 million to $30 million related to the 2009 through 2011 pre Expedia spin-off tax years. The estimated range takes in consideration competent authority relief and transition tax regulations, and is exclusive of deferred tax consequences and interest expense, which would be significant. Tripadvisor disagrees with the proposed adjustments and intends to defend its position through applicable administrative and, if necessary, judicial remedies. Tripadvisor’s policy is to review and update tax reserves as facts and circumstances change. Based on Tripadvisor’s interpretation of the regulations and available case law, it believes the position taken with regard to transfer pricing with its foreign subsidiaries is sustainable. In addition to the risk of additional tax for 2009 through 2016 years, Tripadvisor would be subject to significant additional tax liabilities. Tripadvisor has requested competent authority assistance under the Mutual Agreement Procedure for tax years 2009 through 2013. Tripadvisor expects the competent authorities to present a resolution for the 2009 through 2011 tax years in the near future. Upon receipt, Tripadvisor will assess the resolution provided by the competent authorities as well as its impact on its existing income tax reserves for all open subsequent years. In January 2021, Tripadvisor received an issue closure notice relating to adjustments for 2012 through 2016 tax years from HM Revenue & Customs (“HMRC”). These proposed adjustments are related to certain transfer pricing arrangements with Tripadvisor’s foreign subsidiaries and would result in an increase to its worldwide income tax expense in an estimated range of $45 million to $55 million, exclusive of interest expense, at the close of the audit if HMRC prevails. Tripadvisor disagrees with the proposed adjustments and intends to defend its position through applicable administrative and, if necessary, judicial remedies. Tripadvisor’s policy is to review and update tax reserves as facts and circumstances change. Based on its interpretation of the regulations and available case law, Tripadvisor believes the position it has taken with regard to transfer pricing with its foreign subsidiaries is sustainable. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Redeemable Preferred Stock | |
Redeemable preferred stock | (10) Redeemable Preferred Stock On March 15, 2020, TripCo and Gregory B. Maffei entered into an Investment Agreement (the “Investment Agreement”) with Certares Holdings LLC, Certares Holdings (Blockable) LLC and Certares Holdings (Optional) LLC with respect to an investment in TripCo’s Series A Preferred Stock, which was later assigned to Certares LTRIP LLC (“Certares” or the “Purchaser”). Pursuant to the assigned Investment Agreement, on March 26, 2020, TripCo issued 325,000 shares of Series A Preferred Stock to Certares for a purchase price of $1,000 per share. Priority The Series A Preferred Stock ranks senior to the shares of common stock of TripCo, with respect to dividend rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of TripCo. The Series A Preferred Stock has a liquidation value equal to the sum of (i) $1,000, plus (ii) all unpaid dividends (whether or not declared) accrued with respect to such share. Voting and Convertibility Dividends Redemption The Company is required to redeem for cash shares of Series A Preferred Stock on the earlier of (i) the first business day after the fifth anniversary of March 26, 2020, or (ii) subject to certain exceptions, a change in control of TripCo. The “Redemption Price” in a mandatory redemption or the exercise of a holder’s put right will equal the greater of (i) the sum of the liquidation value on the redemption date, plus all unpaid dividends accrued since the last dividend date, and (ii) the product of the (x) initial liquidation value, multiplied by (y) an accretion factor (determined based on a formula set forth in the Certificate of Designations for the Series A Preferred Stock) with respect to the Tripadvisor Common Stock, less (z) the aggregate amount of all dividends paid in cash or shares of Eligible Common Stock from March 26, 2020 through the applicable redemption date. Put Right Following March 26, 2021, the Purchaser will have the right to cause TripCo to redeem all of the outstanding shares of Series A Preferred Stock at the Redemption Price for, at the election of TripCo, cash, shares of Eligible Common Stock, shares of Tripadvisor Common Stock or any combination of the foregoing, subject to certain limitations (the “Put Option”). The Purchaser may exercise its put right by delivering notice to TripCo within a certain number of days following the filing by TripCo of its periodic reports with the SEC, and TripCo will have 180 days from the delivery of such notice to redeem the outstanding Series A Preferred Stock. If TripCo determines not to redeem the Series A Preferred Stock within that 180 -day period, TripCo may facilitate the sale of the Series A Preferred Stock and, if necessary, make the Purchaser whole for any shortfall from the redemption price. The Company evaluated the Put Option as an embedded derivative and determined it is not required to be bifurcated. Recognition As the Series A Preferred Stock is redeemable and the redemption triggers are outside of TripCo’s control, the Company is required to classify the shares outside of permanent equity. The Company will calculate the carrying value of the Series A Preferred Stock pursuant to the Redemption Price calculation, and any changes in the carrying value of the Series A Preferred Stock will be recorded directly to retained earnings, or to additional paid-in capital in the absence of retained earnings. The Company must adjust net earnings for the change in the carrying value of the Series A Preferred Stock to determine the net earnings attributable to common shareholders to be used in the calculation of EPS. For the year ended December 31, 2020, the adjustment for the Redemption Price, including transaction costs, was approximately $150 million. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | (11) Stockholders’ Equity Common Stock Subsidiary Purchases of Common Stock On January 31, 2018, Tripadvisor’s Board of Directors authorized repurchases of up to $250 million of its shares of common stock under a share repurchase program. This share repurchase program has no expiration date but may be suspended or terminated by Tripadvisor’s Board of Directors at any time. During the year ended December 31, 2018, Tripadvisor repurchased 2,582,198 shares of its outstanding common stock for $100 million in the aggregate. On November 1, 2019, Tripadvisor’s Board of Directors authorized the repurchase of an additional $100 million in shares of its common stock under its existing share repurchase program, which increased the amount available under this share repurchase program to $250 million. During the year ended December 31, 2019, Tripadvisor repurchased 2,059,846 shares of its outstanding common stock for $60 million in the aggregate. As of December 31, 2019, Tripadvisor had approximately $190 million remaining available to repurchase shares of its common stock under this share repurchase program. During the year ended December 31, 2020, Tripadvisor repurchased 4,707,450 shares of its outstanding stock for $115 million in the aggregate. As of December 31, 2020, Tripadvisor had approximately $75 million remaining available to repurchase shares of its common stock under this share repurchase program. While Tripadvisor’s Board of Directors has not suspended or terminated its share repurchase program, the terms of the Credit Agreement currently limit Tripadvisor from engaging in share repurchases during the Leverage Covenant Holiday and the terms of its Indenture impose certain limitations and restrictions on share repurchases. Refer to note 7 for further information about the Credit Agreement and the Indenture. Subsidiary Dividends On November 1, 2019, Tripadvisor’s Board of Directors declared a special cash dividend of $3.50 per share, or approximately $488 million in the aggregate. The dividend was payable on December 4, 2019 to stockholders of record on November 20, 2019. TripCo’s share of the dividend was $108 million based on our ownership in Tripadvisor. During the years ended December 31, 2020 and 2018, Tripadvisor’s Board of Directors did not declare any dividends on its common stock. Any determination by Tripadvisor to pay dividends in the future will be at the discretion of Tripadvisor’s Board of Directors and will depend on its results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by Tripadvisor’s Board of Directors. Tripadvisor’s ability to pay dividends is also limited by the terms of the Credit Agreement during the Leverage Covenant Holiday. In connection with the declaration of such dividends, Tripadvisor’s non-vested RSUs are entitled to dividend equivalents, which will be payable to the holder subject to, and only upon vesting of, the underlying awards. Tripadvisor’s outstanding stock options are not entitled to dividend or dividend equivalents. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | (12) 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). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and re-measures the fair value of the Award at each reporting date. Pursuant to the Liberty TripAdvisor Holdings, Inc. 2019 Omnibus Incentive Plan, the Company may grant Awards in respect of a maximum of 5.0 million shares of TripCo common stock. Awards generally vest over 1 7 TripCo – Grants During the years ended December 31, 2020 and 2019, TripCo granted 573 thousand and 27 thousand options, respectively, to purchase shares of Series B TripCo common stock to our CEO. Such options had a GDFV of $2.41 per share and $6.41 per share, respectively, at the time they were granted. The 2020 options vested immediately upon grant, and the 2019 options vested on December 31, 2019. Also during the years ended December 31, 2020 and 2019, TripCo granted 242 thousand and 35 thousand performance-based RSUs, respectively, of Series B TripCo common stock to our CEO. The performance-based RSUs had a GDFV of $3.08 per share and $14.17 per share, respectively, at the time they were granted. The performance-based RSUs cliff vest one year from the month of grant, 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. During the year ended December 31, 2020, TripCo granted 30 thousand time-based RSUs of Series B TripCo common stock to our CEO which had a GDFV of $4.76 per share and cliff vested on December 10, 2020. This RSU grant was issued in lieu of our CEO receiving 50% of his remaining base salary for the last three quarters of calendar year 2020, and he waived his right to receive the other 50%, in each case, in light of the ongoing financial impact of COVID-19. In addition, during the years ended December 31, 2020 and 2019, TripCo granted 1 million and 320 thousand time-based RSUs, respectively, of Series B TripCo common stock to our CEO. These time-based RSUs cliff vest on December 7, 2024 and December 15, 2023, respectively, and represent two upfront grants related to the CEO’s new employment agreement. See discussion in note 1 regarding the new compensation agreement with TripCo’s CEO. During the years ended December 31, 2020 and 2019, TripCo granted to its employees 499 thousand and 73 thousand options, respectively, to purchase shares of Series A TripCo common stock. Such options had a weighted average GDFV of $2.58 per share and $3.53 per share, respectively, and vest between two During the years ended December 31, 2020, 2019 and 2018, TripCo granted 148 thousand, 79 thousand and 59 thousand options, respectively, to purchase shares of Series A TripCo common stock to its non-employee directors. Such options had a weighted average GDFV of $2.76, $3.42 and $8.83 per share, respectively, and cliff vest over a 1-year vesting period. There were no exercises, forfeitures The Company has calculated the GDFV for all of its equity classified awards and any subsequent re-measurement of its liability classified awards using the Black-Scholes-Merton Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made in 2020, 2019 and 2018, the range of expected terms was 4.8 years to 6.3 years. The volatility used in the calculation for Awards is based on the historical volatility of TripCo common stock. For grants made in 2020, 2019 and 2018, the range of volatilities was 49.5% to 82.1%. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. TripCo - Outstanding Awards The following tables present the number and weighted average exercise price (“WAEP”) of 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, 2020 717 $ 13.65 Granted 647 $ 4.12 Exercised — $ — Forfeited/Cancelled (278) $ 14.42 Outstanding at December 31, 2020 1,086 $ 7.78 5.8 $ — Exercisable at December 31, 2020 367 $ 14.37 4.0 $ — Weighted average remaining Aggregate contractual intrinsic Series B WAEP life value in thousands in years in millions Outstanding at January 1, 2020 1,824 $ 27.63 Granted 573 $ 3.76 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at December 31, 2020 2,397 $ 21.93 4.7 $ 18 Exercisable at December 31, 2020 2,397 $ 21.93 4.7 $ 18 As of December 31, 2020, the total unrecognized compensation cost related to unvested equity Awards was $8.6 million. Such amount will be recognized in the Company’s statements of operations over a weighted average period of approximately two years. As of December 31, 2020, TripCo reserved 3.5 million shares of Series A and Series B TripCo common stock for issuance under exercise privileges of outstanding stock Awards. TripCo - Exercises The aggregate intrinsic value of all TripCo options exercised during the year ended December 31, 2018 was $117 thousand. No TripCo options were exercised in 2020 or 2019. TripCo — Restricted Stock and Restricted Stock Units The aggregate fair value of all restricted stock and restricted stock units of TripCo common stock that vested during the years ended December 31, 2020, 2019 and 2018 was $554 thousand, $159 thousand and $9 thousand, respectively. As of December 31, 2020, TripCo had approximately 1.8 million unvested restricted stock and restricted stock units of Series A and Series B TripCo common stock held by certain directors, officers and employees of the Company with a weighted average GDFV of $4.64 per share. Tripadvisor Equity Grant Awards On June 21, 2018, Tripadvisor’s stockholders approved the 2018 Stock and Annual Incentive Plan (the “2018 Plan”) primarily for the purpose of providing sufficient reserves of shares of Tripadvisor’s common stock to ensure its ability to continue to provide new hires, employees and management with equity incentives. The number of shares reserved and available for issuance under the 2018 Plan is 6,000,000 plus the number of shares available for issuance (and not subject to outstanding awards) under the Amended and Restated 2011 Stock and Annual Incentive Plan (the “2011 Plan”), as of the effective date of the 2018 Plan and no additional awards will be granted under the 2011 Plan. The 2018 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, and other stock-based awards to Tripadvisor’s directors, officers, employees and consultants. Grants were valued using a volatility of 43.4% and the applicable risk free rate for an expected term of 5.3 years for the year ended December 31, 2020, volatility of 42.1% and the applicable risk free rate for an expected term of 5.2 years for the year ended December 31, 2019 and a volatility of 41.9% and the applicable risk free rate for an expected term of 5.5 years for the year ended December 31, 2018. Performance-based stock options and RSUs vest upon achievement of certain Tripadvisor company-based performance conditions and a requisite service period. On the date of grant, the fair value of stock options is calculated using a Black-Scholes-Merton model, which incorporates assumptions to value stock-based awards, including the risk-free rate of return, expected volatility, expected term and expected dividend yield. If, upon grant, Tripadvisor assesses the achievement of performance targets as probable, compensation expense is recorded for the awards over the estimated performance period on a straight-line basis. At each reporting period, the probability of achieving the performance targets and the performance period required to meet those targets is assessed. To the extent actual results or updated estimates differ from Tripadvisor’s estimates, the cumulative effect on current and prior periods of those changes will be recorded in the period estimates are revised, or the change in estimate will be applied prospectively depending on whether the change affects the estimate of total compensation cost to be recognized or merely affects the period over which compensation cost is to be recognized. The following table presents the number, WAEP and aggregate intrinsic value of stock options to purchase Tripadvisor common stock granted under their 2011 Plan and 2018 Plan: Weighted Average Remaining Aggregate Number of Contractual Intrinsic Options WAEP Life Value in thousands in years in millions Outstanding at January 1, 2020 6,017 $ 50.27 Granted 1,106 $ 25.23 Exercised (4) $ 22.94 Cancelled or expired (1,504) $ 46.72 Outstanding at December 31, 2020 5,615 $ 46.31 5.3 $ 3 Exercisable at December 31, 2020 3,293 $ 55.87 3.4 $ — The weighted average GDFV of service based stock options under their 2011 Plan and 2018 Plan was $10.08 for the year ended December 31, 2020. These stock options generally have a term of ten years from the date of grant and typically vest equally over a four year requisite service period. As of December 31, 2020, the total number of shares reserved for future stock-based awards under the 2018 Plan is approximately 8.4 million shares. Tripadvisor related stock-based compensation for the year ended December 31, 2020 was approximately $109 million. As of December 31, 2020, the total unrecognized compensation cost related to unvested Tripadvisor stock options was approximately $18 million and will be recognized over a weighted average period of approximately 1.7 years. On May 27, 2020 and July 15, 2020, Tripadvisor’s Compensation Committee of its Board of Directors, approved modifications to the Company’s annual RSU and stock option grants, respectively, issued to its employees in the first quarter of 2020. Such modifications reduced the original grant-date vesting period from four years to two years. Tripadvisor estimates these modifications resulted in the acceleration and recognition of an additional $17 million of stock-based compensation expense during the year ended December 31, 2020, given the modified vesting term. There was no change to the original fair value of the impacted RSUs or stock options as a result of this modification. Restricted Stock Units and Market-based Restricted Stock Units RSUs are stock awards that are granted to employees entitling the holder to shares of Tripadvisor common stock as the award vests. RSUs are measured at fair value based on the quoted price of Tripadvisor common stock at the date of grant. The fair value of RSUs is amortized as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the GDFV of the award that is vested at that date. Tripadvisor issues market-based performance restricted stock units (“MSUs”), which vest upon achievement of specified levels of market conditions. The fair value of the MSUs is estimated at the date of grant using a Monte-Carlo simulation model. The probabilities of the actual number of market-based performance units expected to vest and resultant actual number of shares of Tripadvisor common stock expected to be awarded are reflected in the grant date fair values; therefore, the compensation expense for these awards will be recognized assuming the requisite service period is rendered and are not adjusted based on the actual number of awards that ultimately vest. During the year ended December 31, 2020, Tripadvisor granted approximately 7 million units, vested and released approximately 3 million units, and had cancellations of approximately 4 million units, which included primarily service-based RSUs and market-based MSUs under the 2018 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, vested and released, and cancelled during 2020 was $24.49 per share, $43.48 per share, and $36.40 per share, respectively. As of December 31, 2020, the total unrecognized compensation cost related to 8 million unvested Tripadvisor RSUs and MSUs outstanding was approximately $160 million which will be recognized over the remaining vesting term of approximately 1.7 years. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefit Plans | |
Employee Benefit Plans | (13) Employee Benefit Plans Tripadvisor sponsors a 401(k) plan and makes matching contributions to the plans based on a percentage of the amount contributed by employees. Employer cash contributions related to Tripadvisor were $11 million, $14 million and $13 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | (14) Commitments and Contingencies Off-Balance Sheet Arrangements TripCo did not have any other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources. 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 patent and intellectual property rights (including alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition and consumer matters), 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 consolidated financial statements. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Information | |
Segment Information | (15) 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. ● Hotels, Media & Platform – includes the following revenue sources: (1) Tripadvisor-branded hotels revenue – primarily consisting of hotel auction revenue, subscription-based advertising, CPA revenue and hotel sponsored placements revenue; and (2) Tripadvisor-branded display and platform revenue – consisting of display-based advertising 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), 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 primarily 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. Performance Measures For segment reporting purposes, TripCo defines Adjusted OIBDA 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. Revenue and Adjusted OIBDA are summarized as follows: Years ended December 31, 2020 2019 2018 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions Hotels, Media & Platform $ 361 13 939 378 1,001 329 Experiences & Dining 186 (79) 456 5 372 48 Corporate and other 57 5 165 47 242 39 Consolidated TripCo $ 604 (61) 1,560 430 1,615 416 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. Revenue by Geographic Area The Company measures its geographic revenue information based on the physical location of the Tripadvisor subsidiary which generates the revenue, which is consistent with the measurement of long-lived physical assets, or property and equipment, net. December 31, 2020 2019 2018 amounts in millions United States $ 302 821 835 United Kingdom 169 466 508 Other countries 133 273 272 Consolidated TripCo $ 604 1,560 1,615 Long-lived Assets by Geographic Area December 31, 2020 2019 amounts in millions United States $ 118 137 Other countries 14 18 Consolidated TripCo $ 132 155 The following table provides a reconciliation of Adjusted OIBDA to operating income and earnings (loss) before income taxes: Years ended December 31, 2020 2019 2018 amounts in millions Adjusted OIBDA $ (61) 430 416 Restructuring and related reorganization costs (41) (1) — Legal settlement — — (5) Stock-based compensation (112) (131) (123) Depreciation and amortization (168) (169) (160) Impairment of intangible assets (550) (288) — Operating income (loss) (932) (159) 128 Interest expense (41) (22) (26) Realized and unrealized gains (losses) on financial instruments, net (19) 36 (59) Other, net (22) 13 5 Earnings (loss) before income taxes $ (1,014) (132) 48 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid investments, generally including money market funds, term deposits and marketable securities, with maturities of three months or less at the time of acquisition. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for credit losses. Such allowance aggregated $33 million and $25 million at December 31, 2020 and 2019, respectively. Tripadvisor records accounts receivable at the invoiced amount, and its customer invoices are generally due 30 days from the time of invoicing. Collateral is not required for accounts receivable. Tripadvisor historically recorded an allowance for doubtful accounts using the incurred loss model. Upon adoption of Accounting Standards Codification Topic 326 – Financial Instruments – Credit Losses |
Investments | Investments All marketable securities held by the Company are carried at fair value, generally based on quoted market prices. Fair values are determined for each individual security in the investment portfolio. Unrealized gains and losses, net of taxes, arising from changes in fair value are reported in accumulated other comprehensive income (loss) as a component of equity. For those investments in which the Company has the ability to exercise significant influence, the equity method of accounting is used. Under this method, the investment, originally recorded at cost, is adjusted to recognize the Company’s share of net earnings or losses of the affiliate as they occur rather than as dividends or other distributions are received. Losses are limited to the extent of the Company’s investment in, advances to and commitments for the investee. In the event the Company is unable to obtain accurate financial information from an equity affiliate in a timely manner, the Company records its share of earnings or losses on a lag. For those equity securities without readily determinable values, the Company elected the measurement alternative (defined as the cost of the security, adjusted for changes in fair value when there are observable prices, less impairments). The classification of investments is determined at the time of purchase and reevaluated at each balance sheet date. We invest in highly-rated securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. The policy requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss and providing liquidity of investments sufficient to meet our operating and capital spending requirements and debt repayments. Marketable securities are classified as either short-term or long-term based on each instrument’s underlying contractual maturity date and as to whether and when we intend to sell a particular security prior to its maturity date. Marketable securities with maturities greater than 90 days at the date of purchase and 12 months or less remaining at the balance sheet date will be classified as short-term and marketable securities with maturities greater than 12 months from the balance sheet date will generally be classified as long-term. We classify our marketable equity securities, limited to money market funds and mutual funds, as either a cash equivalent, short-term or long-term based on the nature of each security and its availability for use in current operations. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis. We may sell certain of our marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and liquidity and duration management. The weighted average maturity of our total invested cash shall not exceed 18 months, and no security shall have a final maturity date greater than three years. |
Derivatives Instruments | Derivative Instruments All of the Company’s derivatives, whether designated in hedging relationships or not, are recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive earnings and are recognized in the statement of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. If the derivative is not designated as a hedge, changes in the fair value of the derivative are recognized in earnings. None of the Company’s derivatives are currently designated as hedges. The fair value of certain of the Company’s derivative instruments are estimated using the Black-Scholes-Merton model. The Black-Scholes-Merton model incorporates a number of variables in determining such fair values, including expected volatility of the underlying security and an appropriate discount rate. The Company obtains volatility rates from pricing services based on the expected volatility of the underlying security over the remaining term of the derivative instrument. A discount rate is obtained at the inception of the derivative instrument and updated each reporting period, based on the Company’s estimate of the discount rate at which it could currently settle the derivative instrument. The Company considered its own credit risk as well as the credit risk of its counterparties in estimating the discount rate. Management judgment is required in estimating the Black-Scholes-Merton model variables. |
Property and Equipment | Property and Equipment Property and equipment consists of the following (amounts in millions): December 31, 2020 2019 Finance lease right-of-use asset 114 114 Leasehold improvements 49 49 Computer equipment and purchased software 71 70 Furniture, office equipment and other 21 21 Total property and equipment $ 255 254 Property and equipment is recorded at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is three |
Leases | Leases The Company, through its consolidated companies, leases facilities in several countries around the world and certain equipment under non-cancelable lease agreements. Refer to note 8 for a discussion on accounting for leases and other financial disclosures. |
Intangible Assets | Intangible Assets Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment upon certain triggering events. Goodwill and other intangible assets with indefinite useful lives (collectively, "indefinite lived intangible assets") are not amortized, but instead are tested for impairment at least annually. Our annual impairment assessment of our indefinite-lived intangible assets is performed during the fourth quarter of each year. The accounting guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment test. The accounting guidance also allows entities the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. In evaluating goodwill on a qualitative basis, the Company reviews the business performance of each reporting unit and evaluates other relevant factors as identified in the relevant accounting guidance to determine whether it was more likely than not that an indicated impairment exists for any of our reporting units. The Company considers whether there are any negative macroeconomic conditions, industry specific conditions, market changes, increased competition, increased costs in doing business, management challenges, the legal environments and how these factors might impact company specific performance in future periods. As part of the analysis, the Company also considers fair value determinations for certain reporting units that have been made at various points throughout the current year and prior year for other purposes. If, based on the qualitative analysis, it is more likely than not that an impairment exists, the Company performs the quantitative impairment test. The quantitative goodwill impairment test compares the estimated fair value of a reporting unit to its carrying value. Developing estimates of fair value requires significant judgments, including making assumptions about appropriate discount rates, perpetual growth rates, relevant comparable market multiples, public trading prices and the amount and timing of expected future cash flows. The cash flows employed in TripCo's valuation analyses, where applicable, are based on management's best estimates considering current marketplace factors and risks as well as assumptions of growth rates in future years. There can be no assurance that actual results will approximate these forecasts. The accounting guidance also permits entities to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset, other than goodwill, is impaired. The accounting guidance also allows entities the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to the quantitative impairment test. The entity may resume performing the qualitative assessment in any subsequent period. If the qualitative assessment supports that it is more likely than not that the carrying value of the Company’s indefinite-lived intangible assets, other than goodwill, exceeds its fair value, then a quantitative assessment is performed. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. See note 6 for discussion of goodwill and trademark impairments. |
Websites and Internal Use Software Development Costs | Websites and Internal Use Software Development Costs Certain costs incurred during the application development stage related to the development of websites and internal use software are capitalized and included in other intangible assets subject to amortization. Capitalized costs include internal and external costs, if direct and incremental, and deemed by management to be significant. Costs related to the planning and post-implementation phases of software and website development are expensed as these costs are incurred. Maintenance and enhancement costs (including those costs in the post-implementation stages) are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software resulting in added functionality, in which case the costs are capitalized. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company periodically reviews the carrying amounts of its property and equipment and its intangible assets (other than goodwill and indefinite-lived intangibles) to determine whether current events or circumstances indicate that such carrying amounts may not be recoverable. If the carrying amount of the asset group is greater than the expected undiscounted cash flows to be generated by such asset group, including its ultimate disposition, an impairment adjustment is recognized. Such adjustment is measured by the amount that the carrying value of such asset groups exceeds their fair value. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows using an appropriate discount rate. Considerable management judgment is necessary to estimate the fair value of asset groups. Accordingly, actual results could vary significantly from such estimates. Asset groups to be disposed of are carried at the lower of their financial statement carrying amount or fair value less costs to sell. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interest relates to the equity ownership interest in Tripadvisor that the Company does not own. The Company reports noncontrolling interests of consolidated companies within equity in the consolidated balance sheets and the amount of net income attributable to the parent and to the noncontrolling interest is presented in the consolidated statements of operations. Also, changes in ownership interests in consolidated companies in which the Company maintains a controlling interest are recorded in equity. |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company is the United States (“U.S.”) dollar. The functional currency of the Company’s foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings (loss) in equity. Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in the accompanying consolidated statements of operations and comprehensive earnings (loss) as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions. Accordingly, we have recorded foreign currency exchange gains of $4 million and losses of $3 million and $6 million for the years ended December 31, 2020, 2019, and 2018, respectively, in other, net on our consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Tripadvisor generates all of its revenue from contracts with customers. It recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that it expects to receive in exchange for those services. When Tripadvisor acts as an agent in the transaction, it recognizes revenue for only its commission on the arrangement. Tripadvisor determines revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, Tripadvisor satisfies a performance obligation At contract inception, Tripadvisor assesses the services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, Tripadvisor considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. There was no significant revenue recognized in the years ended December 31, 2020 and 2019 related to performance obligations satisfied in prior periods. Tripadvisor has applied a practical expedient and does not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year, and Tripadvisor does not have any material unsatisfied performance obligations over one year. The value related to Tripadvisor’s remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved. The timing of services, invoicing and payments do not include a significant financing component. Tripadvisor’s customer invoices are generally due 30 days from the time of invoicing. Tripadvisor recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. Although the substantial majority of its contract costs have an amortization period of less than one year, Tripadvisor has determined contract costs arising from certain sales incentives have an amortization period in excess of one year given the high likelihood of contract renewal. Sales incentives are not paid upon renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2020 and 2019, there were $4 million of unamortized contract costs in other assets, at cost, net of accumulated amortization in the consolidated balance sheet. These contract costs are amortized on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling, general and administrative expense during both the years ended December 31, 2020 and 2019, were $1 million, and not material for the year ended December 31, 2018. Tripadvisor assesses such assets for impairment when events or circumstances indicate that the carrying amount may not be recoverable. The recognition of revenue may require the application of judgment related to the determination of the performance obligations, the timing of when the performance obligations are satisfied and other areas. The determination of Tripadvisor’s performance obligations does not require significant judgment given that it generally does not provide multiple services to a customer in a transaction, and the point in which control is transferred to the customer is readily determinable. In instances where Tripadvisor recognizes revenue over time, it generally has either a subscription service that is recognized over time on a straight-line basis using the time-elapsed output method, or based on other output measures that provide a faithful depiction of the transfer of Tripadvisor’s services. When an estimate for cancellations is included in the transaction price, the estimate is based on historical cancellation rates and current trends. There have been no significant adjustments to Tripadvisor’s cancellation estimates and cancellation estimates are not significant. Taxes assessed by a government authority that are both imposed on and concurrent with a specific revenue–producing transaction, that are collected by Tripadvisor from a customer, are reported on a net basis, or in other words, excluded from revenue on its consolidated financial statements. The application of Tripadvisor’s revenue recognition policies and a description of the principal activities from which it generates revenue, are presented below. Hotels, Media & Platform Segment Tripadvisor-branded Hotels Revenue In addition, Tripadvisor offers subscription-based advertising to hotels, owners of B&Bs and other specialty lodging properties. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Tripadvisor also generates revenue from its cost-per-action, or “CPA” model, which consists of contextually-relevant booking links to its travel partners’ websites which are advertised on its platform. Tripadvisor earns a commission from its travel partners, based on a pre-determined contractual commission rate, for each traveler who clicks to and books a hotel reservation on the travel partners’ website, which results in a traveler stay. CPA revenue is billable only upon the completion of each traveler’s stay resulting from a hotel reservation. The travel partners provide the service to the travelers and Tripadvisor acts as an agent under ASC 606 – Revenue from Contracts with Customers Tripadvisor-branded Display and Platform Revenue Experiences & Dining Segment Tripadvisor provides information and services that allow consumers to research and book tours, activities and experiences in popular travel destinations primarily through Viator, Tripadvisor’s dedicated Experiences offering, and on the Tripadvisor 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 restaurant reservations in popular travel destinations through its dedicated restaurant reservations offering, TheFork, and on Tripadvisor-branded websites and mobile apps. Tripadvisor primarily generates transaction fees (or per seated diner fees) that are paid by Tripadvisor’s restaurant customers for diners seated primarily from bookings through TheFork’s online reservation system. Other Tripadvisor provides information and services that allow travelers to research and book vacation and short-term rental properties. The Rentals offering generates revenue primarily by offering individual property owners and managers the ability to list their properties on Tripadvisor’s websites and mobile apps thereby connecting with travelers through a free-to-list, commission-based option or, to a lesser extent, by an annual subscription-based fee structure. Tripadvisor earns commissions associated with rental transactions through its free-to-list model from both the traveler, and the property owner or manager. In addition, Practical Expedients and Exemptions Tripadvisor expenses costs to obtain a contract as incurred, such as sales incentives, when the amortization period would have been one Tripadvisor does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one Disaggregation of Revenue Years ended December 31, 2020 2019 2018 amounts in millions Hotels, Media & Platform Tripadvisor-branded hotels $ 292 779 848 Tripadvisor-branded display and platform 69 160 153 Total Hotels, Media & Platform 361 939 1,001 Experiences & Dining 186 456 372 Corporate and other 57 165 242 Total Revenue $ 604 1,560 1,615 December 31, December 31, 2020 2019 Accounts receivable $ 70 176 Contract assets 13 7 Total $ 83 183 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. 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. During the year ended December 31, 2020, Tripadvisor recorded approximately $6 million of incremental allowance for expected credit losses on accounts receivable and contract assets, when compared to the same period in 2019, primarily due to the impact of COVID-19. Actual future bad debt could differ materially from this estimate resulting from changes in Tripadvisor’s assumptions of the duration and ultimate severity of the impact of the COVID-19 pandemic. incur additional significant and unanticipated cancellations by consumers related to future travel, accommodations and tour bookings, which have been reserved by travelers and recorded as deferred revenue on our consolidated balance sheet as of December 31, 2020. |
Operating Expense | Operating Expense Operating expenses consist primarily of certain technology and content expenses, including personnel and overhead expenses which include salaries, benefits and bonuses for salaried employees and contractors engaged in the design, development, testing content support and maintenance of Tripadvisor’s websites and mobile apps. Operating expense also includes, to a lesser extent, costs of services which are expenses that are closely correlated or directly related to service revenue generated, including credit card and other booking transaction payment fees, data center costs, costs associated with prepaid tour tickets, ad serving fees, flight search fees and other transactions. Other costs include licensing, maintenance expense, computer supplies, telecom costs, content translation and localization costs and consulting costs. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of personnel and related overhead costs, including personnel engaged in leadership, finance, legal and human resource functions as well as professional service fees and other fees including audit, legal, tax and accounting, and other costs including bad debt expense and non-income taxes, such as sales, use and other non-income related taxes. |
Selling and Marketing | Selling and Marketing Selling and marketing expenses primarily consist of direct costs, including traffic generation costs from search engine marketing, or SEM, and other online traffic acquisition costs, syndication costs and affiliate program commissions, social media costs, brand advertising (including television and other offline advertising), promotions and public relations. In addition, our indirect sales and marketing expense consists of personnel and overhead expenses, including salaries, commissions, benefits, and bonuses for sales, sales support, customer support and marketing employees. Tripadvisor incurs advertising expense consisting of traffic generation costs from SEM and other online traffic costs, affiliate program commissions, display advertising, social media, other online and offline (primarily television) advertising expense, and promotions and public relations to promote its brands. Costs associated with communicating the advertisements are expensed in the period in which the advertisement takes place. Production costs associated with advertisements are expensed in the period in which the advertisement first takes place. |
Stock-Based Compensation | Stock-Based Compensation As more fully described in note 12, TripCo grants to its directors, employees and employees of its subsidiaries restricted stock and options (collectively, “Awards”) to purchase shares of TripCo common stock. TripCo measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) 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 measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date. Certain outstanding awards that were previously granted by Qurate Retail were assumed by TripCo upon the completion of the TripCo Spin-Off. Additionally, Tripadvisor is a consolidated company and has issued stock-based compensation to its employees related to its common stock. The consolidated statements of operations include stock-based compensation related to TripCo Awards and Tripadvisor equity awards. Included in the accompanying consolidated statements of operations are the following amounts of stock-based compensation for the years ended December 31, 2020, 2019 and 2018 (amounts in millions): December 31, 2020 2019 2018 Operating expense $ 45 56 52 Selling, general and administrative 67 75 71 $ 112 131 123 During the years ended December 31, 2020, 2019 and 2018, Tripadvisor capitalized $15 million, $19 million and $13 million, respectively, of stock-based compensation expense as internal-use software and website development costs. |
Income taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying value amounts and income tax bases of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards. The deferred tax assets and liabilities are calculated using enacted income tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. Net deferred tax assets are then reduced by a valuation allowance if the Company believes it more likely than not that such net deferred tax assets will not be realized. We consider all relevant factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carryforward periods available to us for tax reporting purposes, as well as assessing available tax planning strategies. The effect on deferred tax assets and liabilities of an enacted change in tax rates is recognized in income in the period that includes the enactment date. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law, tax sharing agreements or variances between our actual and anticipated operating results, we make certain judgments and estimates. Therefore, actual income taxes could materially vary from these estimates. When the tax law requires interest to be paid on an underpayment of income taxes, the Company recognizes interest expense from the first period the interest would begin accruing according to the relevant tax law. Such interest expense is included in income tax (expense) benefit in the accompanying consolidated statements of operations. Any accrual of penalties related to underpayment of income taxes on uncertain tax positions is included in income tax (expense) benefit in the accompanying consolidated statements of operations. We recognize in our consolidated financial statements the impact of a tax position, if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. |
Deferred Merchant Payables | Deferred Merchant Payables In Tripadvisor’s Experiences and Rentals free-to-list offerings, Tripadvisor generally receives cash from travelers at the time of booking and records these amounts, net of Tripadvisor’s commissions, on its consolidated balance sheets as deferred merchant payables. Tripadvisor pays the suppliers, generally the third-party experience providers and vacation rental owners, after the travelers’ use. Therefore, it receives cash from the traveler prior to paying the suppliers and this operating cycle represents a working capital source or use of cash to Tripadvisor. Tripadvisor’s deferred merchant payables balance was $36 million and $159 million for the years ended December 31, 2020 and 2019, respectively. |
Certain Risks and Concentrations | Certain Risks and Concentrations In addition to the impact of COVID-19 outlined in note 1, the Tripadvisor business is subject to certain risks and concentrations, including a concentration related to dependence on relationships with its customers. For the years ended December 31, 2020, 2019 and 2018, Tripadvisor’s two most significant travel partners, Expedia Group Inc. (“Expedia”) and Booking Holdings Inc., which each accounted for 10% or more of Tripadvisor’s consolidated revenue and combined accounted for approximately 25%, 33% and 37%, respectively, of its total revenue. |
Contingent Liabilities | Contingent Liabilities Periodically, the Company reviews the status of all significant outstanding matters to assess any potential financial exposure. When (i) it is probable that an asset has been impaired or a liability has been incurred and (ii) the amount of the loss can be reasonably estimated, we record the estimated loss in our consolidated statements of operations. The Company provides disclosure in the notes to the consolidated financial statements for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred that would be material to the consolidated financial statements. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. Accruals are based on the best information available at the time which can be highly subjective. The final outcome of these matters could vary significantly from the amounts included in the accompanying consolidated financial statements. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss), cumulative foreign currency translation adjustments, and unrealized gains and losses on available-for-sale securities, net of tax. |
Earnings (Loss) per Common Share (EPS) | Earnings (Loss) per Common Share (EPS) Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for the year ended December 31, 2020, are 1 million potential common shares because their inclusion would be antidilutive, and excluded from EPS for the years ended December 31, 2019 and 2018 are 2 million potential common shares because their inclusion would be antidilutive. Also excluded from EPS for the year ended December 31, 2020, because their inclusion would be antidilutive, were 13 million shares that are contingently issuable at the Company’s election pursuant to an exercise of the Put Option (defined and described in note 10), which were calculated in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock as if the Put Option had been exercised at December 31, 2020. Years ended December 31, 2020 (a) 2019 2018 in millions Numerator Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders $ (238) (22) (64) Less: Preferred stock carrying value adjustment and transaction costs 150 NA NA Net earnings (loss) available to common shareholders $ (388) (22) (64) Denominator Basic EPS 75 75 74 Potentially dilutive shares 1 — — Diluted EPS 76 75 74 (a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
Estimates | Estimates 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) recoverability and recognition of goodwill, intangible and long-lived assets and (ii) accounting for income taxes to be its most significant estimates. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and continue to adversely and materially impact our results of operations. As a result, some of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of property and equipment | Property and equipment consists of the following (amounts in millions): December 31, 2020 2019 Finance lease right-of-use asset 114 114 Leasehold improvements 49 49 Computer equipment and purchased software 71 70 Furniture, office equipment and other 21 21 Total property and equipment $ 255 254 |
Schedule of disaggregation of revenue | Years ended December 31, 2020 2019 2018 amounts in millions Hotels, Media & Platform Tripadvisor-branded hotels $ 292 779 848 Tripadvisor-branded display and platform 69 160 153 Total Hotels, Media & Platform 361 939 1,001 Experiences & Dining 186 456 372 Corporate and other 57 165 242 Total Revenue $ 604 1,560 1,615 |
Schedule of contract balances | December 31, December 31, 2020 2019 Accounts receivable $ 70 176 Contract assets 13 7 Total $ 83 183 |
Schedule of stock-based compensation expense | Included in the accompanying consolidated statements of operations are the following amounts of stock-based compensation for the years ended December 31, 2020, 2019 and 2018 (amounts in millions): December 31, 2020 2019 2018 Operating expense $ 45 56 52 Selling, general and administrative 67 75 71 $ 112 131 123 |
Reconciliation of Basic and Diluted Weighted Average Shares | Years ended December 31, 2020 (a) 2019 2018 in millions Numerator Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders $ (238) (22) (64) Less: Preferred stock carrying value adjustment and transaction costs 150 NA NA Net earnings (loss) available to common shareholders $ (388) (22) (64) Denominator Basic EPS 75 75 74 Potentially dilutive shares 1 — — Diluted EPS 76 75 74 (a) Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive. |
Supplemental Disclosures to C_2
Supplemental Disclosures to Consolidated Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Disclosures to Consolidated Statements of Cash Flows | |
Schedule of supplemental cash flow | Years ended December 31, 2020 2019 2018 amounts in millions Acquisitions, net of cash acquired: Intangibles not subject to amortization $ 8 85 12 Intangibles subject to amortization — 26 14 Fair value of other assets acquired (3) 5 — Net liabilities assumed — (8) — Deferred tax assets (liabilities) (1) — (2) Acquisitions, net of cash acquired $ 4 108 24 Equity method investment acquired for non-cash consideration $ — 41 — Cash paid for interest $ 24 28 8 Cash paid for income taxes $ 3 47 53 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Acquisitions | |
Schedule of purchase price allocations | Years ended December 31, 2019 2018 amounts in millions Goodwill (1) $ 88 11 Intangible assets 26 14 Net tangible assets (liabilities) (5) — Deferred tax liabilities, net — (2) Total purchase price consideration $ 109 23 (1) Goodwill of $53 million is not deductible for tax purposes. |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | December 31, 2020 December 31, 2019 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 $ 4 4 — 22 22 — Variable prepaid forward $ 14 — 14 NA NA NA |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Other Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Tripadvisor Hotels, Media & Platform Experiences & Dining Corporate and other Total (in millions) Balance at January 1, 2019 $ 2,443 - - - 2,443 Allocation to new segments (1) (2,443) 1,923 250 270 - Acquisition (2) - - 85 - 85 Other (3) - - (2) 1 (1) Balance at December 31, 2019 $ - 1,923 333 271 2,527 Allocation to new segments (4) - 6 - (6) - Impairments (5) - (279) - (21) (300) Dispositions (6) - - - (18) (18) Other (7) - - 29 2 31 Balance at December 31, 2020 $ - 1,650 362 228 2,240 (1) The Company changed its reportable segments in the first quarter of 2019. (2) Additions to goodwill relate to Tripadvisor’s acquisitions (see note 4). (3) Other changes are primarily due to foreign currency translation on goodwill. (4) Re-allocation of goodwill as a result of changes to reporting units related to Tripadvisor internal restructuring. (5) TripCo recorded an $18 million goodwill impairment related to a business that was sold in June 2020, and an additional $3 million goodwill impairment during the third quarter of 2020 as a result of strategic decisions made regarding Tripadvisor’s China business. See discussion of the Hotels, Media & Platform reporting unit impairment below. (6) Dispositions relates to the sale of the aforementioned Tripadvisor business. (7) Other changes primarily relate to immaterial acquisitions and foreign currency translation on goodwill. |
Schedule of intangible assets subject to amortization | December 31, 2020 December 31, 2019 Weighted Average Gross Net Gross Net Remaining carrying Accumulated carrying carrying Accumulated carrying Useful Life amount amortization amount amount amortization amount in years amounts in millions Customer relationships 1 $ 1,059 (992) 67 1,036 (910) 126 Other 3 589 (454) 135 552 (401) 151 Total $ 1,648 (1,446) 202 1,588 (1,311) 277 |
Schedule of future amortization expense | The estimated future amortization expense for the next five years related to intangible assets with definite lives as of December 31, 2020, assuming no subsequent impairment of the underlying assets, is as follows (amounts in millions): 2021 $ 80 2022 $ 35 2023 $ 31 2024 $ 28 2025 $ 25 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Schedule of outstanding debt | December 31, December 31, 2020 2019 amounts in millions TripCo margin loan $ — 355 TripCo variable prepaid forward 41 — Tripadvisor 2015 Credit Facility — — Tripadvisor Senior Notes 500 — Deferred financing costs (9) (2) Total consolidated TripCo debt $ 532 353 Less debt classified as current — — Total long-term debt $ 532 353 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases | |
Components of lease expense | Year ended December 31, 2020 December 31, 2019 in millions Operating lease cost (1) $ 28 24 Finance lease cost: Amortization of right-of-use assets (2) $ 10 9 Interest on lease liabilities (3) 4 4 Total finance lease cost $ 14 13 Sublease income (1) (3) (3) Total lease cost, net $ 39 34 (1) Included in operating expense, including stock-based compensation in the consolidated statement of operations. (2) Included in depreciation expense in the consolidated statement of operations. (3) Included in interest expense in the consolidated statement of operations. |
Schedule of balance sheet information | December 31, 2020 December 31, 2019 in millions Operating leases: Operating lease right-of-use assets (1) $ 54 74 Current operating lease liabilities (2) $ 21 20 Operating lease liabilities (3) 46 64 Total operating lease liabilities $ 67 84 Finance Lease: Finance lease right-of-use assets (4) $ 95 105 Current finance lease liabilities (2) $ 5 5 Finance lease liabilities (3) 71 78 Total finance lease liabilities $ 76 83 (1) Included in other assets, at cost, net of accumulated amortization in the consolidated balance sheet. (2) Included in accrued liabilities and other current liabilities in the consolidated balance sheet. (3) Included in other liabilities in the consolidated balance sheet. (4) Included in property and equipment, net in the consolidated balance sheet . |
Schedule of cash flow information related to leases | Year ended December 31, 2020 December 31, 2019 in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 26 26 Operating cash outflows from finance lease $ 4 4 Financing cash outflows from finance lease $ 6 5 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 4 106 Finance lease $ — 88 |
Schedule of weighted-average lease term and discount rate | As of December 31, 2020 December 31, 2019 Weighted-average remaining lease term Operating leases 3.7 years 4.4 years Finance lease 10.0 years 11.0 years Weighted-average discount rate Operating leases 3.99% 4.11% Finance lease 4.49% 4.49% |
Schedule of operating lease maturities | Operating Leases Finance Lease in millions 2021 $ 25 10 2022 21 10 2023 13 10 2024 8 10 2025 3 10 Thereafter 2 46 Total future lease payments $ 72 96 Less: imputed interest (5) (20) Total $ 67 76 |
Schedule of finance lease maturities | Operating Leases Finance Lease in millions 2021 $ 25 10 2022 21 10 2023 13 10 2024 8 10 2025 3 10 Thereafter 2 46 Total future lease payments $ 72 96 Less: imputed interest (5) (20) Total $ 67 76 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of income tax benefit (expense) | Years ended December 31, 2020 2019 2018 amounts in millions Current: Federal $ 73 (31) (39) State and local 3 (6) (12) Foreign 3 (26) (14) $ 79 (63) (65) Deferred: Federal $ 37 27 14 State and local 28 20 (5) Foreign 8 32 (1) 73 79 8 Income tax benefit (expense) $ 152 16 (57) |
Schedule of income before income taxes | Years ended December 31, 2020 2019 2018 amounts in millions Domestic $ (855) (178) 3 Foreign (159) 46 45 Total $ (1,014) (132) 48 |
Schedule of income tax benefit (expense) reconciliation to the effective tax rate | Years ended December 31, 2020 2019 2018 amounts in millions Computed expected tax benefits (expense) $ 213 28 (10) State and local taxes, net of federal income taxes 26 2 (14) Foreign taxes, net of foreign tax credits 3 13 11 Taxable dividend net of dividends received deduction — (13) — Basis difference in consolidated subsidiary (1) 22 (17) Change in valuation allowance (40) (11) (4) Change in unrecognized tax benefits (4) (25) (12) Federal tax credits 9 11 9 Stock-based compensation (14) (4) (8) Impairment of nondeductible goodwill (65) — — Rate differential on U.S. net operating loss carryback 23 — — Other 2 (7) (12) Income tax (expense) benefit $ 152 16 (57) |
Schedule of deferred income tax assets and liabilities | December 31, 2020 2019 amounts in millions Deferred tax assets: Tax loss and credit carryforwards $ 141 89 Stock-based compensation 38 53 Lease financing obligation 23 24 Other (16) (23) Total deferred tax assets 186 143 Less: valuation allowance (122) (80) Net deferred tax assets 64 63 Deferred tax liabilities: Intangible assets (231) (297) Investments (13) (17) Other 4 3 Total deferred tax liabilities (240) (311) Net deferred tax liability $ (176) (248) |
Schedule of reconciliation of unrecognized tax benefits | A reconciliation of unrecognized tax benefits is as follows (amounts in millions): Years ended December 31, 2020 2019 2018 Balance at beginning of year $ 140 136 123 Additions based on tax positions related to the current year 3 11 11 Additions for tax positions of prior years 1 1 2 Reductions for tax positions of prior years — (8) — Balance at end of year $ 144 140 136 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 717 $ 13.65 Granted 647 $ 4.12 Exercised — $ — Forfeited/Cancelled (278) $ 14.42 Outstanding at December 31, 2020 1,086 $ 7.78 5.8 $ — Exercisable at December 31, 2020 367 $ 14.37 4.0 $ — |
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, 2020 1,824 $ 27.63 Granted 573 $ 3.76 Exercised — $ — Forfeited/Cancelled — $ — Outstanding at December 31, 2020 2,397 $ 21.93 4.7 $ 18 Exercisable at December 31, 2020 2,397 $ 21.93 4.7 $ 18 |
Tripadvisor | |
Schedule of stock-based compensation activity | Weighted Average Remaining Aggregate Number of Contractual Intrinsic Options WAEP Life Value in thousands in years in millions Outstanding at January 1, 2020 6,017 $ 50.27 Granted 1,106 $ 25.23 Exercised (4) $ 22.94 Cancelled or expired (1,504) $ 46.72 Outstanding at December 31, 2020 5,615 $ 46.31 5.3 $ 3 Exercisable at December 31, 2020 3,293 $ 55.87 3.4 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Information | |
Schedule of performance measures | Years ended December 31, 2020 2019 2018 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions Hotels, Media & Platform $ 361 13 939 378 1,001 329 Experiences & Dining 186 (79) 456 5 372 48 Corporate and other 57 5 165 47 242 39 Consolidated TripCo $ 604 (61) 1,560 430 1,615 416 |
Schedule of revenue by geographic area | December 31, 2020 2019 2018 amounts in millions United States $ 302 821 835 United Kingdom 169 466 508 Other countries 133 273 272 Consolidated TripCo $ 604 1,560 1,615 |
Schedule of long-lived assets by geographic area | December 31, 2020 2019 amounts in millions United States $ 118 137 Other countries 14 18 Consolidated TripCo $ 132 155 |
Reconciliation of consolidated Adjusted OIBDA to operating income and earnings (loss) before income taxes | Years ended December 31, 2020 2019 2018 amounts in millions Adjusted OIBDA $ (61) 430 416 Restructuring and related reorganization costs (41) (1) — Legal settlement — — (5) Stock-based compensation (112) (131) (123) Depreciation and amortization (168) (169) (160) Impairment of intangible assets (550) (288) — Operating income (loss) (932) (159) 128 Interest expense (41) (22) (26) Realized and unrealized gains (losses) on financial instruments, net (19) 36 (59) Other, net (22) 13 5 Earnings (loss) before income taxes $ (1,014) (132) 48 |
Basis of Presentation - Descrip
Basis of Presentation - Description of Business (Details) $ / shares in Units, $ in Millions | Mar. 26, 2020$ / sharesshares | Dec. 31, 2019USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)itemshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Jul. 31, 2020USD ($) |
Redeemable preferred stock, shares issued | shares | 325,000 | 0 | 325,000 | 0 | |||
Dividend rate percentage | 8.00% | ||||||
Redeemable preferred stock, par value | $ / shares | $ 0.01 | ||||||
Shares issued price per share | $ / shares | $ 1,000 | ||||||
Number of markets with localized websites | item | 48 | ||||||
Number of languages worldwide | item | 28 | ||||||
Liberty Media | |||||||
Related Party Transaction, Amounts of Transaction | $ 4 | $ 4 | $ 3 | ||||
Liberty Media | CEO | |||||||
CEO compensation allocation percentage | 5.00% | ||||||
Employment agreement term | 5 years | ||||||
Annual base salary | $ 3 | ||||||
One-time cash commitment bonus | 5 | ||||||
Annual target cash performance bonus | 17 | ||||||
Annual equity awards | 17.5 | ||||||
Upfront awards | $ 90 | ||||||
Tripadvisor | |||||||
Income tax expense (benefit), CARES Act | (23) | ||||||
Government grants and other assistance | 12 | ||||||
Proceeds from government grants and other assistance | 10 | ||||||
Tripadvisor | 2015 Credit Facilities | |||||||
Borrowing on line of credit | $ 700 | ||||||
Tripadvisor | Senior Note | |||||||
Debt Instrument, Face Amount | $ 500 | ||||||
Tripadvisor | Other current assets | |||||||
Payroll tax credits receivable under the CARES Act | $ 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for credit losses | $ 33 | $ 25 | |
Customer invoices period | 30 days | ||
Maximum invested cash maturity period | 18 months | ||
Maximum security maturity period | 3 years | ||
Total property and equipment | $ 255 | 254 | |
Foreign currency exchange gain (loss) | $ 4 | (3) | $ (6) |
Minimum | |||
Short-term investments term | 90 days | ||
Long-term investments term | 12 months | ||
Maximum | |||
Short-term investments term | 12 months | ||
Finance lease right-of-use assets | |||
Total property and equipment | $ 114 | 114 | |
Leasehold improvements | |||
Total property and equipment | 49 | 49 | |
Computer equipment and purchased software | |||
Total property and equipment | 71 | 70 | |
Furniture, office equipment and other | |||
Total property and equipment | $ 21 | $ 21 | |
Computer Equipment, Furniture, Office Equipment and Other | Minimum | |||
Property estimated useful life | 3 years | ||
Computer Equipment, Furniture, Office Equipment and Other | Maximum | |||
Property estimated useful life | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Customer invoices period | 30 days | |
Tripadvisor | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Maximum subscription advertising service contact period | 1 year | |
Capitalized contract costs | $ 4 | $ 4 |
Contract cost amortization | $ 1 | $ 1 |
Customer invoices period | 30 days | |
Practical expedient, incremental costs | true | |
Practical expedient, remaining performance obligation | true |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 604 | $ 1,560 | $ 1,615 |
Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 57 | 165 | 242 |
Tripadvisor | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 604 | 1,560 | 1,615 |
Tripadvisor | Corporate and other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 57 | 165 | 242 |
Hotel, Media & Platform | Tripadvisor | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 361 | 939 | 1,001 |
Hotel, Media & Platform | Tripadvisor-branded hotels | Tripadvisor | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 292 | 779 | 848 |
Hotel, Media & Platform | Tripadvisor-branded display and platform | Tripadvisor | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 69 | 160 | 153 |
Experiences & Dining | Tripadvisor | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 186 | $ 456 | $ 372 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | Jan. 01, 2019 | |
Accounts receivable | $ 70 | $ 176 | ||
Contract assets | 13 | 7 | ||
Total | 83 | 183 | ||
Contract with Customer, Liability, Current | 28 | 62 | ||
Tripadvisor | ||||
Contract with Customer, Liability, Current | $ 62 | $ 63 | ||
Contract with customer revenue recognized | 51 | 61 | ||
Refund liability | 11 | $ 2 | ||
Increase in allowance for credit losses | $ 6 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Millions | Jul. 15, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 112 | $ 131 | $ 123 | |
Operating expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 45 | 56 | 52 | |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 67 | 75 | 71 | |
Tripadvisor | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 17 | 109 | ||
Capitalized Stock Based Compensation | $ 15 | $ 19 | $ 13 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred Merchant Payables, Certain Risks and Concentrations, Earnings (Loss) per Common Share (Details) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)itemshares | Dec. 31, 2019USD ($)itemshares | Dec. 31, 2018USD ($)itemshares | |
Numerator | |||
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ | $ (238) | $ (22) | $ (64) |
Less: Preferred stock carrying value adjustment and transaction costs | $ | 150 | ||
Net earnings (loss) available to common shareholders | $ | $ (388) | $ (22) | $ (64) |
Denominator | |||
Basic EPS (In Shares) | 75 | 75 | 74 |
Potentially dilutive shares (In Shares) | 1 | ||
Diluted EPS (In Shares) | 76 | 75 | 74 |
Tripadvisor | |||
Product Information [Line Items] | |||
Deferred merchant payable | $ | $ 36 | $ 159 | |
Number of most significant travel partners | item | 2 | 2 | 2 |
Tripadvisor | Expedia and Booking Holdings Inc. | Customer | Revenue | |||
Product Information [Line Items] | |||
Customer concentration (as a percent) | 25.00% | 33.00% | 37.00% |
Stock Options | |||
Earnings (Loss) Per Common Share (EPS) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1 | 2 | 2 |
Preferred Stock Put Option | |||
Earnings (Loss) Per Common Share (EPS) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13 |
Supplemental Disclosures to C_3
Supplemental Disclosures to Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisitions, net of cash acquired: | |||
Intangibles not subject to amortization | $ 8 | $ 85 | $ 12 |
Intangibles subject to amortization | 26 | 14 | |
Fair value of other assets acquired | (3) | 5 | |
Net liabilities assumed | (8) | ||
Deferred tax assets (liabilities) | (1) | (2) | |
Acquisitions, net of cash acquired | 4 | 108 | 24 |
Equity method investment acquired for non-cash consideration | 41 | ||
Cash paid for interest | 24 | 28 | 8 |
Cash paid for income taxes | $ 3 | $ 47 | $ 53 |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)item | Dec. 31, 2020USD ($) | |
Acquisitions | |||
Goodwill | $ 2,527 | $ 2,443 | $ 2,240 |
Tripadvisor | 2019 Acquisitions | |||
Tripadvisor, Inc. transactions | |||
Number of businesses acquired | item | 3 | ||
Acquisition purchase price | $ 109 | ||
Cash consideration for acquisition | 107 | ||
Cash Acquired from Acquisition | $ 2 | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Acquisitions | |||
Goodwill | $ 88 | ||
Intangible assets subject to amortization | 26 | ||
Net tangible assets (liabilities) | (5) | ||
Total purchase price consideration | 109 | ||
Goodwill not expected to be tax deductible | $ 53 | ||
Definite-lived intangible assets weighted-average life | 6 years | ||
Tripadvisor | 2019 Acquisitions | Trademarks | |||
Acquisitions | |||
Intangible assets subject to amortization | $ 2 | ||
Tripadvisor | 2019 Acquisitions | Customer Lists and Supplier Relationships | |||
Acquisitions | |||
Intangible assets subject to amortization | 10 | ||
Tripadvisor | 2019 Acquisitions | Subscriber Relationships | |||
Acquisitions | |||
Intangible assets subject to amortization | 6 | ||
Tripadvisor | 2019 Acquisitions | Technology and other | |||
Acquisitions | |||
Intangible assets subject to amortization | $ 8 | ||
Tripadvisor | 2018 Acquisitions | |||
Tripadvisor, Inc. transactions | |||
Number of businesses acquired | item | 1 | ||
Acquisition purchase price | $ 23 | ||
Acquisitions | |||
Goodwill | 11 | ||
Intangible assets subject to amortization | 14 | ||
Deferred tax liabilities, net | (2) | ||
Total purchase price consideration | $ 23 | ||
Definite-lived intangible assets weighted-average life | 8 years | ||
Tripadvisor | 2018 Acquisitions | Customer Lists and Supplier Relationships | |||
Acquisitions | |||
Intangible assets subject to amortization | $ 6 | ||
Tripadvisor | 2018 Acquisitions | Technology and other | |||
Acquisitions | |||
Intangible assets subject to amortization | $ 8 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Details) shares in Millions, $ in Millions | Mar. 09, 2020USD ($)$ / itemshares | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 06, 2016shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Repayments of long term debt | $ 1,052 | $ 359 | $ 245 | |||
Forward Contracts | Variable Postpaid Forward | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Repayments of long term debt | $ 270 | |||||
Forward Contracts | Variable Prepaid Forward | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Forward Contract Shares indexed | shares | 2.4 | |||||
Forward floor price | $ / item | 17.25 | |||||
Forward cap price | $ / item | 26.84 | |||||
Variable prepaid forward prepayment received | $ 34 | |||||
Tripadvisor | Forward Contracts | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Forward Contract Shares indexed | shares | 7 | |||||
Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents | 22 | 4 | 22 | |||
Recurring | Variable Prepaid Forward | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset | 14 | |||||
Recurring | Level 1 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents | $ 22 | 4 | $ 22 | |||
Recurring | Level 2 | Variable Prepaid Forward | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset | $ 14 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill | ||||
Goodwill, beginning balance | $ 2,527 | $ 2,443 | ||
Acquisitions | 85 | |||
Goodwill impairment | $ (18) | $ (3) | (300) | |
Dispositions | (18) | |||
Other | 31 | (1) | ||
Goodwill, ending balance | 2,240 | 2,527 | ||
Tripadvisor | ||||
Goodwill | ||||
Goodwill, beginning balance | 2,443 | |||
Allocation to new segments | (2,443) | |||
Hotel, Media & Platform | ||||
Goodwill | ||||
Goodwill, beginning balance | 1,923 | |||
Allocation to new segments | 6 | 1,923 | ||
Goodwill impairment | (279) | |||
Goodwill, ending balance | 1,650 | 1,923 | ||
Experiences & Dining | ||||
Goodwill | ||||
Goodwill, beginning balance | 333 | |||
Allocation to new segments | 250 | |||
Acquisitions | 85 | |||
Other | 29 | (2) | ||
Goodwill, ending balance | 362 | 333 | ||
Corporate and other | ||||
Goodwill | ||||
Goodwill, beginning balance | 271 | |||
Allocation to new segments | (6) | 270 | ||
Goodwill impairment | (21) | |||
Dispositions | (18) | |||
Other | 2 | 1 | ||
Goodwill, ending balance | $ 228 | $ 271 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets subject to amortization | |||
Gross carrying amount | $ 1,648 | $ 1,588 | |
Accumulated amortization | (1,446) | (1,311) | |
Net carrying amount | 202 | 277 | |
Amortization expense | $ 136 | 139 | $ 137 |
Customer relationships | |||
Intangible Assets subject to amortization | |||
Weighted Average Remaining Useful Life | 1 year | ||
Gross carrying amount | $ 1,059 | 1,036 | |
Accumulated amortization | (992) | (910) | |
Net carrying amount | $ 67 | 126 | |
Other | |||
Intangible Assets subject to amortization | |||
Weighted Average Remaining Useful Life | 3 years | ||
Gross carrying amount | $ 589 | 552 | |
Accumulated amortization | (454) | (401) | |
Net carrying amount | $ 135 | $ 151 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Future Amortization (Details) $ in Millions | Dec. 31, 2020USD ($) |
Future amortization expense | |
2021 | $ 80 |
2022 | 35 |
2023 | 31 |
2024 | 28 |
2025 | $ 25 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Impairments (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impairments | ||||
Goodwill impairments | $ 18 | $ 3 | $ 300 | |
Hotel, Media & Platform | ||||
Impairments | ||||
Goodwill impairments | 279 | |||
Tripadvisor | ||||
Impairments | ||||
Accumulated goodwill impairment | 1,571 | |||
Tripadvisor | Hotel, Media & Platform | Goodwill | ||||
Impairments | ||||
Goodwill impairments | 279 | |||
Tripadvisor | Hotel, Media & Platform | Trademarks | ||||
Impairments | ||||
Impairment of intangible assets | $ 250 | $ 288 |
Debt - Outstanding debt (Detail
Debt - Outstanding debt (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 17, 2020 | Dec. 31, 2019 |
Debt Financing | |||
Deferred financing costs | $ (9) | $ (2) | |
Total consolidated TripCo debt | 532 | 353 | |
Total long-term debt | 532 | 353 | |
Margin loan | |||
Debt Financing | |||
Carrying amount of debt | $ 355 | ||
Variable Prepaid Forward | |||
Debt Financing | |||
Carrying amount of debt | 41 | ||
Tripadvisor | 2015 Credit Facilities | |||
Debt Financing | |||
Deferred financing costs | (5) | $ (7) | |
Tripadvisor | Senior Notes | |||
Debt Financing | |||
Carrying amount of debt | $ 500 |
Debt - TripCo Debt (Details)
Debt - TripCo Debt (Details) shares in Millions, $ in Millions | Feb. 18, 2021USD ($) | Mar. 26, 2020USD ($) | Mar. 09, 2020USD ($) | Dec. 20, 2019USD ($) | Nov. 19, 2019USD ($) | Nov. 13, 2019USD ($) | Jun. 10, 2019USD ($) | Nov. 07, 2017 | Jun. 23, 2016USD ($)agreement | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Financing | |||||||||||||
Repayments of long term debt | $ 1,052 | $ 359 | $ 245 | ||||||||||
Term Loan 2019 | |||||||||||||
Debt Financing | |||||||||||||
Carrying amount of debt | $ 225 | ||||||||||||
Borrowed amount | $ 33 | $ 75 | |||||||||||
Delayed Draw Term Loan | |||||||||||||
Debt Financing | |||||||||||||
Borrowed amount | $ 15 | ||||||||||||
Maximum borrowing capacity | $ 15 | 25 | |||||||||||
Variable Prepaid Forward | |||||||||||||
Debt Financing | |||||||||||||
Carrying amount of debt | $ 41 | ||||||||||||
Variable Prepaid Forward | Forward Contracts | |||||||||||||
Debt Financing | |||||||||||||
Variable prepaid forward prepayment received | $ 34 | ||||||||||||
Derivative contract term | 3 years | ||||||||||||
Accreted loan total at maturity | $ 42 | ||||||||||||
Common stock pledged as collateral | shares | 2.4 | ||||||||||||
Value of common stock pledged as collateral. | $ 69 | ||||||||||||
Variable Postpaid Forward | Forward Contracts | |||||||||||||
Debt Financing | |||||||||||||
Aggregate principal amount | $ 259 | ||||||||||||
Repayments of long term debt | $ 270 | ||||||||||||
Margin loan | |||||||||||||
Debt Financing | |||||||||||||
Carrying amount of debt | $ 355 | 355 | |||||||||||
Repayments of long term debt | 200 | ||||||||||||
Repayments of debt | $ 363 | ||||||||||||
Paid-in-Kind Interest | $ 6 | ||||||||||||
Payment of paid-in-kind interest | $ 22 | ||||||||||||
Margin Loan Amendment 1 | |||||||||||||
Debt Financing | |||||||||||||
Carrying amount of debt | $ 200 | ||||||||||||
Number of margin loans amended | agreement | 2 | ||||||||||||
Margin Loan Amendment 2 | LIBOR | |||||||||||||
Debt Financing | |||||||||||||
Margin | 2.40% | ||||||||||||
Variable rate basis | LIBOR | ||||||||||||
Senior Secured Revolving Credit Facility | Subsequent Event | |||||||||||||
Debt Financing | |||||||||||||
Maximum borrowing capacity | $ 25 | ||||||||||||
Put option exercise delivery term | 120 days | ||||||||||||
Change in control transactions term | 15 days | ||||||||||||
Senior Secured Revolving Credit Facility | LIBOR | Subsequent Event | |||||||||||||
Debt Financing | |||||||||||||
Margin | 3.00% | ||||||||||||
Variable rate basis | LIBOR |
Debt - TripAdvisor Credit Facil
Debt - TripAdvisor Credit Facilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 17, 2020 | Dec. 16, 2020 | May 05, 2020 | May 04, 2020 | May 11, 2017 | Jun. 30, 2015 | |
Debt Financing | ||||||||||
Interest expense | $ 41,000 | $ 22,000 | $ 26,000 | |||||||
Debt Issuance Costs, Net | 9,000 | 2,000 | ||||||||
Tripadvisor | 2015 Credit Facilities | ||||||||||
Debt Financing | ||||||||||
Maximum borrowing capacity | $ 500,000 | $ 1,000,000 | $ 1,000,000 | $ 1,200,000 | $ 1,200,000 | $ 1,000,000 | ||||
Leverage ratio compliance testing | 200,000 | |||||||||
Minimum liquidity covenant amount | $ 150,000 | |||||||||
Borrowings outstanding on line of credit | 0 | 0 | ||||||||
Borrowing on line of credit | $ 700,000 | |||||||||
Interest expense | 10,000 | 2,000 | $ 3,000 | |||||||
Amortization of Debt Issuance Costs | 2,000 | |||||||||
Debt Issuance Costs, Net | $ 5,000 | $ 7,000 | ||||||||
Tripadvisor | 2015 Credit Facilities | Minimum | ||||||||||
Debt Financing | ||||||||||
Commitment fee | 0.50% | |||||||||
Tripadvisor | 2015 Credit Facilities | LIBOR | ||||||||||
Debt Financing | ||||||||||
Variable rate basis | LIBOR | |||||||||
Margin | 2.25% | |||||||||
Tripadvisor | 2015 Credit Facilities | LIBOR | Minimum | ||||||||||
Debt Financing | ||||||||||
Margin | 1.00% | |||||||||
Tripadvisor | Letter of Credit | ||||||||||
Debt Financing | ||||||||||
Maximum borrowing capacity | $ 15,000 | |||||||||
Outstanding letters of credit | 3,000 | $ 3,000 | ||||||||
Tripadvisor | Same-day notice borrowings | ||||||||||
Debt Financing | ||||||||||
Maximum borrowing capacity | $ 40,000 |
Debt - TripAdvisor Senior Notes
Debt - TripAdvisor Senior Notes (Details) - Tripadvisor - Senior Notes - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Jul. 09, 2020 | |
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 500 | |
Interest rate | 7.00% | |
Unpaid interest price | 100.00% | |
Redemption percentage with certain equity offerings maximum | 40.00% | |
Aggregate redemption price in the event of a Change of Control Triggering Event | 101.00% | |
Level 2 | ||
Debt Instrument [Line Items] | ||
Long-term debt fair value | $ 542 |
Leases - Operating and Finance
Leases - Operating and Finance Leases (Details) | 1 Months Ended | 12 Months Ended |
Jun. 30, 2013ft²item | Dec. 31, 2020 | |
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 | |
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 | |
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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases | |||
Operating lease cost (1) | $ 28 | $ 24 | |
Amortization of right-of-use assets (2) | 10 | 9 | |
Interest on lease liabilities (3) | 4 | 4 | |
Total finance lease cost | 14 | 13 | |
Sublease income (1) | (3) | (3) | |
Total lease cost, net | $ 39 | $ 34 | |
Rental expense | $ 17 |
Leases - Balance Sheet Informat
Leases - Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | ||
Operating lease right-of-use assets (1) | $ 54 | $ 74 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Current operating lease liabilities (2) | $ 21 | $ 20 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities And Other Liabilities Current | Accrued Liabilities And Other Liabilities Current |
Operating lease liabilities (3) | $ 46 | $ 64 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total operating lease liabilities | $ 67 | $ 84 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | ltrpa:AccruedLiabilitiesAndOtherLiabilitiesCurrent us-gaap:OtherLiabilitiesNoncurrent | ltrpa:AccruedLiabilitiesAndOtherLiabilitiesCurrent us-gaap:OtherLiabilitiesNoncurrent |
Finance lease right-of-use assets (4) | $ 95 | $ 105 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Current finance lease liability (2) | $ 5 | $ 5 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities And Other Liabilities Current | Accrued Liabilities And Other Liabilities Current |
Finance lease liabilities (3) | $ 71 | $ 78 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total finance lease liabilities | $ 76 | $ 83 |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | ltrpa:AccruedLiabilitiesAndOtherLiabilitiesCurrent us-gaap:OtherLiabilitiesNoncurrent | ltrpa:AccruedLiabilitiesAndOtherLiabilitiesCurrent us-gaap:OtherLiabilitiesNoncurrent |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 26 | $ 26 |
Operating cash outflows from finance lease | 4 | 4 |
Financing cash outflows from finance lease | 6 | 5 |
Right-of-use assets obtained in exchange for lease liabilities: | ||
Operating leases | $ 4 | 106 |
Finance lease | $ 88 | |
Weighted-average remaining lease term | ||
Operating leases weighted average remaining lease term (in years) | 3 years 8 months 12 days | 4 years 4 months 24 days |
Finance lease weighted average remaining lease term (in years) | 10 years | 11 years |
Weighted-average discount rate | ||
Operating leases weighted average discount rate | 3.99% | 4.11% |
Finance lease weighted average discount rate | 4.49% | 4.49% |
Leases - Maturities (Details)
Leases - Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2021 | $ 25 | |
2022 | 21 | |
2023 | 13 | |
2024 | 8 | |
2025 | 3 | |
Thereafter | 2 | |
Total future lease payments | 72 | |
Less: imputed interest | (5) | |
Total operating lease liabilities | 67 | $ 84 |
Finance Lease | ||
2021 | 10 | |
2022 | 10 | |
2023 | 10 | |
2024 | 10 | |
2025 | 10 | |
Thereafter | 46 | |
Total future lease payments | 96 | |
Less: imputed interest | (20) | |
Total finance lease liabilities | $ 76 | $ 83 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 73 | $ (31) | $ (39) |
State and local | 3 | (6) | (12) |
Foreign | 3 | (26) | (14) |
Total current income tax expense | 79 | (63) | (65) |
Deferred: | |||
Federal | 37 | 27 | 14 |
State and local | 28 | 20 | (5) |
Foreign | 8 | 32 | (1) |
Total deferred income tax expense | 73 | 79 | 8 |
Income tax (expense) benefit | 152 | 16 | (57) |
Income before income taxes | |||
Domestic | (855) | (178) | 3 |
Foreign | (159) | 46 | 45 |
Earnings (loss) before income taxes | (1,014) | (132) | 48 |
Differences between provision for income taxes and income tax expense computed by applying federal rates | |||
Computed expected tax benefits (expense) | 213 | 28 | (10) |
State and local taxes, net of federal income taxes | 26 | 2 | (14) |
Foreign taxes, net of foreign tax credits | 3 | 13 | 11 |
Taxable dividend net of dividends received deduction | (13) | ||
Basis difference in consolidated subsidiary | (1) | 22 | (17) |
Change in valuation allowance | (40) | (11) | (4) |
Change in unrecognized tax benefits | (4) | (25) | (12) |
Federal tax credits | 9 | 11 | 9 |
Stock-based compensation | (14) | (4) | (8) |
Impairment of nondeductible goodwill | (65) | ||
Rate differential on U.S. net operating loss carryback | 23 | ||
Other | 2 | (7) | (12) |
Income tax (expense) benefit | $ 152 | $ 16 | $ (57) |
US federal income tax rate | 21.00% | 21.00% | 21.00% |
Income tax receivable | $ 50 | $ 4 | |
Deferred tax assets: | |||
Tax loss and credit carryforwards | 141 | 89 | |
Stock-based compensation | 38 | 53 | |
Lease financing obligation | 23 | 24 | |
Other | (16) | (23) | |
Total deferred tax assets | 186 | 143 | |
Less: valuation allowance | (122) | (80) | |
Net deferred tax assets | 64 | 63 | |
Deferred tax liabilities: | |||
Intangible assets | (231) | (297) | |
Investments | (13) | (17) | |
Other | 4 | 3 | |
Total deferred tax liabilities | (240) | (311) | |
Net deferred tax liability | (176) | (248) | |
Noncurrent deferred tax liability | (180) | (254) | |
Net deferred tax liability | 176 | $ 248 | |
Valuation allowance income tax expense affect | 40 | ||
Valuation allowance increase related to impact of foreign exchange rates | 2 | ||
Tripadvisor | |||
Differences between provision for income taxes and income tax expense computed by applying federal rates | |||
Tax benefit generated from U.S. Federal NOLs | 76 | ||
Income tax receivable | 48 | ||
Decrease in long-term transition tax payable | 28 | ||
Deferred tax assets: | |||
Tax loss and credit carryforwards | 119 | ||
Deferred tax liabilities: | |||
Undistributed foreign earnings no longer considered indefinitely reinvested | 376 | ||
Undistributed earnings of certain foreign combined companies | $ 118 |
Income Taxes (Details)_2
Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating loss carryforwards | ||||
Tax loss and credit carryforwards | $ 141 | $ 89 | ||
Operating loss carryforwards not expected to be utilized | 122 | |||
Unrecognized tax benefits | ||||
Balance at beginning of year | $ 144 | 140 | 136 | $ 123 |
Additions based on tax positions related to the current year | 3 | 11 | 11 | |
Additions for tax positions of prior years | 1 | 1 | 2 | |
Reductions for tax positions of prior years | (8) | |||
Balance at end of year | 144 | 140 | 136 | |
Unrecognized tax benefit that would impact effective rate | 74 | 82 | $ 87 | |
Accrued interest and penalties related to uncertain tax positions | 35 | $ 29 | ||
Minimum | ||||
Unrecognized tax benefits | ||||
Estimated potential income tax increase | 45 | |||
Maximum | ||||
Unrecognized tax benefits | ||||
Anticipated decrease in unrecognized tax benefits | 4 | |||
Estimated potential income tax increase | $ 55 | |||
2009 Through 2011 pre Spin-Off Tax Years | Minimum | ||||
Unrecognized tax benefits | ||||
Income Tax Examination, Estimate of Possible Loss | 20 | |||
2009 Through 2011 pre Spin-Off Tax Years | Maximum | ||||
Unrecognized tax benefits | ||||
Income Tax Examination, Estimate of Possible Loss | 30 | |||
Tripadvisor | ||||
Operating loss carryforwards | ||||
Tax loss and credit carryforwards | 119 | |||
NOL carryforwards subject to expiration | 17.1 | |||
NOL carryforwards not subject to expiration | 4.9 | |||
Tripadvisor | Minimum | ||||
Unrecognized tax benefits | ||||
Income Tax Examination, Estimate of Possible Loss | 95 | |||
Tripadvisor | Maximum | ||||
Unrecognized tax benefits | ||||
Income Tax Examination, Estimate of Possible Loss | 105 | |||
TripCo | ||||
Operating loss carryforwards | ||||
Tax loss and credit carryforwards | $ 22 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 26, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Redeemable Preferred Stock | |||
Redeemable preferred stock, shares issued | 325,000 | 325,000 | 0 |
Shares issued price per share | $ 1,000 | ||
Redemption price per share | $ 1,000 | ||
Dividend rate percentage | 8.00% | ||
Redemption period | 180 days | ||
Preferred stock adjustment for the Redemption Price | $ 150 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 12 Months Ended |
Dec. 31, 2020Vote | |
Series A | |
Class of Stock [Line Items] | |
Number of votes | 1 |
Series B | |
Class of Stock [Line Items] | |
Number of votes | 10 |
Series C | |
Class of Stock [Line Items] | |
Number of votes | 0 |
Stockholders' Equity - Subsidia
Stockholders' Equity - Subsidiary Purchases of Common Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2018 |
Equity, Class of Treasury Stock [Line Items] | |||||
Dividends received | $ 108 | ||||
Tripadvisor | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Dividends | $ 488 | ||||
Dividend declared per share | $ 3.50 | ||||
Tripadvisor | 2018 Stock Repurchase Program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Stock repurchase program authorized amount | $ 100 | $ 250 | |||
Treasury shares acquired | 4,707,450 | 2,059,846 | 2,582,198 | ||
Payment for shares repurchased | $ 115 | $ 60 | $ 100 | ||
Stock repurchase remaining amount authorized | $ 250 | $ 75 | $ 190 |
Stock-Based Compensation - Trip
Stock-Based Compensation - TripCo Grants (Details) | Jul. 15, 2020 | May 27, 2020 | Dec. 31, 2020item$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
CEO | |||||
Stock-Based Compensation | |||||
Upfront Grants Related To New Employment Agreement | item | 2 | ||||
Restricted Stock Units (RSUs) | |||||
Stock-Based Compensation | |||||
Vesting period | 2 years | 4 years | |||
2019 Plan | |||||
Stock-Based Compensation | |||||
Maximum number of shares | 5,000,000 | ||||
Fair value assumptions | |||||
Volatility rate, minimum (as a percent) | 49.50% | 49.50% | 49.50% | ||
Volatility rate, maximum (as a percent) | 82.10% | 82.10% | 82.10% | ||
Dividend rate | 0.00% | 0.00% | 0.00% | ||
2019 Plan | Minimum | |||||
Stock-Based Compensation | |||||
Vesting period | 1 year | ||||
Term of awards | 7 years | ||||
Fair value assumptions | |||||
Expected term | 4 years 9 months 18 days | 4 years 9 months 18 days | 4 years 9 months 18 days | ||
2019 Plan | Maximum | |||||
Stock-Based Compensation | |||||
Vesting period | 5 years | ||||
Term of awards | 10 years | ||||
Fair value assumptions | |||||
Expected term | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days | ||
2019 Plan | Series A | Stock Options | |||||
Stock-Based Compensation | |||||
Granted | 647,000 | ||||
Cancelled or expired | (278,000) | ||||
2019 Plan | Series A | Stock Options | Employee | |||||
Stock-Based Compensation | |||||
Granted | 499,000 | 73,000 | |||
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 2.58 | $ 3.53 | |||
2019 Plan | Series A | Stock Options | Employee | Minimum | |||||
Stock-Based Compensation | |||||
Vesting period | 2 years | ||||
2019 Plan | Series A | Stock Options | Employee | Maximum | |||||
Stock-Based Compensation | |||||
Vesting period | 5 years | ||||
2019 Plan | Series A | Stock Options | Nonemployee | |||||
Stock-Based Compensation | |||||
Vesting period | 1 year | ||||
Granted | 148,000 | 79,000 | 59,000 | ||
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 2.76 | $ 3.42 | $ 8.83 | ||
2019 Plan | Series B | Stock Options | |||||
Stock-Based Compensation | |||||
Granted | 573,000 | ||||
2019 Plan | Series B | Stock Options | Nonemployee | |||||
Stock-Based Compensation | |||||
Cancelled or expired | 0 | ||||
Exercised | 0 | ||||
2019 Plan | Series B | Stock Options | CEO | |||||
Stock-Based Compensation | |||||
Granted | 573,000 | 27,000 | |||
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 2.41 | $ 6.41 | |||
2019 Plan | Series B | Performance Based RSU's | CEO | |||||
Stock-Based Compensation | |||||
Vesting period | 1 year | ||||
RSUs granted | 242,000 | 35,000 | |||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 3.08 | $ 14.17 | |||
2019 Plan | Series B | Time Based RSU's | Tranche One | CEO | |||||
Stock-Based Compensation | |||||
RSUs granted | 30,000 | ||||
Percentage of base salary | 50.00% | ||||
Number of quarters | item | 3 | ||||
Percentage of base salary to be waived | 50.00% | ||||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 4.76 | ||||
2019 Plan | Series B | Time Based RSU's | Tranche Two | CEO | |||||
Stock-Based Compensation | |||||
RSUs granted | 1,000,000 | 320,000 |
Stock-Based Compensation - Tr_2
Stock-Based Compensation - TripCo Outstanding Awards (Details) - 2019 Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Additional disclosures | |||
Unvested value not yet recognized | $ 8,600 | ||
Weighted average period the unrecognized compensation cost will be recognized | 2 years | ||
Series A and B | |||
Additional disclosures | |||
Amount of share reserve | 3,500 | ||
Stock Options | |||
Additional disclosures | |||
Stock options exercised intrinsic value | $ 0 | $ 0 | $ 117 |
Stock Options | Series A | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning balance | 717 | ||
Granted | 647 | ||
Forfeited/Cancelled | (278) | ||
Outstanding ending balance | 1,086 | 717 | |
Options exercisable | 367 | ||
WAEP | |||
Weighted average exercise price, options outstanding (in dollars per share) | $ 13.65 | ||
Weighted average exercise price, options granted (in dollars per share) | 4.12 | ||
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | 14.42 | ||
Weighted average exercise price, options outstanding (in dollars per share) | 7.78 | $ 13.65 | |
Weighted average exercise price, options exercisable (in dollars per share) | $ 14.37 | ||
Weighted average remaining contractual term outstanding | 5 years 9 months 18 days | ||
Weighted average remaining contractual term exercisable | 4 years | ||
Stock Options | Series B | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning balance | 1,824 | ||
Granted | 573 | ||
Outstanding ending balance | 2,397 | 1,824 | |
Options exercisable | 2,397 | ||
WAEP | |||
Weighted average exercise price, options outstanding (in dollars per share) | $ 27.63 | ||
Weighted average exercise price, options granted (in dollars per share) | 3.76 | ||
Weighted average exercise price, options outstanding (in dollars per share) | 21.93 | $ 27.63 | |
Weighted average exercise price, options exercisable (in dollars per share) | $ 21.93 | ||
Weighted average remaining contractual term outstanding | 4 years 8 months 12 days | ||
Weighted average remaining contractual term exercisable | 4 years 8 months 12 days | ||
Outstanding, aggregate intrinsic value | $ 18,000 | ||
Exercisable, aggregate intrinsic value | $ 18,000 | ||
Stock Options | Series B | CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Granted | 573 | 27 | |
Restricted Stock and Restricted Stock Units | |||
Additional disclosures | |||
Aggregate fair value | $ 554 | $ 159 | $ 9 |
Restricted Stock and Restricted Stock Units | Series A and B | |||
Additional disclosures | |||
Unvested RSUs and MSUs (in shares) | 1,800 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 4.64 |
Stock-Based Compensation - Tr_3
Stock-Based Compensation - TripAdvisor Awards (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 15, 2020 | May 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 21, 2018 |
Additional disclosures | ||||||
Stock-based compensation | $ 112 | $ 131 | $ 123 | |||
Restricted Stock Units (RSUs) | ||||||
Additional disclosures | ||||||
Vesting period | 2 years | 4 years | ||||
2019 Plan | ||||||
Additional disclosures | ||||||
Weighted average period the unrecognized compensation cost will be recognized | 2 years | |||||
Tripadvisor | ||||||
Additional disclosures | ||||||
Stock-based compensation | $ 17 | $ 109 | ||||
Tripadvisor | 2018 Plan | ||||||
Stock-Based Compensation | ||||||
Number of shares available for grant | 8,400,000 | 6,000,000 | ||||
Tripadvisor | 2018 Plan | RSUs and MSUs | ||||||
Additional disclosures | ||||||
Weighted average period the unrecognized compensation cost will be recognized | 1 year 8 months 12 days | |||||
RSUs and MSUs granted (in shares) | 7,000,000 | |||||
RSUs and MSUs vested (in shares) | 3,000,000 | |||||
RSUs and MSUs cancelled | 4,000,000 | |||||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ 24.49 | |||||
Weighted average grant date fair value, RSUs and MSUs vested (in dollars per share) | 43.48 | |||||
Weighted average grant date fair value, RSUs and MSUs cancelled (in dollars per share) | $ 36.40 | |||||
Unvested RSUs and MSUs (in shares) | 8,000,000 | |||||
Unrecognized compensation cost, unvested RSUs and MSUs | $ 160 | |||||
Tripadvisor | 2011 and 2018 Plans | ||||||
Stock-Based Compensation | ||||||
Volatility rate (as a percent) | 43.40% | 42.10% | 41.90% | |||
Expected term | 5 years 3 months 18 days | 5 years 2 months 12 days | 5 years 6 months | |||
Tripadvisor | 2011 and 2018 Plans | Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||
Outstanding beginning balance | 6,017,000 | |||||
Granted | 1,106,000 | |||||
Exercised | (4,000) | |||||
Cancelled or expired | (1,504,000) | |||||
Outstanding ending balance | 5,615,000 | 6,017,000 | ||||
Options exercisable | 3,293,000 | |||||
WAEP | ||||||
Weighted average exercise price, options outstanding (in dollars per share) | $ 50.27 | |||||
Weighted average exercise price, options granted (in dollars per share) | 25.23 | |||||
Weighted average exercise price, options exercised (in dollars per share) | 22.94 | |||||
Weighted average exercise price, options cancelled or expired (in dollars per share) | 46.72 | |||||
Weighted average exercise price, options outstanding (in dollars per share) | 46.31 | $ 50.27 | ||||
Weighted average exercise price, options exercisable (in dollars per share) | $ 55.87 | |||||
Weighted average remaining contractual term outstanding | 5 years 3 months 18 days | |||||
Weighted average remaining contractual term exercisable | 3 years 4 months 24 days | |||||
Outstanding, aggregate intrinsic value | $ 3 | |||||
Additional disclosures | ||||||
Weighted average grant date fair value, options (in dollars per share) | $ 10.08 | |||||
Term of awards | 10 years | |||||
Vesting period | 4 years | |||||
Unrecognized compensation cost, unvested options (in dollars) | $ 18 | |||||
Weighted average period the unrecognized compensation cost will be recognized | 1 year 8 months 12 days |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Benefit Plans | |||
Employer cash contributions | $ 11 | $ 14 | $ 13 |
Segment Information - Performan
Segment Information - Performance Measures and Other Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segments | |||
Total revenue, net | $ 604 | $ 1,560 | $ 1,615 |
Adjusted OIBDA | (61) | 430 | 416 |
Long-lived assets | 132 | 155 | |
United States | |||
Segments | |||
Total revenue, net | 302 | 821 | 835 |
Long-lived assets | 118 | 137 | |
United Kingdom | |||
Segments | |||
Total revenue, net | 169 | 466 | 508 |
Other Countries | |||
Segments | |||
Total revenue, net | 133 | 273 | 272 |
Long-lived assets | 14 | 18 | |
Corporate and other | |||
Segments | |||
Total revenue, net | 57 | 165 | 242 |
Adjusted OIBDA | 5 | 47 | 39 |
Hotel, Media & Platform | Operating Segments | |||
Segments | |||
Total revenue, net | 361 | 939 | 1,001 |
Adjusted OIBDA | 13 | 378 | 329 |
Experiences & Dining | Operating Segments | |||
Segments | |||
Total revenue, net | 186 | 456 | 372 |
Adjusted OIBDA | $ (79) | $ 5 | $ 48 |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Information | |||
Adjusted OIBDA | $ (61) | $ 430 | $ 416 |
Restructuring and related reorganization costs | (41) | (1) | |
Legal settlement | (5) | ||
Stock-based compensation | (112) | (131) | (123) |
Depreciation and amortization | (168) | (169) | (160) |
Impairment of goodwill and intangible assets | (550) | (288) | |
Operating income (loss) | (932) | (159) | 128 |
Interest expense | (41) | (22) | (26) |
Realized and unrealized gains (losses) on financial instruments, net | (19) | 36 | (59) |
Other, net | (22) | 13 | 5 |
Earnings (loss) before income taxes | $ (1,014) | $ (132) | $ 48 |