Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | Non-accelerated Filer | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 53 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Denver CO | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
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 | 72,641,163 | ||
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 | 3,370,368 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,053 | $ 760 |
Accounts receivable and contract assets, net of allowance for credit losses of $28 million and $28 million, respectively | 205 | 142 |
Income taxes receivable (note 7) | 1 | 48 |
Other current assets | 44 | 26 |
Total current assets | 1,303 | 976 |
Property and equipment, at cost (note 2) | 261 | 259 |
Accumulated depreciation | (158) | (141) |
Property and equipment, net | 103 | 118 |
Intangible assets not subject to amortization (note 4): | ||
Goodwill | 2,200 | 2,220 |
Trademarks | 726 | 730 |
Intangible assets not subject to amortization | 2,926 | 2,950 |
Intangible assets subject to amortization, net (note 4) | 112 | 133 |
Other assets, at cost, net of accumulated amortization | 194 | 199 |
Total assets | 4,638 | 4,376 |
Current liabilities: | ||
Deferred merchant and other payables | 242 | 140 |
Deferred revenue | 44 | 36 |
Accrued liabilities and other current liabilities | 248 | 180 |
Total current liabilities | 534 | 356 |
Long-term debt, including $237 million and $268 million measured at fair value as of December 31, 2022 and December 31, 2021, respectively (note 5) | 1,125 | 1,143 |
Deferred income tax liabilities (note 7) | 120 | 144 |
Financial instrument liabilities (note 3) | 30 | 85 |
Series A Preferred Stock liability (note 8) | 230 | 212 |
Other liabilities | 337 | 309 |
Total liabilities | 2,376 | 2,249 |
Equity: | ||
Additional paid-in capital | 287 | 288 |
Accumulated other comprehensive earnings (loss), net of taxes | 9 | (21) |
Retained earnings (deficit) | (439) | (469) |
Total stockholders' equity | (142) | (201) |
Noncontrolling interests in equity of subsidiaries | 2,404 | 2,328 |
Total equity | 2,262 | 2,127 |
Commitments and contingencies (note 12) | ||
Total liabilities and equity | 4,638 | 4,376 |
Series A | ||
Equity: | ||
Common stock value | 1 | 1 |
Series B | ||
Equity: | ||
Common stock value | ||
Series C | ||
Equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivables and contract assets, allowance for credit losses | $ 28 | $ 28 |
Long-term debt fair value | $ 237 | $ 268 |
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 | 72,641,163 | 72,447,462 |
Common stock, shares outstanding | 72,641,163 | 72,447,462 |
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 | 3,370,368 | 3,216,047 |
Common stock, shares outstanding | 3,370,368 | 3,216,047 |
Series C | ||
Equity: | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Operations | |||
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Total revenue, net | $ 1,492 | $ 902 | $ 604 |
Operating costs and expenses: | |||
Operating expense, including stock-based compensation (notes 2 and 10) | 338 | 286 | 275 |
Selling, general and administrative, including stock-based compensation (notes 2 and 10) | 969 | 651 | 502 |
Depreciation and amortization | 97 | 150 | 168 |
Restructuring and other related reorganization costs (note 1) | 41 | ||
Impairment of goodwill and intangible assets (note 4) | 550 | ||
Total operating costs and expenses | 1,404 | 1,087 | 1,536 |
Operating income (loss) | 88 | (185) | (932) |
Other income (expense): | |||
Interest expense | (65) | (60) | (41) |
Dividend and interest income | 16 | 1 | 3 |
Realized and unrealized gains (losses) on financial instruments, net | 62 | 251 | (19) |
Other, net | (8) | (12) | (25) |
Total other income (expense) | 5 | 180 | (82) |
Earnings (loss) before income taxes | 93 | (5) | (1,014) |
Income tax (expense) benefit (note 7) | (47) | 43 | 152 |
Net earnings (loss) | 46 | 38 | (862) |
Less net earnings (loss) attributable to noncontrolling interests | 16 | (141) | (624) |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | 30 | 179 | (238) |
Net earnings (loss) available to common shareholders (note 2) | $ 30 | $ (191) | $ (388) |
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 2): | $ 0.39 | $ (2.55) | $ (5.17) |
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 2): | $ 0.39 | $ (2.55) | $ (5.17) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Earnings (Loss) | |||
Net earnings (loss) | $ 46 | $ 38 | $ (862) |
Other comprehensive earnings (loss), net of taxes: | |||
Foreign currency translation adjustments | (30) | (25) | 27 |
Credit risk on fair value debt instruments gains (losses) | 36 | 7 | |
Reclassification adjustment for net losses included in net income | 1 | 2 | 1 |
Other comprehensive earnings (loss) | 7 | (16) | 28 |
Comprehensive earnings (loss) | 53 | 22 | (834) |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | (7) | (159) | (602) |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ 60 | $ 181 | $ (232) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ 46 | $ 38 | $ (862) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | |||
Depreciation and amortization | 97 | 150 | 168 |
Stock-based compensation | 93 | 125 | 112 |
Realized and unrealized (gains) losses on financial instruments, net | (62) | (251) | 19 |
Impairment of goodwill and intangible assets (note 4) | 550 | ||
Deferred income tax expense (benefit) | (20) | (49) | (73) |
Other charges (credits), net | 30 | 28 | 21 |
Changes in operating assets and liabilities | |||
Current and other assets | (14) | (30) | 74 |
Payables and other liabilities | 220 | 86 | (224) |
Net cash provided (used) by operating activities | 390 | 97 | (215) |
Cash flows from investing activities: | |||
Capital expended for property and equipment, including capitalized website development | (56) | (54) | (55) |
Other investing activities, net | 4 | (1) | |
Net cash provided (used) by investing activities | (52) | (54) | (56) |
Cash flows from financing activities: | |||
Borrowings of debt | 9 | 675 | 1,240 |
Repayments of debt | (1,052) | ||
Repurchase of Series A Preferred Stock | (281) | ||
Shares repurchased by subsidiary (note 9) | (115) | ||
Payment of withholding taxes on net share settlements of equity awards | (20) | (44) | (21) |
Issuance of Series A Preferred Stock (note 8) | 325 | ||
Subsidiary purchase of capped calls | (35) | ||
Other financing activities, net | (11) | (9) | (32) |
Net cash provided (used) by financing activities | (22) | 306 | 345 |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (23) | (12) | 8 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 293 | 337 | 82 |
Cash, cash equivalents and restricted cash at beginning of period | 760 | 423 | 341 |
Cash, cash equivalents and restricted cash at end of period | 1,053 | 760 | 423 |
Cash paid for interest | 41 | 44 | 24 |
Cash paid (received) for income taxes | $ (41) | $ 4 | $ 3 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity - USD ($) $ in Millions | Series A Common 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, 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 9) | 17 | (132) | (115) | |||
Series A Preferred Stock adjustment (note 9) | (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 |
Net earnings (loss) | 179 | (141) | 38 | |||
Other comprehensive earnings (loss) | 2 | (18) | (16) | |||
Stock-based compensation | 33 | 105 | 138 | |||
Withholding taxes on net share settlements of stock-based compensation | (44) | (44) | ||||
Shares issued by subsidiary | (10) | 18 | 8 | |||
Series A Preferred Stock adjustment (note 9) | (370) | (370) | ||||
Subsidiary purchase of capped calls, net of tax (note 5) | (6) | (20) | (26) | |||
Series A Preferred Stock repurchased with subsidiary shares (note 8) | 58 | 34 | 92 | |||
Balance at end of the period at Dec. 31, 2021 | 1 | 288 | (21) | (469) | 2,328 | 2,127 |
Net earnings (loss) | 30 | 16 | 46 | |||
Other comprehensive earnings (loss) | 30 | (23) | 7 | |||
Stock-based compensation | 24 | 78 | 102 | |||
Withholding taxes on net share settlements of stock-based compensation | (20) | (20) | ||||
Shares issued by subsidiary | (5) | 5 | ||||
Balance at end of the period at Dec. 31, 2022 | $ 1 | $ 287 | $ 9 | $ (439) | $ 2,404 | $ 2,262 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
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. 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. 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 operates as a family of brands with a purpose of connecting people to experiences worth sharing. Tripadvisor’s vision is to be the world’s most trusted source for travel and experiences. Tripadvisor operates across three reportable segments: Tripadvisor Core, Viator, and TheFork. Tripadvisor leverages its brands, technology platforms and capabilities to connect its large, global audience with partners by offering rich content, travel guidance products and services, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories. The Tripadvisor brand offers travelers and experience seekers an online global platform for travelers to discover, generate, and share authentic user-generated content in the form of ratings and reviews for destinations, points-of-interest, experiences, accommodations, restaurants, and cruises in over 40 countries and over 20 languages across the world. As of December 31, 2022, Tripadvisor offered more than 1 billion user-generated ratings and reviews on nearly 8 million experiences, accommodations, restaurants, airlines, and cruises. Viator’s online marketplace is comprehensive, connecting travelers to bookable tours, activities and attractions— consisting of over 300,000 experiences from more than 50,000 operators as of December 31, 2022. TheFork provides an online marketplace that enables diners to discover and book online reservations at more than 55,000 restaurants in 12 countries, as of December 31, 2022, across the UK, western and central Europe, and Australia. Risks and Uncertainties In December 2019, a novel coronavirus (“COVID-19”) was reported in Wuhan, China, and on March 11, 2020 was declared a global pandemic. COVID-19 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, dampened consumer demand for Tripadvisor’s products and services, and impacted consumer sentiment and discretionary spending patterns. Consequently, the COVID-19 pandemic adversely and materially affected Tripadvisor’s business, results of operations, liquidity and financial condition during the years ended December 31, 2021 and 2020. In 2022, Tripadvisor generally experienced a travel demand recovery fueled by the continued easing of government restrictions globally and increased consumer travel demand. During the year ended December 31, 2020, in response to the COVID-19 pandemic, Tripadvisor took several steps to further strengthen its financial position and balance sheet including but not limited to, restructuring activities, primarily by significantly reducing its ongoing operating expenses and headcount. During the year ended December 31, 2020, Tripadvisor incurred total restructuring and other related reorganization costs of $41 million which consisted of employee severance and related benefits. In addition, in order to maintain financial liquidity and flexibility during this time period, Tripadvisor (i) borrowed $700 million from its Credit Facility (as defined in note 5) in the first quarter of 2020 (subsequently repaid during the third quarter of 2020); (ii) amended its Credit Agreement, which included short-term financial covenant relief and the extension of the maturity date from May 12, 2022 to May 12, 2024; and (iii) raised additional financing through the issuance of $500 million in 2025 Senior Notes (as defined in note 5) in July 2020, all of which are described in more detail in note 5. Tripadvisor may continue to be subject to risks and uncertainties related to the COVID-19 pandemic. Tripadvisor believes the travel, leisure, hospitality, and restaurant industries, and its financial results, would be adversely and materially affected upon a resurgence of existing COVID-19 variants or if new variants emerge or a future pandemic or epidemic occurs, which result in reinstated travel bans and/or other government restrictions and mandates, all of which would likely negatively impact consumer demand, sentiment and discretionary spending patterns. Seasonality Consumers’ travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore Tripadvisor’s revenue and operating 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, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points Certain factors may also impact typical seasonal fluctuations, which may include any significant shifts in Tripadvisor’s business mix or adverse economic conditions that could result in future seasonal patterns that are different from historical trends. 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, 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. This allocation percentage will be determined based on a combination of (1) relative market capitalizations, weighted 50%, and (2) a blended average of historical time allocation on a Liberty Media-wide and CEO basis, weighted 50%, in each case, absent agreement to the contrary by Liberty Media and the Service Companies in consultation with the CEO. The allocation percentage will then be adjusted annually and following certain events. For the years ended December 31, 2022 and 2021, the allocation percentage for TripCo was 5% in each year. 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 approximately $18 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 years ended December 31, 2020 and 2019 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 $3 million, $4 million and $4 million was reimbursable to Liberty Media for each of the years ended December 31, 2022, 2021, and 2020, respectively. 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. On March 29, 2021 and April 6, 2021, TripCo repurchased a portion of the Series A Preferred Stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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, available on demand cash deposits, term deposits and marketable securities, with maturities of three months or less at the time of acquisition. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for credit losses. Tripadvisor records accounts receivable at the invoiced amount, and its customer invoices are generally due 30 days from the time of invoicing. Tripadvisor uses the “expected credit loss” methodology, allowed under GAAP, in estimating its allowance for credit losses. Tripadvisor applies the “expected credit loss” methodology by first assessing its historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to Tripadvisor’s ability to collect its outstanding accounts receivables, or the expectation for future losses. Tripadvisor develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact its customers’ ability to pay their obligations. Where appropriate, Tripadvisor performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and Tripadvisor has concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by Tripadvisor, based on its collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. Tripadvisor recognizes a greater credit loss allowance on the accounts receivable due from those customers in the lower credit tranche, as determined by Tripadvisor. When Tripadvisor becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses. Tripadvisor's exposure to credit losses may increase if its customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors. The following table presents the changes in the allowance for credit losses for the periods presented: Years ended December 31, 2022 2021 2020 amounts in millions Balance, beginning of period $ 28 33 25 Provision charged to expense 6 3 17 Write-offs, net of recoveries and other adjustments (6) (8) (9) Balance, end of period $ 28 28 33 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, at cost consists of the following (amounts in millions): December 31, 2022 2021 Finance lease right-of-use asset $ 114 114 Leasehold improvements 46 48 Computer equipment and purchased software 82 77 Furniture, office equipment and other 19 20 Total property and equipment, at cost $ 261 259 Property and equipment is recorded at cost, net of accumulated depreciation, less impairments, if any. 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 6 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 4 for discussion of goodwill and trademark impairments. Website Development Costs Certain costs incurred during the application development stage related to the development of websites 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 losses of $9 million, losses of $6 million and gains of $4 million for the years ended December 31, 2022, 2021, and 2020, respectively, in other, net on our consolidated statements of operations. Revenue Recognition (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 renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2022 and 2021, there were $4 million of unamortized contract costs in other long-term assets on the consolidated balance sheet. Tripadvisor amortizes these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling and marketi ng expense on the consolidated statements of operations duri e. No impairments were recognized during the years ended December 31, 2022, 2021 and 2020. Tripadvisor Core Segment Tripadvisor-branded Hotels Revenue 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-branded Display and Platform Revenue Tripadvisor-Experiences and Dining Revenue illed by Viator and TheFork, respectively, which are eliminated on a consolidated basis. es and dining transactions, and methods of revenue recognition are consistent with the Viator and TheFork segments, as described below. In addition, Tripadvisor offers restaurant partners the opportunity to advertise and promote their business through restaurant media advertising placements on its platform. This servic Other Viator Segment TheFork Segment Practical Expedients and Exemptions one one Disaggregation of Revenue Years ended December 31, 2022 2021 2020 Major Products/Revenue Sources: Tripadvisor Core Tripadvisor-branded hotels $ 650 451 292 Tripadvisor-branded display and platform 130 98 69 Tripadvisor experiences and dining 134 70 65 Other 52 46 57 Total Tripadvisor Core 966 665 483 Viator 493 184 55 TheFork 126 85 86 Intersegment eliminations (93) (32) (20) Total Revenue $ 1,492 902 604 December 31, 2022 2021 Accounts receivable $ 173 105 Contract assets 32 37 Total $ 205 142 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, 2021, bad debt expense recorded to Tripadvisor’s allowance for expected credit losses on accounts receivable and contract assets decreased by $14 million, when compared to the same period in 2020, primarily due to improved collection trends with its customers driven by the ongoing travel industry recovery from COVID-19 during that year. respectively, was recognized into revenue and $2 million and $4 million, respectively, was refunded due to cancellations by travelers during the years ended December 31, 2022 and 2021. 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 platform. 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 operating 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 online advertising expense, primarily SEM and other online traffic costs, and offline advertising costs, including television, 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. Advertising expense was $572 million, $282 million and $118 million for the years ended December 31, 2022, 2021 and 2020, respectively. Stock-Based Compensation As more fully described in note 10, 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, 2022, 2021 and 2020 (amounts in millions): December 31, 2022 2021 2020 Operating expense $ 37 47 45 Selling, general and administrative 56 78 67 $ 93 125 112 During the years ended December 31, 2022, 2021 and 2020, Tripadvisor capitalized $10 million, $13 million and $15 million, respectively, of stock-based compensation expense as 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 or prior to the experience date and records these amounts, net of Tripadvisor’s commissions, on its consolidated balance sheet as deferred merchant payables. Tripadvisor pays the operators, generally the third-party experience providers and vacation rental owners, after the travelers’ use. Therefore, it receives payment from the traveler prior to paying the operator and this operating cycle represents a working capital source or use of cash to Tripadvisor. Tripadvisor’s deferred merchant payables balance was $203 million and $113 million for the years ended December 31, 2022 and 2021, respectively. Certain Risks and Concentrations Tripadvisor’s 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, 2022, 2021 and 2020, Tripadvisor’s two most significant travel partners, Expedia Group Inc. (“Expedia”) and Booking Holdings Inc., each of which accounted for 10% or more of Tripadvisor’s consolidated revenue and combined accounted for approximately 35%, 34% and 25%, respectively, of its total revenue. Additionally, Tripadvisor’s business is dependent on relationships with third-party service operators it relies on to fulfill service obligations to Tripadvisor’s customers where Tripadvisor is the merchant of record, such as providing experiences and vacation rentals. However, no one operator’s inventory resulted in more than 10% of Tripadvisor’s revenue on a consolidated basis in any period presented. As of December 31, 2022 and 2021, Expedia accounted for approximately 19% and 10%, respectively, of Tripadvisor’s total accounts receivable. Tripadvisor’s overall credit risk related to accounts receivable is mitigated by the relatively short collection period. 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 and is material, we record the estimated loss in our consolidated statement 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) consists of net income (loss), cumulative foreign currency translation adjustments and comprehensive earnings (loss) attributable to debt credit risk adjustments. Earnings (Loss) per Common Share (EPS) Basic earnings (loss) per common share (“EPS”) is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for the years ended December 31, 2022, 2021 and 2020 are 3 million, 3 million and 1 million potential common shares, respectively, because their inclusion would be antidilutive. Also excluded from EPS for the years ended December 31, 2021 and 2020, because their inclusion would be antidilutive, were million and 13 million shares, respectively, that were contingently issuable at the Company’s election pursuant to an exercise of the Put Option (defined and described in note 8), as calculated in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock. On March 29, 2021, pursuant to the Repurchase Agreement (described and defined in note 8), the Put Option no longer exists. The contingently issuable shares pursuant to the Put Option were calculated for the period that the Put Option was outstanding. Years ended December 31, 2022 2021 2020 in millions Numerator Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders $ 30 179 (238) Less: Series A Preferred Stock carrying value adjustment and transaction costs — 370 150 Net earnings (loss) available to common shareholders $ 30 (191) (388) Denominator Basic EPS 76 75 75 Potentially dilutive shares (a) 1 2 1 Diluted EPS 77 77 76 (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 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. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 12 Months Ended |
Dec. 31, 2022 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (3) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any material recurring assets or liabilities measured at fair value that would be considered Level 3. The Company’s assets and liabilities measured at fair value are as follows: December 31, 2022 December 31, 2021 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 $ 232 32 200 35 35 — TripCo Exchangeable Senior Debentures due 2051 $ 237 — 237 268 — 268 Financial instrument liabilities, net $ 18 — 18 85 — 85 As of December 31, 2022, Tripadvisor had $200 million of term deposits with maturities of 90 days or less in major global financial institutions. Tripadvisor generally classifies cash equivalents and marketable securities, if any, within Level 1 and Level 2 as it values these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). Fair values for Level 2 investments are considered Level 2 valuations because they are obtained from independent pricing sources for identical or comparable instruments, rather than direct observations of quoted prices in active markets. The fair value of TripCo’s 0.50% Exchangeable Senior Debentures due 2051 (the “Debentures”) is based on quoted market prices but the Debentures are not considered to be traded on “active markets.” Accordingly, they are reported in the foregoing table as Level 2 fair value. In March 2020, a wholly owned subsidiary of the Company (“TripSPV”), entered into a variable prepaid forward contract (“VPF”) with a financial institution with respect to 2.4 million shares of Tripadvisor (“TRIP”) common stock held by the Company . Pursuant to an amendment to the VPF on August 10, 2022, the VPF has a forward floor price of $23.64 per share and a forward cap price of $29.24 per share. The fair value of the VPF (Level 2) was $12 million as of December 31, 2022 and is included in other assets, at cost, net of accumulated amortization in the consolidated balance sheet. The fair value of the VPF was $10 million as of December 31, 2021 and is included in financial instrument liabilities in the consolidated balance sheet. As a result of the Repurchase Agreement, as described in note 8, TripCo determined the Series A Preferred Stock required liability treatment and needed to be bifurcated between a debt host and derivative (the “Preferred Stock Derivative”). The Preferred Stock Derivative was recorded at fair value upon the reclassification from temporary equity. Changes in the fair values of the VPF and Preferred Stock Derivative are recognized in realized and unrealized gains (losses) on financial instruments, net in the consolidated statements of operations. The fair value of the VPF and Preferred Stock Derivative 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 and long-term debt (excluding the Debentures). 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. See note 5 for a description of the fair value of the Company’s fixed rate debt. Realized and Unrealized Gains (Losses) on Financial Instruments Realized and unrealized gains (losses) on financial instruments are comprised of changes in the fair value of the following: Years ended December 31, 2022 2021 2020 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ (5) 50 — Financial instruments liabilities, net 63 199 (20) Other 4 2 1 $ 62 251 (19) The Company has elected to account for the Debentures using the fair value option. Changes in the fair value of the Debentures and financial instruments recognized in the consolidated statement of operations are primarily due to market factors primarily driven by changes in the fair value of the underlying shares of the financial instruments. During the year ended December 31, 2021, the fair value adjustment recognized in the consolidated statement of operations included approximately $5 million of debt issuance costs related to the Debentures. The Company isolates the portion of the unrealized gain (loss) attributable to the change in the instrument specific credit risk and recognizes such amount in other comprehensive earnings (loss). The change in the fair value of the Debentures attributable to changes in the instrument specific credit risk was a gain of $36 million and a gain of $7 million for the years ended December 31, 2022 and 2021, respectively. The cumulative change was a gain of $43 million as of December 31, 2022. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (4) Goodwill and Other Intangible Assets Goodwill and Indefinite Lived Intangible Assets Changes in the carrying amount of goodwill are as follows: Hotels, Media & Platform Experiences & Dining Corporate and other Tripadvisor Core Viator TheFork Total amounts in millions Balance at December 31, 2020 $ 1,650 362 228 — — — 2,240 Other (1) — (18) (2) — — — (20) Balance at December 31, 2021 $ 1,650 344 226 — — — 2,220 Foreign currency translation adjustments — (18) (4) — (1) 3 (20) Allocation to new segment (2) (1,650) (326) (222) 1,977 120 101 — Balance at December 31, 2022 $ — — — 1,977 119 104 2,200 (1) Other changes primarily relate to immaterial acquisitions and foreign currency translation on goodwill. (2) As a result of the change in reportable segments in Q2 2022 (see note 13), goodwill was reallocated to the new reporting units. 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 impairment 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, 2022 December 31, 2021 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 5 $ 1,036 (1,027) 9 1,046 (1,030) 16 Other 3 636 (533) 103 616 (499) 117 Total $ 1,672 (1,560) 112 1,662 (1,529) 133 Amortization expense was $74 million, $122 million and $136 million for the years ended December 31, 2022, 2021 and 2020, respectively. Intangible assets are generally amortized on a straight-line basis. The estimated future amortization expense for the next five years related to intangible assets with definite lives as of December 31, 2022 is as follows (amounts in millions): 2023 $ 27 2024 $ 24 2025 $ 22 2026 $ 20 2027 $ 19 Impairments Due to the 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 former Hotels, Media & Platform reporting unit, which as of December 31, 2022 is included in the Tripadvisor Core 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). Following the change in reportable segments during the second quarter of 2022, the new reporting units are as follows: (1) Tripadvisor Core, (2) Viator, and (3) TheFork, for the purpose of goodwill impairment testing. As a result of this reporting unit change, we performed a qualitative goodwill impairment assessment of our legacy and current reporting units during the second quarter of 2022 and determined that it was more likely than not that the respective fair values of the legacy and current reporting units were greater than their respective carrying values. As of December 31, 2022, accumulated goodwill impairment losses for Tripadvisor totaled $1,571 million. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Debt | (5) Debt Outstanding debt at December 31, 2022 and 2021 is summarized as follows: December 31, 2022 2021 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 237 268 TripCo variable prepaid forward 51 41 Tripadvisor Credit Facility — — Tripadvisor Senior Notes due 2025 500 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (8) (11) Total consolidated TripCo debt $ 1,125 1,143 Less debt classified as current — — Total long-term debt $ 1,125 1,143 TripCo Exchangeable Senior Debentures due 2051 On March 25, 2021, TripCo issued $300 million aggregate original principal amount of its Debentures. Pursuant to the terms of the offering, on March 31, 2021, the initial purchasers notified the Company of their intention to exercise the option to purchase $30 million aggregate original principal amount of additional Debentures. The additional Debentures were issued on April 5, 2021. Upon an exchange of Debentures, TripCo, at its option, may deliver shares of TRIP common stock or the value thereof in cash or a combination of shares of TRIP common stock and cash. Initially, 14.3299 shares of TRIP common stock are attributable to each $1,000 original principal amount of Debentures, representing an initial exchange price of approximately $69.78 for each share of TRIP common stock. A total of approximately 4.7 million shares of TRIP common stock are attributable to the Debentures. Interest is payable quarterly on March 31, June 30, September 30 and December 31 of each year, commencing June 30, 2021. The Debentures may be redeemed by TripCo, in whole or in part, on or after March 27, 2025. Holders of Debentures also have the right to require TripCo to purchase their Debentures on March 27, 2025. The redemption and purchase price will generally equal 100% of the adjusted principal amount of the Debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. As of December 31, 2022, a holder of the Debentures does not have the ability to exchange and, accordingly, the Debentures are classified as long-term debt in the consolidated balance sheets. TripCo used a portion of the net proceeds from the sale of the Debentures to fund the cash portion of the purchase price for the repurchase of a portion of the Series A Preferred Stock (see note 8 below). TripCo Variable Prepaid Forward The VPF amendment executed in August 2022, as described in note 3, was accounted for as a modification for the debt component of the VPF. Accordingly, the proceeds of $9 million TripCo received in connection with the amendment was reflected as an incremental borrowing for the debt component of the VPF. The VPF matures in November 2025. At maturity, the accreted loan amount due will be approximately $57 million. As of December 31, 2022, 2.4 million shares of TRIP, with a value of approximately $44 million, were pledged as collateral pursuant to the VPF contract. Tripadvisor Credit Facility Tripadvisor is party to a credit agreement with a group of lenders initially entered into in June 2015 (as amended, the “Credit Agreement”), which, among other things, provides for a $500 million secured revolving credit facility (the “Credit Facility”) with a maturity date of May 12, 2024. The Company may borrow from the Credit Facility in U.S. dollars and Euros. In addition, the Credit Facility includes $15 million of borrowing capacity available for letters of credit and $40 million for Swing Line borrowings on same-day notice. Tripadvisor amended the Credit Facility during 2020 to, among other things: suspend the leverage ratio covenant for quarterly testing of compliance beginning in the second quarter of 2020, replacing it with a minimum liquidity covenant through June 30, 2021 (requiring Tripadvisor to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity), until the earlier of (a) the first day after June 30, 2021 through maturity on which borrowings and other revolving credit utilizations under the revolving commitments exceed $200 million, and (b) the election of Tripadvisor, at which time the leverage ratio covenant will be reinstated (the “Leverage Covenant Holiday”). Tripadvisor remained in the Leverage Covenant Holiday as of December 31, 2022. Based on Tripadvisor’s existing leverage ratio, any outstanding or future borrowings under the Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to 2.00% with a London Inter-Bank Offered Rate (“LIBO rate”) floor of 1.00% per annum; or (ii) the Alternate Base Rate Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% As of both December 31, 2022 and 2021, Tripadvisor had no outstanding borrowings under the Credit Facility. During the first quarter of 2020, Tripadvisor borrowed $700 million under the 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 July 2020. For the years ended December 31, 2022, 2021 and 2020, Tripadvisor recorded interest and commitment fees on its Credit Facility of $1 million, $3 million and $10 million, respectively, to interest expense on the consolidated statements of operations. In connection with the amendments to the 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 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, 2022 and 2021, Tripadvisor had $2 million and $4 million, respectively, remaining in deferred financing costs in connection with the Credit Facility. These costs will be amortized over the remaining term of the 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 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 2025 Senior Notes On July 9, 2020, Tripadvisor completed the sale of $500 million aggregate principal amount of 7.0% senior notes due 2025 (the "2025 Senior Notes") pursuant to a purchase agreement, dated July 7, 2020, among Tripadvisor, the guarantors party thereto and the initial purchasers party thereto in a private offering to qualified institutional buyers. The 2025 Senior Notes were issued pursuant to an indenture, dated July 9, 2020 (the “2025 Indenture”), among Tripadvisor, the guarantors and the trustee. The 2025 Indenture provides, among other things, that interest will be payable on the 2025 Senior Notes semiannually on January 15 and July 15 of each year, which began on January 15, 2021, and continue until their maturity date of July 15, 2025. The 2025 Senior Notes are senior unsecured obligations of Tripadvisor and are guaranteed by certain domestic subsidiaries. Tripadvisor has the option to redeem all or a portion of the 2025 Senior Notes at any time on or after July 15, 2022 at the redemption prices set forth in the 2025 Indenture, plus accrued and unpaid interest, if any. Subject to certain limitations, in the event of a Change of Control Triggering Event (as defined in the 2025 Indenture), Tripadvisor will be required to make an offer to purchase the 2025 Senior Notes at a price equal to 101% of the aggregate principal amount of the 2025 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. As of both December 31, 2022 and 2021, unpaid interest on the 2025 Senior Notes totaled approximately $16 million and was included in accrued liabilities and other current liabilities on the consolidated balance sheets, and $35 million, $35 million and $17 million was recorded as interest expense in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. In the third quarter of 2020, Tripadvisor used all proceeds from the 2025 Senior Notes to repay a portion of its Credit Facility outstanding borrowings. The 2025 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. 2026 Convertible Senior Notes On March 25, 2021, Tripadvisor entered into a purchase agreement for the sale of $300 million aggregate principal amount of 0.25% Convertible Senior Notes due 2026 (the “2026 Convertible Senior Notes”) in a private offering to qualified institutional buyers. The 2026 Convertible Senior Notes included an over-allotment option that provided the initial purchasers of the 2026 Convertible Senior Notes with the option to purchase an additional $45 million aggregate principal amount of the 2026 Convertible Senior Notes; such over-allotment option was fully exercised. In connection with the issuance of the 2026 Convertible Senior Notes, Tripadvisor entered into an Indenture, dated March 25, 2021 (the “2026 Indenture”), among Tripadvisor, the guarantors party thereto and the trustee. The terms of the 2026 Convertible Senior Notes are governed by the 2026 Indenture. The 2026 Convertible Senior Notes mature on April 1, 2026, unless earlier converted, redeemed or repurchased. The 2026 Convertible Senior Notes are senior unsecured obligations of Tripadvisor, although guaranteed by certain of Tripadvisor’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year, which began on October 1, 2021. As of December 31, 2022 and 2021, unpaid interest on the 2026 Convertible Senior Notes was not material. The 2026 Convertible Senior Notes will be redeemable, in whole or in part, at Tripadvisor’s option at any time, and from time to time, on or after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Convertible Senior Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of Tripadvisor’s common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date Tripadvisor sends the related redemption notice; and (2) the trading day immediately before the date Tripadvisor sends such notice. In addition, calling any such note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. The 2026 Convertible Senior Notes are unconditionally guaranteed, on a joint and several basis, by the guarantors on a senior, unsecured basis. The 2026 Convertible Senior Notes are Tripadvisor’s general senior unsecured obligations and rank equally in right of payment with all of its existing and future senior indebtedness, and senior in right of payment to all of its future subordinated indebtedness. The 2026 Convertible Senior Notes will be effectively subordinated to any of Tripadvisor’s existing and future secured indebtedness, including borrowings under the Credit Facility, to the extent of the value of the assets securing such indebtedness. Holders may convert their 2026 Convertible Senior Notes at any time prior to the close of business on the business day immediately preceding January 1, 2026 in multiples of $1,000 principal amount, only under the following conditions and circumstances: ● during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of TRIP common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; ● during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2026 Convertible Senior Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of TRIP common stock and the conversion rate on each such trading day; or ● upon the occurrence of specified corporate events as described in the 2026 Indenture. In addition, holders may convert their 2026 Convertible Senior Notes, in multiples of $1,000 principal amount, at their option at any time beginning on or after January 1, 2026, and prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the 2026 Convertible Senior Notes, without regard to the foregoing circumstances. The initial conversion rate for the 2026 Convertible Senior Notes is 13.5483 shares of TRIP common stock per $1,000 principal amount of 2026 Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $73.81 per share of common stock, or approximately 4.7 million shares of TRIP common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the 2026 Indenture. Upon conversion, Tripadvisor may choose to pay or deliver, as the case may be, cash, shares of TRIP common stock or a combination of cash and shares of TRIP common stock. Tripadvisor accounts for the 2026 Convertible Senior Notes as a liability measured at its amortized cost, and no other features of the 2026 Convertible Senior Notes are bifurcated and recognized as a derivative . The proceeds from the issuance of the 2026 Convertible Senior Notes were approximately $340 million, net of debt issuance costs of $5 million comprised primarily of the initial purchasers’ discount, and Tripadvisor used a portion of the proceeds from the 2026 Convertible Senior Notes to enter into capped call transactions (discussed below). Tripadvisor intends to use the remainder of the proceeds from this offering for general corporate purposes, which may include repayment of debt, including the partial redemption and/or purchase of its 2025 Senior Notes prior to maturity. The debt issuance costs will be amortized over the remaining term of the 2026 Convertible Senior Notes, using the effective interest rate method, and recorded to interest expense in the consolidated statements of operations. During the years ended December 31, 2022 and 2021, the effective interest rate on the 2026 Convertible Senior Notes, including debt issuance costs, was approximately 0.47% and 0.53% , respectively, and $1 million was recorded as interest expense on the consolidated statements of operations for both of the years ended December 31, 2022 and 2021. The 2026 Convertible Senior Notes are unsecured and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or restrictions on the issuance or repurchase of securities by the Company. Capped Call Transactions In connection with the issuance of the 2026 Convertible Senior Notes, Tripadvisor entered into privately negotiated capped call transactions (the “Capped Calls”) with certain of the initial purchasers of the 2026 Convertible Senior Notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”) at a cost of approximately $35 million. The Capped Calls are separate transactions entered into by Tripadvisor with each of the Option Counterparties, and are not part of the terms of the 2026 Convertible Senior Notes and therefore will not affect any noteholder’s rights under the 2026 Convertible Senior Notes. Noteholders will not have any rights with respect to the Capped Calls. The Capped Calls cover, subject to anti-dilution adjustments, substantially similar to those applicable to the conversion rate of the 2026 Convertible Senior Notes, the number of shares of TRIP common stock initially underlying the 2026 Convertible Senior Notes, or up to approximately 4.7 million shares of TRIP common stock. The Capped Calls are expected generally to reduce potential dilution to the common stock upon any conversion of 2026 Convertible Senior Notes and/or offset any potential cash payments Tripadvisor is required to make in excess of the principal amount of such converted 2026 Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap. The strike price of the Capped Calls is $73.81 , while the cap price of the Capped Calls will initially be $107.36 per share of TRIP common stock, which represents a premium of 100% over the close price of TRIP common stock of $53.68 per share on March 22, 2021 and is subject to certain customary adjustments under the terms of the Capped Calls. The Capped Calls are considered indexed to Tripadvisor’s own stock and are considered equity classified under GAAP and included as a reduction to additional paid-in-capital and noncontrolling interest in equity of subsidiaries within stockholders’ equity as of both December 31, 2022 and 2021. The Capped Calls are not accounted for as derivatives and their fair value is not remeasured each reporting period. In addition, upon entering into the Capped Calls, Tripadvisor recorded an associated deferred tax asset of $9 million, as it made an income tax election allowable under Internal Revenue Service (“IRS”) regulations in order to recover the cost of the Capped Calls as interest expense for income tax purposes only over the term of the 2026 Convertible Senior Notes. Fair Value The estimated fair values, based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source (Level 2) of Tripadvisor’s debt securities, not reported at fair value are as follows (amounts in millions): December 31, 2022 2021 Tripadvisor Senior Notes due 2025 $ 498 531 Tripadvisor Convertible Senior Notes due 2026 $ 281 305 TripCo believes that the carrying amount of the debt component of the VPF approximated fair value at December 31, 2022. Debt Covenants |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | (6) Leases Tripadvisor’s lease contracts contain both lease and non-lease components which Tripadvisor combines as a single component under its accounting policy by asset class, except for office space leases and certain other leases, such as colocation data center leases, which it accounts separately for the lease and non-lease components. Additionally, for certain equipment leases that have similar characteristics, Tripadvisor applies a portfolio approach to effectively account for operating lease right-of-use (“ROU”) assets and lease liabilities. 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 July 2027. Certain leases include options to extend the lease term for up to 6 years and/or terminate the leases within 1 year, which Tripadvisor includes in the lease terms if it is reasonably certain to exercise these options. Tripadvisor also establishes assets and liabilities at the present value of estimated future costs to return certain of its leased facilities to their original condition to satisfy any 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 both December 31, 2022 and 2021. Finance Lease 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. Tripadvisor leases approximately 280,000 square feet of office space for its corporate headquarters in Needham, Massachusetts (the “Headquarters Lease”). The Headquarters Lease has an expiration date of December 2030, with an option to extend the lease term for two consecutive terms of five years each. Tripadvisor’s Headquarters Lease is accounted for as a finance lease. The components of lease expense during the years ended December 31, 2022, 2021 and 2020 were as follows: Years ended December 31, 2022 2021 2020 amounts in millions Operating lease cost (1) $ 19 21 28 Finance lease cost: Amortization of right-of-use assets (2) $ 10 10 10 Interest on lease liabilities (3) 3 4 4 Total finance lease cost $ 13 14 14 Sublease income on operating leases (1) (9) (5) (3) Total lease cost, net $ 23 30 39 (1) Operating lease costs, net of sublease income, are included in operating expense, including stock-based compensation in the consolidated statements of operations. (2) Amount is included in depreciation expense in the consolidated statements of operations. (3) Amount is included in interest expense in the consolidated statements of operations. Supplemental balance sheet information related to leases is as follows: December 31, 2022 2021 amounts in millions Operating leases: Operating lease right-of-use assets (1) $ 27 42 Current operating lease liabilities (2) $ 14 20 Operating lease liabilities (3) 15 29 Total operating lease liabilities $ 29 49 Finance Lease: Finance lease right-of-use assets (4) $ 76 86 Current finance lease liabilities (2) $ 6 6 Finance lease liabilities (3) 58 65 Total finance lease liabilities $ 64 71 (1) Included in other assets, at cost, net of accumulated amortization in the consolidated balance sheets. (2) Included in accrued liabilities and other current liabilities in the consolidated balance sheets. (3) Included in other liabilities in the consolidated balance sheets. (4) Included in property and equipment, net in the consolidated balance sheets . Additional information related to leases is as follows for the periods presented: Years ended December 31, 2022 2021 2019 amounts in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 22 25 26 Operating cash outflows from finance lease $ 3 3 4 Financing cash outflows from finance lease $ 6 6 6 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 2 6 4 December 31, 2022 2021 Weighted-average remaining lease term Operating leases 2.5 years 3.0 years Finance lease 8.0 years 9.0 years Weighted-average discount rate Operating leases 3.7% 3.7% Finance lease 4.5% 4.5% Future lease payments under non-cancellable leases as of December 31, 2022 are as follows: Operating Leases Finance Leases amounts in millions 2023 $ 15 9 2024 9 9 2025 3 10 2026 2 10 2027 1 10 Thereafter — 28 Total future lease payments $ 30 76 Less: imputed interest (1) (12) Total $ 29 64 As of December 31, 2022, 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, 2022 | |
Income Taxes | |
Income Taxes | (7) Income Taxes Income tax benefit (expense) consists of: Years ended December 31, 2022 2021 2020 amounts in millions Current: Federal $ (38) (6) 73 State and local (3) 2 3 Foreign (26) (2) 3 $ (67) (6) 79 Deferred: Federal $ 20 23 37 State and local (1) 7 28 Foreign 1 19 8 20 49 73 Income tax benefit (expense) $ (47) 43 152 The following table presents a summary of our domestic and foreign earnings (losses) from continuing operations before income taxes: Years ended December 31, 2022 2021 2020 amounts in millions Domestic $ 63 75 (855) Foreign 30 (80) (159) Total $ 93 (5) (1,014) 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, 2022 2021 2020 amounts in millions Computed expected tax benefits (expense) $ (20) 1 213 State and local taxes, net of federal income taxes (6) 4 26 Foreign taxes, net of foreign tax credits 3 7 3 Basis difference in consolidated subsidiary — 14 (1) Change in valuation allowance (3) (18) (40) Change in unrecognized tax benefits (17) (6) (4) Preferred Stock Derivative 9 41 — Stock-based compensation (12) 2 (14) Impairment of nondeductible goodwill — — (65) Rate differential on U.S. net operating loss carryback — — 23 Other (1) (2) 11 Income tax (expense) benefit $ (47) 43 152 During 2022, the Company recognized additional tax expense related to changes in unrecognized tax benefits and the recognition of excess tax benefits and shortfalls to stock based compensation. During 2021, the Company recognized additional tax benefit related to unrealized gains attributable to the Company’s own stock which is not recognized for tax purposes and the recognition of deferred tax assets for basis differences in the stock of a consolidated subsidiary, partially offset by tax expense related to an increase in the valuation allowance against certain deferred tax assets. During 2020, the Company recognized additional tax expense related to the impairment of goodwill that is not deductible for tax purposes and an increase in the valuation allowance against certain deferred tax assets. The CARES Act allowed Tripadvisor to carryback Tripadvisor’s U.S. federal NOLs incurred in 2020, generating an expected U.S. federal tax benefit of $76 million, of which $64 million was refunded during the year ended December 31, 2022. The remaining refund of $12 million is included in income taxes payable on our consolidated balance sheet as of December 31, 2022 and is expected to be received during the year ended December 31, 2023. In addition, $25 million of this refund was recorded to long-term taxes payable on the consolidated balance sheet as of December 31, 2022, which reflects future transition tax payments to be made by Tripadvisor related to the 2017 Tax Act. In addition, during the years ended December 31, 2022, 2021 and 2020, Tripadvisor recognized government grants and other assistance benefits of $12 million, $9 million and $12 million, respectively. These amounts are not income tax related and were recorded as a reduction of personnel and overhead costs within operating costs in the consolidated statements of operations. Tripadvisor does not expect any additional future benefits of this nature. 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, 2022 2021 amounts in millions Deferred tax assets: Tax loss and credit carryforwards $ 179 218 Stock-based compensation 36 39 Lease financing obligation 18 20 Capitalized research expense 39 — Other 21 17 Total deferred tax assets 293 294 Less: valuation allowance (123) (146) Net deferred tax assets 170 148 Deferred tax liabilities: Debt (31) (19) Intangible assets (218) (221) Investments (3) — Other (10) (25) Total deferred tax liabilities (262) (265) Net deferred tax liability $ (92) (117) Due to the one-time transition tax on the deemed repatriation of undistributed foreign subsidiary earnings and profits in 2017, as a result of the 2017 Tax Act, the majority of previously unremitted earnings have been subjected to U.S. federal income tax. To the extent future distributions from these subsidiaries will be taxable, a deferred tax liability has been accrued which was not material as of December 31, 2022. As of December 31, 2022, $445 million of Tripadvisor’s cumulative undistributed foreign earnings were no longer considered to be indefinitely reinvested. At December 31, 2022, the Company has a deferred tax asset of $179 million for federal, state, and foreign NOLs, interest expense carryforwards and tax credit carryforwards. Of this amount, $143 million is recorded at Tripadvisor. If not utilized to reduce income tax liabilities at Tripadvisor in future periods, $10 million of these loss carryforwards and tax credits will begin to expire in 2023. The remaining $133 million of NOLs, interest expense carryforwards and tax credits recorded at Tripadvisor may be carried forward indefinitely. The remaining deferred tax asset of $36 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 million of these NOL carryforwards will expire at various times between 2023 and 2037. The remaining $19 million of NOLs and interest expense carryforwards may be carried forward indefinitely. A portion of TripCo’s net operating loss carryforwards are subject to certain limitations and may not be currently utilized. These carryforwards recorded at Tripadvisor and TripCo are expected to be utilized prior to expiration, except for $123 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, 2022 2021 2020 Balance at beginning of year $ 144 144 140 Additions based on tax positions related to the current year 5 5 3 Additions for tax positions of prior years 29 1 1 Reductions for lapse of statute of limitations (20) — — Reductions for tax positions of prior years (1) — — Settlements with tax authorities — (6) — Balance at end of year $ 157 144 144 As of December 31, 2022, 2021 and 2020, the Company had recorded tax reserves of $157 million, $144 million and $144 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. If the unrecognized tax benefits were to be recognized for financial statement purposes, approximately $74 million, $72 million and $74 million for the years ended December 31, 2022, 2021 and 2020, 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. As a result of the impact of the IRS audit described below, the Company anticipates a material adjustment to these reserves in 2023. As of December 31, 2022 and 2021, the Company had recorded approximately $47 million and $39 million, respectively, of accrued interest and penalties related to uncertain tax positions. As of December 31, 2022, TripCo’s tax years prior to 2019 are closed for federal income tax purposes. TripCo’s 2019, 2020, 2021 and 2022 tax years are not under IRS examination. 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 2014-2016, and 2018 tax years. Various states are currently examining Tripadvisor’s prior years’ state income tax returns. Tripadvisor is no longer subject to tax examinations by tax authorities for years prior to 2009. As of December 31, 2022, no material assessments have resulted, except as noted below. In Tripadvisor’s worldwide income tax expense, for the open tax years, in an estimated range of $85 million to $95 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 Spin-Off tax years. The estimated ranges take into 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 it has taken with regard to transfer pricing with its foreign subsidiaries is sustainable. In addition to the risk of additional tax for the open years outlined above, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, Tripadvisor would be subject to significant additional tax liabilities. Tripadvisor has previously requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for open tax years 2009 through 2011 and 2014 through 2016 . Tripadvisor evaluated its transfer pricing reserves as of December 31, 2022, based on the facts and circumstances that existed as of the reporting date and consider them to be the best estimate as of December 31, 2022. In January 2021, Tripadvisor received an issue closure notice relating to adjustments for 2012 through 2016 tax years from HM Revenue & Customs (“HMRC”) in the U.K. 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 $25 million to $35 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, 2022 | |
Redeemable Preferred Stock | |
Redeemable Preferred stock | (8) 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. On March 22, 2021, TripCo and Certares entered into a stock repurchase agreement (the “Repurchase Agreement”). Pursuant to the Repurchase Agreement, on March 29, 2021, TripCo repurchased 126,921 shares of Series A Preferred Stock, and on April 6, 2021, TripCo repurchased an additional 10,665 shares of Series A Preferred Stock from Certares. The aggregate consideration for the Series A Preferred Stock consisted of a combination of (i) approximately $281 million in cash from a portion of the net proceeds of the Debentures (as discussed in note 5), $252 million of which was paid on March 29, 2021 and $29 million of which was paid on April 6, 2021, and (ii) approximately $92 million aggregate value of TRIP common stock, owned by TripCo, consisting of 1,713,859 shares (a non-cash transaction). The price per share of Series A Preferred Stock was determined by multiplying (a) $1,000 by (b) an accretion factor with respect to the TRIP common stock (determined based on the Accretion Factor formula set forth in the Certificate of Designations of the Series A Preferred Stock as modified to use the closing price of a share of TRIP common stock on the date of the pricing of the Debentures instead of using the Reference Stock VWAP (as defined in the Certificate of Designations of the Series A Preferred Stock (the “Certificate of Designations”))). Following both closings under the Repurchase Agreement, TripCo repurchased a total of 137,586 shares of Series A Preferred Stock from Certares, representing 42% of the Series A Preferred Stock originally held by Certares, for an aggregate value of approximately $373 million. There were 187,414 shares of Series A Preferred Stock authorized, issued and outstanding at December 31, 2022 and December 31, 2021. 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 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 TRIP 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, during certain periods, the Purchaser had 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 TRIP common stock or any combination of the foregoing, subject to certain limitations (the “Put Option”). The Company evaluated the Put Option as an embedded derivative and determined it was not required to be bifurcated. As a result of the Repurchase Agreement, Certares has permanently waived the Put Option. TripCo Call Right Pursuant to the Repurchase Agreement, beginning March 27, 2024, TripCo has the option, from time to time, to call and repurchase any and all of the outstanding shares of the Series A Preferred Stock at the optional repurchase price (the "Call Right"), which is the greater of (x) the sum of the liquidation value of a share of Series A Preferred Stock as of the optional repurchase date plus all unpaid dividends accrued on such share from the most recent dividend payment date through such optional repurchase date and (y) (i) the initial liquidation value of such share of Series A Preferred Stock as of the original issue date multiplied by an accretion factor with respect to the TRIP common stock (determined based on the Accretion Factor formula set forth in the Certificate of Designations as modified such that the Reference Stock VWAP is determined as of the date that is two business days prior to the date of TripCo’s notice of repurchase) minus (ii) all dividends paid in cash or shares of Eligible Common Stock on such share through the optional repurchase date. Restriction on transfer of Series A Preferred Stock Subject to exceptions contained in the Investment Agreement and the Repurchase Agreement, the shares of Series A Preferred Stock generally are non-transferable; provided that TripCo has agreed not to unreasonably withhold its consent to certain transfers of up to 49% of the remaining Series A Preferred Shares outstanding following the repurchases from Certares under the Repurchase Agreement (so long as there are no more than six holders of the Series A Preferred Stock at any one time). Any transferee of shares of Series A Preferred Stock must agree to the permanent waiver of the Put Option, to the permanent waiver of the right to appoint the Series A Preferred Threshold Director (as such term is defined in the Certificate of Designations and described in the Repurchase Agreement) and to the Call Right. Recognition Prior to the partial redemption, as the Series A Preferred Stock was redeemable and the redemption triggers were outside of TripCo’s control, the Company was required to classify the shares outside of permanent equity. The Company calculated 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 were recorded directly to retained earnings. Immediately prior to the partial redemption, the Company recognized a $410 million decrease to retained earnings related to the value of the Series A Preferred Stock. As a result of the Repurchase Agreement, the Series A Preferred Stock may no longer be settled in shares of TripCo or TRIP common stock and the Purchaser no longer has the ability to participate on the TripCo board purely through ownership of Series A Preferred Stock. Following an evaluation of the accounting impact of these changes, we concluded the Series A Preferred Stock is a debt host with an equity-indexed derivative that is required to be bifurcated. Accordingly, the Series A Preferred Stock was required to be measured at fair value, through retained earnings, in connection with the reclassification from temporary equity to a liability. The fair value of the Series A Preferred Stock was estimated to be $40 million lower than its redemption value and such amount was recorded as an increase to retained earnings during the year ended December 31, 2021. The debt host component is included in the preferred stock liability on the consolidated balance sheet and will be accreted through interest expense to the amount to be paid upon settlement. As of December 31, 2022, the estimated fair value of the debt host component was $196 million, based on the present value of the liquidation price on the redemption date (Level 2). The Preferred Stock Derivative is included in financial instrument liabilities at fair value in the consolidated balance sheet. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | (9) Stockholders’ Equity Preferred Stock Common Stock Subsidiary Purchases of Common Stock During the year ended December 31, 2020 Tripadvisor repurchased 4,707,450 shares of its outstanding common stock for $115 million in the aggregate. There were no repurchases during 2022 and 2021. As of December 31, 2022, Tripadvisor had approximately $75 million remaining available to repurchase shares of its common stock under its share repurchase program, which does not have an expiration date but may be suspended or terminated by Tripadvisor’s Board of Directors at any time. 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 5 for further information about the Credit Agreement and the Indenture. Subsidiary Dividends 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 and the 2025 Indenture. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | (10) 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 year ended December 31, 2020, TripCo granted 573 thousand options to purchase shares of Series B TripCo common stock to our CEO. Such options had a GDFV of $2.41 per share at the time they were granted and vested immediately upon grant. During the years ended December 31, 2022, 2021 and 2020, TripCo granted 367 thousand, 154 thousand and 242 thousand performance-based RSUs, respectively, of Series B TripCo common stock to our CEO. The performance-based RSUs had a GDFV of $2.04, $7.07 and $3.08 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 year ended December 31, 2020, TripCo granted 1 million time-based RSUs of Series B TripCo common stock to our CEO. These time-based RSUs had a GDFV of $4.53 per share at the time they were granted. These time-based RSUs cliff vest on December 7, 2024 and represent an upfront grant related to the CEO’s employment agreement. See discussion in note 1 regarding the compensation agreement with TripCo’s CEO. During the years ended December 31, 2021 and 2020, TripCo granted to its employees 47 thousand and 499 thousand options, respectively, to purchase shares of Series A TripCo common stock. Such options had a weighted average GDFV of $3.25 per share and $2.58 per share, respectively, and vest between two and four years. During the year ended December 31, 2021, TripCo granted 8 thousand time-based RSUs of Series A TripCo common stock to its employees which had a weighted average GDFV of $6.73 per share and vest 50% in each of March 2023 and March 2024. During the years ended December 31, 2022, 2021 and 2020, TripCo granted 177 thousand, 72 thousand and 96 thousand performance-based RSUs, respectively, of Series A TripCo common stock to its employees. The performance-based RSUs had a weighted average GDFV of $1.94, $6.73 and $1.38 per share, respectively, at the time they were granted. The performance-based RSUs generally cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. During the years ended December 31, 2021 and 2020, TripCo granted 26 thousand and 148 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 $2.90 per share and $2.76 per share, respectively, and generally cliff vest over a one year vesting period. Also during the years ended December 31, 2022, 2021 and 2020, TripCo granted 293 thousand, 154 thousand and 196 thousand time-based RSUs, respectively, of Series A TripCo common stock to its non-employee directors which had a weighted average GDFV of $0.70, $2.53 and $3.92 per share, respectively, and generally cliff vest over a one year vesting period. 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 2021 and 2020, the range of expected terms was 4.8 years to 5.0 years. The volatility used in the calculation for Awards is based on the historical volatility of TripCo common stock. There were no options granted in 2022. For grants made in 2021 and 2020, the range of volatilities was 74.0% to 86.8%. 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 table presents the number and weighted average exercise price (“WAEP”) of options to purchase Series A 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 options. Weighted average remaining Aggregate contractual intrinsic Series A WAEP life value in thousands in years in millions Outstanding at January 1, 2022 1,129 $ 7.20 Granted — $ — Exercised — $ — Forfeited/Cancelled (27) $ 28.62 Outstanding at December 31, 2022 1,102 $ 6.65 4.2 $ — Exercisable at December 31, 2022 717 $ 7.84 3.8 $ — As of December 31, 2022, there were 2.4 million Series B TripCo options outstanding. There were no exercises, forfeitures As of December 31, 2022, the total unrecognized compensation cost related to unvested equity Awards was $3.5 million. Such amount will be recognized in the Company’s statements of operations over a weighted average period of approximately one year. As of December 31, 2022, TripCo reserved 3.5 million shares of Series A and Series B TripCo common stock for issuance under exercise privileges of outstanding stock options. TripCo – Exercises No TripCo options were exercised in 2022, 2021 or 2020. 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, 2022, 2021 and 2020 was $537 thousand, $2.8 million and $554 thousand, respectively. As of December 31, 2022, TripCo had approximately 2.2 million unvested restricted stock and RSUs 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 $3.80 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. On June 8, 2021, Tripadvisor stockholders approved an amendment to the 2018 Plan to, among other things, increase the aggregate number of shares reserved and available for issuance under the 2018 Plan by 10,000,000 shares. The purpose of this amendment was to provide sufficient reserves of shares of TRIP to ensure its ability to continue to provide new hires, employees and management with equity incentives. Grants were valued using a volatility of 51.6% and the applicable risk free rate for an expected term of 5.4 years for the year ended December 31, 2022, volatility of 49.6% and the applicable risk free rate for an expected term of 5.5 years for the year ended December 31, 2021 and 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. 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 shares of TRIP 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, 2022 5,671 $ 47.03 Granted 841 $ 20.00 Exercised (13) $ 24.94 Cancelled or expired (1,037) $ 44.06 Outstanding at December 31, 2022 5,462 $ 43.48 5.1 $ — Exercisable at December 31, 2022 3,931 $ 49.19 3.6 $ — Vested and expected to vest after December 31, 2022 5,316 $ 43.93 5.0 $ — The weighted average GDFV of service based stock options under their 2011 Plan and 2018 Plan was $9.93 for the year ended December 31, 2022. 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, 2022, the total number of shares reserved for future stock-based awards under the 2018 Plan was approximately 11 million shares. Tripadvisor related stock-based compensation for the year ended December 31, 2022 was approximately $88 million. As of December 31, 2022, the total unrecognized compensation cost related to unvested Tripadvisor stock options was approximately $14 million and will be recognized over a weighted average period of approximately 2.8 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 TRIP as the award vests. RSUs are measured at fair value based on the quoted price of TRIP 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 TRIP 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, 2022, Tripadvisor granted approximately 8 million units, vested and released approximately 3 million units, and had cancellations of approximately 1 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 shares of TRIP at the date of grant. The weighted average GDFV for RSUs and MSUs granted, vested and released, and cancelled during 2022 was $24.23 per share, $35.60 per share, and $32.52 per share, respectively. As of December 31, 2022, the total unrecognized compensation cost related to 9 million unvested Tripadvisor RSUs and MSUs outstanding was approximately $197 million which will be recognized over the remaining vesting term of approximately 2.8 years. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | (11) 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, $10 million and $11 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (12) Commitments and Contingencies Off-Balance Sheet Arrangements TripCo did not have any other significant 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 privacy, 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, 2022 | |
Segment Information | |
Segment Information | (13) Segment Information TripCo, through its ownership interests in Tripadvisor, is primarily engaged in the online commerce industries. TripCo identifies its reportable segments based on how our chief operating decision maker, or CODM, manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. ● Tripadvisor Core – This segment includes Tripadvisor-branded hotels revenue, Tripadvisor-branded display and platform revenue, Tripadvisor experiences and dining revenue, which consists of intercompany (intersegment) revenue related to affiliate marketing commissions earned from experience and restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, as well as cruises, rentals, flights and cars revenue. ● Viator – Tripadvisor provides information and services for consumers to research and book tours, activities and experiences in popular travel destinations through Viator. ● TheFork – Tripadvisor provides information and services for consumers to research and book restaurants in popular travel destinations through this dedicated restaurant reservations offering. All prior period segment disclosure information has been reclassified to conform to the current reporting structure in this Form 10-K. These reclassifications had no effect on the consolidated financial statements in any period. The segment disclosure includes intersegment revenue, which consist of affiliate marketing fees for services provided by the Tripadvisor Core segment to both the Viator and TheFork segments. These intersegment transactions are recorded by each segment at amounts that approximate fair value as if the transactions were between third parties, and therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within Corporate and eliminations in the tables below. 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, 2022 2021 2020 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions Tripadvisor Core $ 966 345 665 177 483 64 Viator 493 (11) 184 (31) 55 (72) TheFork 126 (39) 85 (46) 86 (43) Corporate and eliminations (93) (8) (32) (10) (20) (10) Consolidated TripCo $ 1,492 287 902 90 604 (61) 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, 2022 2021 2020 amounts in millions United States $ 905 526 302 United Kingdom 402 259 169 Other countries 185 117 133 Consolidated TripCo $ 1,492 902 604 Long-lived Assets by Geographic Area December 31, 2022 2021 amounts in millions United States $ 94 108 Other countries 9 10 Consolidated TripCo $ 103 118 The following table provides a reconciliation of Adjusted OIBDA to operating income and earnings (loss) before income taxes: Years ended December 31, 2022 2021 2020 amounts in millions Adjusted OIBDA $ 287 90 (61) Stock-based compensation (93) (125) (112) Depreciation and amortization (97) (150) (168) Impairment of goodwill and intangible assets — — (550) Restructuring and related reorganization costs — — (41) Non-recurring expenses (1) (8) — — Legal reserves and settlements (1) — — Operating income (loss) 88 (185) (932) Interest expense (65) (60) (41) Dividend and interest income 16 1 3 Realized and unrealized gains (losses) on financial instruments, net 62 251 (19) Other, net (8) (12) (25) Earnings (loss) before income taxes $ 93 (5) (1,014) (1) Tripadvisor incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud, which was recorded to . Tripadvisor considers such costs to be non-recurring in nature. To the extent Tripadvisor recovers any losses in future periods related to this incident, Tripadvisor plans to reduce Adjusted OIBDA by the recovery amount in those periods. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, available on demand cash deposits, term deposits and marketable securities, with maturities of three months or less at the time of acquisition. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable are recognized when the right to consideration becomes unconditional and are recorded net of an allowance for credit losses. Tripadvisor records accounts receivable at the invoiced amount, and its customer invoices are generally due 30 days from the time of invoicing. Tripadvisor uses the “expected credit loss” methodology, allowed under GAAP, in estimating its allowance for credit losses. Tripadvisor applies the “expected credit loss” methodology by first assessing its historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to Tripadvisor’s ability to collect its outstanding accounts receivables, or the expectation for future losses. Tripadvisor develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact its customers’ ability to pay their obligations. Where appropriate, Tripadvisor performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and Tripadvisor has concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by Tripadvisor, based on its collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. Tripadvisor recognizes a greater credit loss allowance on the accounts receivable due from those customers in the lower credit tranche, as determined by Tripadvisor. When Tripadvisor becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses. Tripadvisor's exposure to credit losses may increase if its customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, or other customer-specific factors. The following table presents the changes in the allowance for credit losses for the periods presented: Years ended December 31, 2022 2021 2020 amounts in millions Balance, beginning of period $ 28 33 25 Provision charged to expense 6 3 17 Write-offs, net of recoveries and other adjustments (6) (8) (9) Balance, end of period $ 28 28 33 |
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, at cost consists of the following (amounts in millions): December 31, 2022 2021 Finance lease right-of-use asset $ 114 114 Leasehold improvements 46 48 Computer equipment and purchased software 82 77 Furniture, office equipment and other 19 20 Total property and equipment, at cost $ 261 259 Property and equipment is recorded at cost, net of accumulated depreciation, less impairments, if any. 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 6 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 4 for discussion of goodwill and trademark impairments. |
Website Development Costs | Website Development Costs Certain costs incurred during the application development stage related to the development of websites 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 losses of $9 million, losses of $6 million and gains of $4 million for the years ended December 31, 2022, 2021, and 2020, respectively, in other, net on our consolidated statements of operations. |
Revenue Recognition | Revenue Recognition (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 renewal of these contracts and therefore are not commensurate with the initial sales incentive costs. As of both December 31, 2022 and 2021, there were $4 million of unamortized contract costs in other long-term assets on the consolidated balance sheet. Tripadvisor amortizes these contract costs on a straight-line basis over the estimated customer life, which is based on historical customer retention rates. Amortization expense recorded to selling and marketi ng expense on the consolidated statements of operations duri e. No impairments were recognized during the years ended December 31, 2022, 2021 and 2020. Tripadvisor Core Segment Tripadvisor-branded Hotels Revenue 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-branded Display and Platform Revenue Tripadvisor-Experiences and Dining Revenue illed by Viator and TheFork, respectively, which are eliminated on a consolidated basis. es and dining transactions, and methods of revenue recognition are consistent with the Viator and TheFork segments, as described below. In addition, Tripadvisor offers restaurant partners the opportunity to advertise and promote their business through restaurant media advertising placements on its platform. This servic Other Viator Segment TheFork Segment Practical Expedients and Exemptions one one Disaggregation of Revenue Years ended December 31, 2022 2021 2020 Major Products/Revenue Sources: Tripadvisor Core Tripadvisor-branded hotels $ 650 451 292 Tripadvisor-branded display and platform 130 98 69 Tripadvisor experiences and dining 134 70 65 Other 52 46 57 Total Tripadvisor Core 966 665 483 Viator 493 184 55 TheFork 126 85 86 Intersegment eliminations (93) (32) (20) Total Revenue $ 1,492 902 604 December 31, 2022 2021 Accounts receivable $ 173 105 Contract assets 32 37 Total $ 205 142 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, 2021, bad debt expense recorded to Tripadvisor’s allowance for expected credit losses on accounts receivable and contract assets decreased by $14 million, when compared to the same period in 2020, primarily due to improved collection trends with its customers driven by the ongoing travel industry recovery from COVID-19 during that year. respectively, was recognized into revenue and $2 million and $4 million, respectively, was refunded due to cancellations by travelers during the years ended December 31, 2022 and 2021. |
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 platform. 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 operating 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 online advertising expense, primarily SEM and other online traffic costs, and offline advertising costs, including television, 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. Advertising expense was $572 million, $282 million and $118 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation As more fully described in note 10, 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, 2022, 2021 and 2020 (amounts in millions): December 31, 2022 2021 2020 Operating expense $ 37 47 45 Selling, general and administrative 56 78 67 $ 93 125 112 During the years ended December 31, 2022, 2021 and 2020, Tripadvisor capitalized $10 million, $13 million and $15 million, respectively, of stock-based compensation expense as 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 or prior to the experience date and records these amounts, net of Tripadvisor’s commissions, on its consolidated balance sheet as deferred merchant payables. Tripadvisor pays the operators, generally the third-party experience providers and vacation rental owners, after the travelers’ use. Therefore, it receives payment from the traveler prior to paying the operator and this operating cycle represents a working capital source or use of cash to Tripadvisor. Tripadvisor’s deferred merchant payables balance was $203 million and $113 million for the years ended December 31, 2022 and 2021, respectively. |
Certain Risks and Concentrations | Certain Risks and Concentrations Tripadvisor’s 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, 2022, 2021 and 2020, Tripadvisor’s two most significant travel partners, Expedia Group Inc. (“Expedia”) and Booking Holdings Inc., each of which accounted for 10% or more of Tripadvisor’s consolidated revenue and combined accounted for approximately 35%, 34% and 25%, respectively, of its total revenue. Additionally, Tripadvisor’s business is dependent on relationships with third-party service operators it relies on to fulfill service obligations to Tripadvisor’s customers where Tripadvisor is the merchant of record, such as providing experiences and vacation rentals. However, no one operator’s inventory resulted in more than 10% of Tripadvisor’s revenue on a consolidated basis in any period presented. As of December 31, 2022 and 2021, Expedia accounted for approximately 19% and 10%, respectively, of Tripadvisor’s total accounts receivable. Tripadvisor’s overall credit risk related to accounts receivable is mitigated by the relatively short collection period. |
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 and is material, we record the estimated loss in our consolidated statement 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 comprehensive earnings (loss) attributable to debt credit risk adjustments. |
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) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for the years ended December 31, 2022, 2021 and 2020 are 3 million, 3 million and 1 million potential common shares, respectively, because their inclusion would be antidilutive. Also excluded from EPS for the years ended December 31, 2021 and 2020, because their inclusion would be antidilutive, were million and 13 million shares, respectively, that were contingently issuable at the Company’s election pursuant to an exercise of the Put Option (defined and described in note 8), as calculated in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock. On March 29, 2021, pursuant to the Repurchase Agreement (described and defined in note 8), the Put Option no longer exists. The contingently issuable shares pursuant to the Put Option were calculated for the period that the Put Option was outstanding. Years ended December 31, 2022 2021 2020 in millions Numerator Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders $ 30 179 (238) Less: Series A Preferred Stock carrying value adjustment and transaction costs — 370 150 Net earnings (loss) available to common shareholders $ 30 (191) (388) Denominator Basic EPS 76 75 75 Potentially dilutive shares (a) 1 2 1 Diluted EPS 77 77 76 (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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of allowance for credit losses | Years ended December 31, 2022 2021 2020 amounts in millions Balance, beginning of period $ 28 33 25 Provision charged to expense 6 3 17 Write-offs, net of recoveries and other adjustments (6) (8) (9) Balance, end of period $ 28 28 33 |
Schedule of property and equipment | Property and equipment, at cost consists of the following (amounts in millions): December 31, 2022 2021 Finance lease right-of-use asset $ 114 114 Leasehold improvements 46 48 Computer equipment and purchased software 82 77 Furniture, office equipment and other 19 20 Total property and equipment, at cost $ 261 259 |
Schedule of disaggregation of revenue | Years ended December 31, 2022 2021 2020 Major Products/Revenue Sources: Tripadvisor Core Tripadvisor-branded hotels $ 650 451 292 Tripadvisor-branded display and platform 130 98 69 Tripadvisor experiences and dining 134 70 65 Other 52 46 57 Total Tripadvisor Core 966 665 483 Viator 493 184 55 TheFork 126 85 86 Intersegment eliminations (93) (32) (20) Total Revenue $ 1,492 902 604 |
Schedule of contract balances | The following table provides information about the opening and closing balances of accounts receivable and contract assets from contracts with customers (in millions): December 31, 2022 2021 Accounts receivable $ 173 105 Contract assets 32 37 Total $ 205 142 |
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, 2022, 2021 and 2020 (amounts in millions): December 31, 2022 2021 2020 Operating expense $ 37 47 45 Selling, general and administrative 56 78 67 $ 93 125 112 |
Reconciliation of Basic and Diluted Weighted Average Shares | Years ended December 31, 2022 2021 2020 in millions Numerator Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders $ 30 179 (238) Less: Series A Preferred Stock carrying value adjustment and transaction costs — 370 150 Net earnings (loss) available to common shareholders $ 30 (191) (388) Denominator Basic EPS 76 75 75 Potentially dilutive shares (a) 1 2 1 Diluted EPS 77 77 76 (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. |
Assets and Liabilities Measur_2
Assets and Liabilities Measured at Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | December 31, 2022 December 31, 2021 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 $ 232 32 200 35 35 — TripCo Exchangeable Senior Debentures due 2051 $ 237 — 237 268 — 268 Financial instrument liabilities, net $ 18 — 18 85 — 85 |
Schedule of realized and unrealized gains (losses) | Years ended December 31, 2022 2021 2020 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ (5) 50 — Financial instruments liabilities, net 63 199 (20) Other 4 2 1 $ 62 251 (19) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Other Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Hotels, Media & Platform Experiences & Dining Corporate and other Tripadvisor Core Viator TheFork Total amounts in millions Balance at December 31, 2020 $ 1,650 362 228 — — — 2,240 Other (1) — (18) (2) — — — (20) Balance at December 31, 2021 $ 1,650 344 226 — — — 2,220 Foreign currency translation adjustments — (18) (4) — (1) 3 (20) Allocation to new segment (2) (1,650) (326) (222) 1,977 120 101 — Balance at December 31, 2022 $ — — — 1,977 119 104 2,200 (1) Other changes primarily relate to immaterial acquisitions and foreign currency translation on goodwill. (2) As a result of the change in reportable segments in Q2 2022 (see note 13), goodwill was reallocated to the new reporting units. |
Schedule of intangible assets subject to amortization | December 31, 2022 December 31, 2021 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 5 $ 1,036 (1,027) 9 1,046 (1,030) 16 Other 3 636 (533) 103 616 (499) 117 Total $ 1,672 (1,560) 112 1,662 (1,529) 133 |
Schedule of future amortization expense | Intangible assets are generally amortized on a straight-line basis. The estimated future amortization expense for the next five years related to intangible assets with definite lives as of December 31, 2022 is as follows (amounts in millions): 2023 $ 27 2024 $ 24 2025 $ 22 2026 $ 20 2027 $ 19 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Schedule of outstanding debt | December 31, 2022 2021 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 237 268 TripCo variable prepaid forward 51 41 Tripadvisor Credit Facility — — Tripadvisor Senior Notes due 2025 500 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (8) (11) Total consolidated TripCo debt $ 1,125 1,143 Less debt classified as current — — Total long-term debt $ 1,125 1,143 |
Schedule of fair value | The estimated fair values, based on recently reported market transactions and prices for identical or similar financial instruments obtained from a third-party pricing source (Level 2) of Tripadvisor’s debt securities, not reported at fair value are as follows (amounts in millions): December 31, 2022 2021 Tripadvisor Senior Notes due 2025 $ 498 531 Tripadvisor Convertible Senior Notes due 2026 $ 281 305 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Components of lease expense | Years ended December 31, 2022 2021 2020 amounts in millions Operating lease cost (1) $ 19 21 28 Finance lease cost: Amortization of right-of-use assets (2) $ 10 10 10 Interest on lease liabilities (3) 3 4 4 Total finance lease cost $ 13 14 14 Sublease income on operating leases (1) (9) (5) (3) Total lease cost, net $ 23 30 39 (1) Operating lease costs, net of sublease income, are included in operating expense, including stock-based compensation in the consolidated statements of operations. (2) Amount is included in depreciation expense in the consolidated statements of operations. (3) Amount is included in interest expense in the consolidated statements of operations. |
Schedule of balance sheet information | December 31, 2022 2021 amounts in millions Operating leases: Operating lease right-of-use assets (1) $ 27 42 Current operating lease liabilities (2) $ 14 20 Operating lease liabilities (3) 15 29 Total operating lease liabilities $ 29 49 Finance Lease: Finance lease right-of-use assets (4) $ 76 86 Current finance lease liabilities (2) $ 6 6 Finance lease liabilities (3) 58 65 Total finance lease liabilities $ 64 71 (1) Included in other assets, at cost, net of accumulated amortization in the consolidated balance sheets. (2) Included in accrued liabilities and other current liabilities in the consolidated balance sheets. (3) Included in other liabilities in the consolidated balance sheets. (4) Included in property and equipment, net in the consolidated balance sheets . |
Schedule of cash flow information related to leases | Years ended December 31, 2022 2021 2019 amounts in millions Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 22 25 26 Operating cash outflows from finance lease $ 3 3 4 Financing cash outflows from finance lease $ 6 6 6 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 2 6 4 |
Schedule of weighted-average lease term and discount rate | December 31, 2022 2021 Weighted-average remaining lease term Operating leases 2.5 years 3.0 years Finance lease 8.0 years 9.0 years Weighted-average discount rate Operating leases 3.7% 3.7% Finance lease 4.5% 4.5% |
Schedule of operating lease maturities | Operating Leases Finance Leases amounts in millions 2023 $ 15 9 2024 9 9 2025 3 10 2026 2 10 2027 1 10 Thereafter — 28 Total future lease payments $ 30 76 Less: imputed interest (1) (12) Total $ 29 64 |
Schedule of finance lease maturities | Operating Leases Finance Leases amounts in millions 2023 $ 15 9 2024 9 9 2025 3 10 2026 2 10 2027 1 10 Thereafter — 28 Total future lease payments $ 30 76 Less: imputed interest (1) (12) Total $ 29 64 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of income tax benefit (expense) | Years ended December 31, 2022 2021 2020 amounts in millions Current: Federal $ (38) (6) 73 State and local (3) 2 3 Foreign (26) (2) 3 $ (67) (6) 79 Deferred: Federal $ 20 23 37 State and local (1) 7 28 Foreign 1 19 8 20 49 73 Income tax benefit (expense) $ (47) 43 152 |
Schedule of income before income taxes | Years ended December 31, 2022 2021 2020 amounts in millions Domestic $ 63 75 (855) Foreign 30 (80) (159) Total $ 93 (5) (1,014) |
Schedule of income tax benefit (expense) reconciliation to the effective tax rate | Years ended December 31, 2022 2021 2020 amounts in millions Computed expected tax benefits (expense) $ (20) 1 213 State and local taxes, net of federal income taxes (6) 4 26 Foreign taxes, net of foreign tax credits 3 7 3 Basis difference in consolidated subsidiary — 14 (1) Change in valuation allowance (3) (18) (40) Change in unrecognized tax benefits (17) (6) (4) Preferred Stock Derivative 9 41 — Stock-based compensation (12) 2 (14) Impairment of nondeductible goodwill — — (65) Rate differential on U.S. net operating loss carryback — — 23 Other (1) (2) 11 Income tax (expense) benefit $ (47) 43 152 |
Schedule of deferred income tax assets and liabilities | December 31, 2022 2021 amounts in millions Deferred tax assets: Tax loss and credit carryforwards $ 179 218 Stock-based compensation 36 39 Lease financing obligation 18 20 Capitalized research expense 39 — Other 21 17 Total deferred tax assets 293 294 Less: valuation allowance (123) (146) Net deferred tax assets 170 148 Deferred tax liabilities: Debt (31) (19) Intangible assets (218) (221) Investments (3) — Other (10) (25) Total deferred tax liabilities (262) (265) Net deferred tax liability $ (92) (117) |
Schedule of reconciliation of unrecognized tax benefits | A reconciliation of unrecognized tax benefits is as follows (amounts in millions): Years ended December 31, 2022 2021 2020 Balance at beginning of year $ 144 144 140 Additions based on tax positions related to the current year 5 5 3 Additions for tax positions of prior years 29 1 1 Reductions for lapse of statute of limitations (20) — — Reductions for tax positions of prior years (1) — — Settlements with tax authorities — (6) — Balance at end of year $ 157 144 144 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 1,129 $ 7.20 Granted — $ — Exercised — $ — Forfeited/Cancelled (27) $ 28.62 Outstanding at December 31, 2022 1,102 $ 6.65 4.2 $ — Exercisable at December 31, 2022 717 $ 7.84 3.8 $ — |
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, 2022 5,671 $ 47.03 Granted 841 $ 20.00 Exercised (13) $ 24.94 Cancelled or expired (1,037) $ 44.06 Outstanding at December 31, 2022 5,462 $ 43.48 5.1 $ — Exercisable at December 31, 2022 3,931 $ 49.19 3.6 $ — Vested and expected to vest after December 31, 2022 5,316 $ 43.93 5.0 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Schedule of performance measures | Years ended December 31, 2022 2021 2020 Adjusted Adjusted Adjusted Revenue OIBDA Revenue OIBDA Revenue OIBDA amounts in millions Tripadvisor Core $ 966 345 665 177 483 64 Viator 493 (11) 184 (31) 55 (72) TheFork 126 (39) 85 (46) 86 (43) Corporate and eliminations (93) (8) (32) (10) (20) (10) Consolidated TripCo $ 1,492 287 902 90 604 (61) |
Schedule of revenue by geographic area | December 31, 2022 2021 2020 amounts in millions United States $ 905 526 302 United Kingdom 402 259 169 Other countries 185 117 133 Consolidated TripCo $ 1,492 902 604 |
Schedule of long-lived assets by geographic area | December 31, 2022 2021 amounts in millions United States $ 94 108 Other countries 9 10 Consolidated TripCo $ 103 118 |
Reconciliation of consolidated Adjusted OIBDA to operating income and earnings (loss) before income taxes | Years ended December 31, 2022 2021 2020 amounts in millions Adjusted OIBDA $ 287 90 (61) Stock-based compensation (93) (125) (112) Depreciation and amortization (97) (150) (168) Impairment of goodwill and intangible assets — — (550) Restructuring and related reorganization costs — — (41) Non-recurring expenses (1) (8) — — Legal reserves and settlements (1) — — Operating income (loss) 88 (185) (932) Interest expense (65) (60) (41) Dividend and interest income 16 1 3 Realized and unrealized gains (losses) on financial instruments, net 62 251 (19) Other, net (8) (12) (25) Earnings (loss) before income taxes $ 93 (5) (1,014) (1) Tripadvisor incurred a loss of approximately $8 million during the fourth quarter of 2022, as the result of external fraud, which was recorded to . Tripadvisor considers such costs to be non-recurring in nature. To the extent Tripadvisor recovers any losses in future periods related to this incident, Tripadvisor plans to reduce Adjusted OIBDA by the recovery amount in those periods. |
Basis of Presentation - Descrip
Basis of Presentation - Description of Business (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 26, 2020 $ / shares shares | Dec. 31, 2019 USD ($) | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) item restaurant country segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2020 USD ($) | Jul. 09, 2020 USD ($) | |
Number of reportable segments | segment | 3 | |||||||
Number of countries | country | 40 | |||||||
Description of user-generated reviews and opinions across broad base of global travel-related businesses | Tripadvisor offered more than 1 billion user-generated ratings and reviews on nearly 8 million experiences, accommodations, restaurants, airlines, and cruises. | |||||||
Minimum user-generated ratings and reviews offered | 1,000 | |||||||
Minimum User Experiences, Accommodations, Restaurants, Airline | 8 | |||||||
Minimum experiences of online marketplace that enables diners to discover and book online reservations | item | 300,000 | |||||||
Minimum number of operators for experiences of online marketplace that enables diners to discover and book online reservations | item | 50,000 | |||||||
Restructuring and other related reorganization costs | $ 41 | |||||||
Redeemable preferred stock, shares issued | shares | 325,000 | |||||||
Dividend rate percentage | 8% | |||||||
Redeemable preferred stock, par value | $ / shares | $ 0.01 | |||||||
Shares issued price per share | $ / shares | $ 1,000 | |||||||
Number of languages worldwide | item | 20 | |||||||
TheFork | ||||||||
Number of Restaurants | restaurant | 55,000 | |||||||
Minimum countries in which restaurants that have online marketplace that enables diners to discover and book online reservations | country | 12 | |||||||
Liberty Media | ||||||||
Related Party Transaction, Amounts of Transaction | $ 3 | $ 4 | $ 4 | |||||
Liberty Media | CEO | ||||||||
Relative market capitalization percentage | 50% | |||||||
Blended average of historical time allocation on a Liberty Media-wide and CEO basis weighted average | 50% | |||||||
CEO compensation allocation percentage | 5% | 5% | ||||||
Employment agreement term | 5 years | |||||||
Annual base salary | $ 3 | |||||||
One-time cash commitment bonus | 5 | |||||||
Annual target cash performance bonus | 17 | |||||||
Annual equity awards | 18 | |||||||
Upfront awards | $ 90 | |||||||
TripAdvisor | Tripadvisor Credit Facility | ||||||||
Borrowing on line of credit | $ 700 | |||||||
TripAdvisor | Tripadvisor Senior Notes due 2025 | ||||||||
Debt Instrument, Face Amount | $ 500 | $ 500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |||
Customer invoices period | 30 days | ||
Foreign currency exchange gain (loss) | $ (9) | $ (6) | $ 4 |
Advertising expense | $ 572 | $ 282 | $ 118 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance, beginning of period | $ 28 | $ 33 | $ 25 |
Provision charged to expense | 6 | 3 | 17 |
Write-offs, net of recoveries and other adjustments | (6) | (8) | (9) |
Balance, end of period | $ 28 | $ 28 | $ 33 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 261 | $ 259 |
Finance lease right-of-use assets | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 114 | 114 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 46 | 48 |
Computer equipment and purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 82 | 77 |
Furniture, office equipment and other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 19 | $ 20 |
Computer Equipment, Furniture, Office Equipment and Other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property estimated useful life | 3 years | |
Computer Equipment, Furniture, Office Equipment and Other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property estimated useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer invoices period | 30 days | ||
TripAdvisor | |||
Maximum subscription advertising service contact period | 1 year | ||
Capitalized contract costs | $ 4 | $ 4 | |
Contract cost amortization | 1 | 1 | $ 1 |
Capitalized contract costs impairment | $ 0 | $ 0 | $ 0 |
Practical expedient, incremental costs | true | ||
Practical expedient, remaining performance obligation | true |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,492 | $ 902 | $ 604 |
Operating Segments | Tripadvisor Core | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 966 | 665 | 483 |
Operating Segments | Tripadvisor Core | Tripadvisor-branded hotels | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 650 | 451 | 292 |
Operating Segments | Tripadvisor Core | Tripadvisor-branded display and platform | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 130 | 98 | 69 |
Operating Segments | Tripadvisor Core | Tripadvisor experiences and dining | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 134 | 70 | 65 |
Operating Segments | Tripadvisor Core | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 52 | 46 | 57 |
Operating Segments | Viator | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 493 | 184 | 55 |
Operating Segments | TheFork | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 126 | 85 | 86 |
Intersegment eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ (93) | $ (32) | $ (20) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 01, 2022 | Jan. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Accounts receivable | $ 105 | $ 173 | ||
Contract assets | 37 | 32 | ||
Total | 142 | 205 | ||
Deferred revenue | 36 | 44 | ||
TripAdvisor | ||||
Accounts receivable and contract assets | (14) | |||
Deferred revenue | $ 36 | $ 28 | ||
Contract with customer revenue recognized | $ 34 | $ 23 | ||
Refund liability | $ 4 | $ 2 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation | $ 93 | $ 125 | $ 112 |
Operating expense | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation | 37 | 47 | 45 |
Selling, general and administrative expense | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation | 56 | 78 | 67 |
TripAdvisor | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation | 88 | ||
Capitalized Stock Based Compensation | $ 10 | $ 13 | $ 15 |
Summary of Significant Accou_11
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, 2022 USD ($) item shares | Dec. 31, 2021 USD ($) item shares | Dec. 31, 2020 USD ($) item shares | |
Numerator | |||
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ | $ 30 | $ 179 | $ (238) |
Less: Series A Preferred Stock carrying value adjustment and transaction costs | $ | 370 | 150 | |
Net earnings (loss) available to common shareholders | $ | $ 30 | $ (191) | $ (388) |
Denominator | |||
Basic WASO (in shares) | 76 | 75 | 75 |
Potentially dilutive shares (in shares) | 1 | 2 | 1 |
Diluted WASO (in shares) | 77 | 77 | 76 |
TripAdvisor | |||
Product Information [Line Items] | |||
Deferred merchant payable | $ | $ 203 | $ 113 | |
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) | 35% | 34% | 25% |
TripAdvisor | Expedia and Booking Holdings Inc. | Customer | Accounts Receivable | |||
Product Information [Line Items] | |||
Customer concentration (as a percent) | 19% | 10% | |
Stock Options | |||
Earnings (Loss) Per Common Share (EPS) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3 | 3 | 1 |
Preferred Stock Put Option | |||
Earnings (Loss) Per Common Share (EPS) | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3 | 13 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Details) shares in Millions, $ in Millions | 12 Months Ended | ||||
Aug. 11, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Aug. 10, 2022 $ / item shares | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term debt fair value | $ 237 | $ 268 | |||
Term deposits | $ 200 | ||||
Repayments of long term debt | $ 1,052 | ||||
Exchangeable Senior Debentures due 2051 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Margin | 0.50% | ||||
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 | 23.64 | ||||
Forward cap price | $ / item | 29.24 | ||||
Variable prepaid forward prepayment received | $ 9 | ||||
Level 2 | Forward Contracts | variable prepaid forward | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset | $ 12 | ||||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | ||||
Derivative Liability | $ 10 | ||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | ||||
Recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | $ 232 | $ 35 | |||
Recurring | Exchangeable Senior Debentures due 2051 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term debt fair value | 237 | 268 | |||
Recurring | Financial instrument liabilities, net | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Financial instruments liabilities, net | 18 | 85 | |||
Recurring | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 32 | 35 | |||
Recurring | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 200 | ||||
Recurring | Level 2 | Exchangeable Senior Debentures due 2051 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term debt fair value | 237 | 268 | |||
Recurring | Level 2 | Financial instrument liabilities, net | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Financial instruments liabilities, net | $ 18 | $ 85 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net | $ 62 | $ 251 | $ (19) |
Exchangeable Senior Debentures due 2051 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Credit risk on fair value debt instruments gains (losses) | 36 | 7 | |
Debt issuance costs | 5 | ||
Exchangeable Senior Debentures due 2051 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net | (5) | 50 | |
Cumulative gain on assets | 43 | ||
Financial instrument liabilities, net | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net | 63 | 199 | (20) |
Other. | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Realized and unrealized gains (losses) on financial instruments, net | $ 4 | $ 2 | $ 1 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Goodwill, beginning balance | $ 2,220 | $ 2,240 |
Other | (20) | |
Foreign currency translation adjustments | (20) | |
Goodwill, ending balance | 2,200 | 2,220 |
Hotel, Media & Platform | ||
Goodwill | ||
Goodwill, beginning balance | 1,650 | 1,650 |
Allocation to new segment | (1,650) | |
Goodwill, ending balance | 1,650 | |
Tripadvisor experiences and dining | ||
Goodwill | ||
Goodwill, beginning balance | 344 | 362 |
Other | (18) | |
Foreign currency translation adjustments | (18) | |
Allocation to new segment | (326) | |
Goodwill, ending balance | 344 | |
Tripadvisor Core | ||
Goodwill | ||
Allocation to new segment | 1,977 | |
Goodwill, ending balance | 1,977 | |
Viator | ||
Goodwill | ||
Foreign currency translation adjustments | (1) | |
Allocation to new segment | 120 | |
Goodwill, ending balance | 119 | |
TheFork | ||
Goodwill | ||
Foreign currency translation adjustments | 3 | |
Allocation to new segment | 101 | |
Goodwill, ending balance | 104 | |
Corporate and other | ||
Goodwill | ||
Goodwill, beginning balance | 226 | 228 |
Other | (2) | |
Foreign currency translation adjustments | (4) | |
Allocation to new segment | $ (222) | |
Goodwill, ending balance | $ 226 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets subject to amortization | |||
Gross carrying amount | $ 1,672 | $ 1,662 | |
Accumulated amortization | (1,560) | (1,529) | |
Net carrying amount | 112 | 133 | |
Amortization expense | $ 74 | 122 | $ 136 |
Customer relationships | |||
Intangible Assets subject to amortization | |||
Weighted Average Remaining Useful Life | 5 years | ||
Gross carrying amount | $ 1,036 | 1,046 | |
Accumulated amortization | (1,027) | (1,030) | |
Net carrying amount | $ 9 | 16 | |
Other intangible assets | |||
Intangible Assets subject to amortization | |||
Weighted Average Remaining Useful Life | 3 years | ||
Gross carrying amount | $ 636 | 616 | |
Accumulated amortization | (533) | (499) | |
Net carrying amount | $ 103 | $ 117 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Future Amortization (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Future amortization expense | |
2023 | $ 27 |
2024 | 24 |
2025 | 22 |
2026 | 20 |
2027 | $ 19 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Impairments (Details) - TripAdvisor - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2022 | |
Impairments | ||
Accumulated goodwill impairment | $ 1,571 | |
Hotel, Media & Platform | ||
Impairments | ||
Goodwill impairments | $ 279 | |
Hotel, Media & Platform | Trademarks | ||
Impairments | ||
Impairment of intangible assets | $ 250 | |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment |
Debt - Outstanding debt (Detail
Debt - Outstanding debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 17, 2020 |
Debt Financing | |||
Deferred financing costs | $ (8) | $ (11) | |
Total consolidated TripCo debt | 1,125 | 1,143 | |
Total long-term debt | 1,125 | 1,143 | |
Exchangeable Senior Debentures due 2051 | |||
Debt Financing | |||
Carrying amount of debt | 237 | 268 | |
variable prepaid forward | |||
Debt Financing | |||
Carrying amount of debt | 51 | 41 | |
TripAdvisor | Tripadvisor Credit Facility | |||
Debt Financing | |||
Deferred financing costs | (2) | (4) | $ (7) |
TripAdvisor | Tripadvisor Senior Notes due 2025 | |||
Debt Financing | |||
Carrying amount of debt | 500 | 500 | |
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | |||
Debt Financing | |||
Carrying amount of debt | $ 345 | $ 345 |
Debt - TripCo Debt (Details)
Debt - TripCo Debt (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Aug. 11, 2022 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Financing | ||||
Repayments of long term debt | $ 1,052 | |||
variable prepaid forward | ||||
Debt Financing | ||||
Carrying amount of debt | $ 51 | $ 41 | ||
variable prepaid forward | Forward Contracts | ||||
Debt Financing | ||||
Variable prepaid forward prepayment received | $ 9 | |||
Accreted loan total at maturity | 57 | |||
Value of common stock pledged as collateral. | $ 44 | |||
variable prepaid forward | Forward Contracts | Asset Pledged as Collateral | ||||
Debt Financing | ||||
Investment Owned, Balance, Shares | 2.4 |
Debt - TripCo Exchangeable Seni
Debt - TripCo Exchangeable Senior Debentures due 2051 (Details) - Exchangeable Senior Debentures due 2051 $ / shares in Units, shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares shares | Apr. 05, 2021 USD ($) | Mar. 25, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 30,000,000 | $ 300,000,000 | |
Debt Instrument, convertible, conversion ratio | 14.3299 | ||
Conversion to common Stock | $ 1,000 | ||
Debt instrument, convertible, principal amount | shares | 4.7 | ||
Debt Instrument, convertible, conversion price | $ / shares | $ 69.78 | ||
Debt Instrument, redemption price, percentage | 100% |
Debt - TripAdvisor Credit Facil
Debt - TripAdvisor Credit Facilities (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 17, 2020 | Jun. 30, 2015 | |
Debt Financing | ||||||
Interest expense | $ 65 | $ 60 | $ 41 | |||
Deferred financing costs | 8 | 11 | ||||
TripAdvisor | Tripadvisor Credit Facility | ||||||
Debt Financing | ||||||
Maximum borrowing capacity | $ 500 | |||||
Maximum borrowings allowed excluding leverage ratio covenant | 200 | |||||
Minimum liquidity required | 150 | |||||
Borrowings outstanding on line of credit | 0 | 0 | ||||
Borrowing on line of credit | $ 700 | |||||
Interest expense | 1 | 3 | 10 | |||
Amortization of Debt Issuance Costs | $ 2 | |||||
Deferred financing costs | $ 2 | 4 | $ 7 | |||
TripAdvisor | Tripadvisor Credit Facility | Minimum | ||||||
Debt Financing | ||||||
Commitment fee | 0.15% | |||||
TripAdvisor | Tripadvisor Credit Facility | Maximum | ||||||
Debt Financing | ||||||
Commitment fee | 0.30% | |||||
TripAdvisor | Tripadvisor Credit Facility | LIBOR | ||||||
Debt Financing | ||||||
Variable rate basis | LIBO rate | |||||
Floor rate (as a percent) | 1% | |||||
TripAdvisor | Tripadvisor Credit Facility | LIBOR | Minimum | ||||||
Debt Financing | ||||||
Margin | 1.25% | |||||
TripAdvisor | Tripadvisor Credit Facility | LIBOR | Maximum | ||||||
Debt Financing | ||||||
Margin | 2% | |||||
TripAdvisor | Tripadvisor Credit Facility | ABR | Minimum | ||||||
Debt Financing | ||||||
Margin | 0.25% | |||||
TripAdvisor | Tripadvisor Credit Facility | ABR | Maximum | ||||||
Debt Financing | ||||||
Margin | 1% | |||||
TripAdvisor | Tripadvisor Credit Facility | New York Fed Bank Rate | ||||||
Debt Financing | ||||||
Variable rate basis | New York Fed Bank Rate | |||||
Margin | 0.50% | |||||
TripAdvisor | Tripadvisor Credit Facility | Adjusted LIBOR | ||||||
Debt Financing | ||||||
Variable rate basis | Adjusted LIBO Rate | |||||
Margin | 1% | |||||
TripAdvisor | Letter of Credit | ||||||
Debt Financing | ||||||
Maximum borrowing capacity | 15 | |||||
Outstanding letters of credit | $ 4 | $ 3 | ||||
TripAdvisor | Same-day notice borrowings | ||||||
Debt Financing | ||||||
Maximum borrowing capacity | $ 40 |
Debt - TripAdvisor Senior Notes
Debt - TripAdvisor Senior Notes (Details) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 25, 2021 USD ($) | Jul. 31, 2020 USD ($) | Jul. 09, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||
Borrowings of debt | $ 9,000,000 | $ 675,000,000 | $ 1,240,000,000 | |||
Interest expense | 65,000,000 | 60,000,000 | 41,000,000 | |||
Long-term debt fair value | $ 237,000,000 | 268,000,000 | ||||
TripAdvisor | Tripadvisor Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 500,000,000 | $ 500,000,000 | ||||
Interest rate | 7% | |||||
Aggregate redemption price in the event of a Change of Control Triggering Event | 101% | |||||
Unpaid interest expense | $ 16,000,000 | 16,000,000 | ||||
TripAdvisor | Tripadvisor Senior Notes due 2025 | Accrued Liabilities and Other Current Liabilities | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | 35,000,000 | $ 35,000,000 | $ 17,000,000 | |||
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 300,000,000 | |||||
Interest rate | 0.25% | |||||
Conversion to common Stock | $ 1,000 | |||||
Debt Instrument, convertible, threshold trading days | item | 20 | |||||
Debt Instrument, convertible, threshold consecutive trading days | item | 30 | |||||
Debt Instrument, convertible, threshold percentage of stock price trigger | 130% | |||||
Debt Instrument, convertible, conversion ratio | 13.5483 | |||||
Debt Instrument, convertible, conversion price | $ / shares | $ 73.81 | |||||
Debt Instrument, convertible, number of equity instruments | 4,700,000 | |||||
Borrowings of debt | $ 340,000,000 | |||||
Payments of debt issuance costs | $ 5,000,000 | |||||
Interest rate | 0.47% | 0.53% | ||||
Recorded interest expense | $ 1,000,000 | $ 1,000,000 | ||||
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | Quarterly Period | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, convertible, threshold trading days | item | 20 | |||||
Debt Instrument, convertible, threshold consecutive trading days | item | 30 | |||||
Debt Instrument, convertible, threshold percentage of stock price trigger | 130% | |||||
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | Measurement Period | ||||||
Debt Instrument [Line Items] | ||||||
Conversion to common Stock | $ 1,000 | |||||
Debt Instrument, convertible, threshold percentage of stock price trigger | 98% | |||||
Debt Instrument, Convertible, threshold consecutive trading day period | 5 days | |||||
Debt instrument, convertible, consecutive business days immediately following threshold consecutive trading days | 5 days | |||||
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | Convertible Senior Notes Over Allotment Option | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 45,000,000 |
Debt - Capped Call Transactions
Debt - Capped Call Transactions (Details) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares $ / item shares | Dec. 31, 2021 USD ($) | Mar. 22, 2021 $ / shares | |
Debt Instrument [Line Items] | |||
Deferred tax asset | $ 170 | $ 148 | |
TripAdvisor | Capped Call Transactions | |||
Debt Instrument [Line Items] | |||
Capped call transaction cost | $ 35 | ||
Debt instrument, convertible, principal amount | shares | 4.7 | ||
Strike price per share | $ / shares | $ 73.81 | ||
Cap price for convertible debt instrument | $ / item | 107.36 | ||
Debt instrument, convertible, capped call transactions, percentage of common stock sale price | 100% | ||
Share Price | $ / shares | $ 53.68 | ||
Deferred tax asset | $ 9 |
Debt - Fair Value (Details)
Debt - Fair Value (Details) - TripAdvisor - Level 2 - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Tripadvisor Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Fair value | $ 498 | $ 531 |
Tripadvisor Convertible Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Fair value | $ 281 | $ 305 |
Leases - Operating and Finance
Leases - Operating and Finance Leases (Details) - TripAdvisor | 1 Months Ended | 12 Months Ended |
Jun. 30, 2013 ft² item | Dec. 31, 2022 | |
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 | |
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 | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating lease cost (1) | $ 19 | $ 21 | $ 28 |
Amortization of right-of-use assets (2) | 10 | 10 | 10 |
Interest on lease liabilities (3) | 3 | 4 | 4 |
Total finance lease cost | 13 | 14 | 14 |
Sublease income (1) | (9) | (5) | (3) |
Total lease cost, net | $ 23 | $ 30 | $ 39 |
Leases - Balance Sheet Informat
Leases - Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease right-of-use assets (1) | $ 27 | $ 42 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Current operating lease liabilities (2) | $ 14 | $ 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) | $ 15 | $ 29 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total operating lease liabilities | $ 29 | $ 49 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent, Accrued Liabilities And Other Liabilities Current | Other Liabilities, Noncurrent, Accrued Liabilities And Other Liabilities Current |
Finance lease right-of-use assets (4) | $ 76 | $ 86 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Gross | Property, Plant and Equipment, Gross |
Current finance lease liability (2) | $ 6 | $ 6 |
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) | $ 58 | $ 65 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total finance lease liabilities | $ 64 | $ 71 |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent, Accrued Liabilities And Other Liabilities Current | Other Liabilities, Noncurrent, Accrued Liabilities And Other Liabilities Current |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash outflows from operating leases | $ 22 | $ 25 | $ 26 |
Operating cash outflows from finance lease | 3 | 3 | 4 |
Financing cash outflows from finance lease | 6 | 6 | 6 |
Right-of-use assets obtained in exchange for lease liabilities: | |||
Operating leases | $ 2 | $ 6 | $ 4 |
Weighted-average remaining lease term | |||
Operating leases weighted average remaining lease term (in years) | 2 years 6 months | 3 years | |
Finance lease weighted average remaining lease term (in years) | 8 years | 9 years | |
Weighted-average discount rate | |||
Operating leases weighted average discount rate | 3.70% | 3.70% | |
Finance lease weighted average discount rate | 4.50% | 4.50% |
Leases - Maturities (Details)
Leases - Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 15 | |
2024 | 9 | |
2025 | 3 | |
2026 | 2 | |
2027 | 1 | |
Total future lease payments | 30 | |
Less: imputed interest | (1) | |
Total operating lease liabilities | 29 | $ 49 |
Finance Lease | ||
2023 | 9 | |
2024 | 9 | |
2025 | 10 | |
2026 | 10 | |
2027 | 10 | |
Thereafter | 28 | |
Total future lease payments | 76 | |
Less: imputed interest | (12) | |
Total finance lease liabilities | $ 64 | $ 71 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ (38) | $ (6) | $ 73 |
State and local | (3) | 2 | 3 |
Foreign | (26) | (2) | 3 |
Total current income tax expense | (67) | (6) | 79 |
Deferred: | |||
Federal | 20 | 23 | 37 |
State and local | (1) | 7 | 28 |
Foreign | 1 | 19 | 8 |
Total deferred income tax expense | 20 | 49 | 73 |
Income tax (expense) benefit | (47) | 43 | 152 |
Income before income taxes | |||
Domestic | 63 | 75 | (855) |
Foreign | 30 | (80) | (159) |
Earnings (loss) before income taxes | 93 | (5) | (1,014) |
Differences between provision for income taxes and income tax expense computed by applying federal rates | |||
Computed expected tax benefits (expense) | (20) | 1 | 213 |
State and local taxes, net of federal income taxes | (6) | 4 | 26 |
Foreign taxes, net of foreign tax credits | 3 | 7 | 3 |
Basis difference in consolidated subsidiary | 14 | (1) | |
Change in valuation allowance | (3) | (18) | (40) |
Change in unrecognized tax benefits | (17) | (6) | (4) |
Preferred Stock Derivative | 9 | 41 | |
Stock-based compensation | (12) | 2 | (14) |
Impairment of nondeductible goodwill | (65) | ||
Rate differential on U.S. net operating loss carryback | 23 | ||
Other | (1) | (2) | 11 |
Income tax (expense) benefit | $ (47) | $ 43 | $ 152 |
US federal income tax rate | 21% | 21% | 21% |
Income taxes receivable | $ 1 | $ 48 | |
Deferred tax assets: | |||
Tax loss and credit carryforwards | 179 | 218 | |
Stock-based compensation | 36 | 39 | |
Lease financing obligation | 18 | 20 | |
Capitalized research expense | 39 | ||
Other | 21 | 17 | |
Total deferred tax assets | 293 | 294 | |
Less: valuation allowance | (123) | (146) | |
Net deferred tax assets | 170 | 148 | |
Deferred tax liabilities: | |||
Debt | (31) | (19) | |
Intangible assets | (218) | (221) | |
Investments | (3) | ||
Other | (10) | (25) | |
Total deferred tax liabilities | (262) | (265) | |
Net deferred tax liability | (92) | (117) | |
Noncurrent deferred tax liability | (120) | (144) | |
Net deferred tax liability | 92 | 117 | |
Valuation allowance decrease related to impact of foreign exchange rates | (23) | ||
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 | ||
Proceeds from income tax refunds | 64 | ||
Income taxes receivable | 12 | ||
Income tax receivable noncurrent | 25 | ||
Government Grants And Other Assistance Benefits Recognized | 12 | 9 | $ 12 |
Deferred tax assets: | |||
Tax loss and credit carryforwards | $ 143 | ||
Deferred tax liabilities: | |||
Undistributed foreign earnings no longer considered indefinitely reinvested | $ 445 |
Income Taxes (Details)_2
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | |
Operating loss carryforwards | ||||
Tax loss and credit carryforwards | $ 179 | $ 218 | ||
Operating loss carryforwards not expected to be utilized | 123 | |||
Unrecognized tax benefits | ||||
Balance at beginning of year | 144 | 144 | $ 140 | |
Additions based on tax positions related to the current year | 5 | 5 | 3 | |
Additions for tax positions of prior years | 29 | 1 | 1 | |
Reductions for tax positions of prior years | (1) | |||
Settlements with tax authorities | (6) | |||
Reductions for lapse of statute of limitations | (20) | |||
Balance at end of year | 157 | 144 | 144 | |
Unrecognized tax benefit that would impact effective rate | 74 | 72 | $ 74 | |
Accrued interest and penalties related to uncertain tax positions | 47 | $ 39 | ||
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 | 143 | |||
NOL carryforwards subject to expiration | 10 | |||
NOL carryforwards not subject to expiration | 133 | |||
TripAdvisor | IRS | Open Tax Years | Minimum | ||||
Unrecognized tax benefits | ||||
Estimated income tax increase | 85 | |||
TripAdvisor | IRS | Open Tax Years | Maximum | ||||
Unrecognized tax benefits | ||||
Estimated income tax increase | 95 | |||
TripAdvisor | IRS | 2009 Through 2011 pre Spin-Off Tax Years | Minimum | ||||
Unrecognized tax benefits | ||||
Estimated income tax increase | 25 | |||
TripAdvisor | IRS | 2009 Through 2011 pre Spin-Off Tax Years | Maximum | ||||
Unrecognized tax benefits | ||||
Estimated income tax increase | 35 | |||
TripAdvisor | HMRC | Minimum | ||||
Unrecognized tax benefits | ||||
Estimated income tax increase | $ 25 | |||
TripAdvisor | HMRC | Maximum | ||||
Unrecognized tax benefits | ||||
Estimated income tax increase | $ 35 | |||
TripCo | ||||
Operating loss carryforwards | ||||
Tax loss and credit carryforwards | 36 | |||
NOL carryforwards subject to expiration | 17 | |||
NOL carryforwards not subject to expiration | $ 19 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) | 12 Months Ended | ||||
Apr. 06, 2021 USD ($) shares | Mar. 29, 2021 USD ($) shares | Mar. 26, 2020 $ / shares shares | Dec. 31, 2022 USD ($) item shares | Dec. 31, 2021 shares | |
Redeemable preferred stock, shares issued | shares | 325,000 | ||||
Shares issued price per share | $ / shares | $ 1,000 | ||||
Call right, reference stock V W A P | item | 2 | ||||
Threshold percentage of redeemable preferred shares | 49% | ||||
Maximum number of holders of redeemable preferred stock | item | 6 | ||||
Redemption price per share | $ / shares | $ 1,000 | ||||
Dividend rate percentage | 8% | ||||
Series A Preferred Stock | |||||
Redeemable preferred stock, shares issued | shares | 187,414 | 187,414 | |||
Redeemable preferred stock shares repurchased | shares | 10,665 | 126,921 | 137,586 | ||
Proceeds from issuance of debt | $ 281,000,000 | ||||
Redeemable preferred stock, net proceeds of debentures | $ 29,000,000 | $ 252,000,000 | |||
Common stock used for repurchase | $ 92,000,000 | ||||
Shares issued during period, shares | shares | 1,713,859 | ||||
Repurchase price, multiplier | $ 1,000 | ||||
Percentage of redeemable preferred stock repurchased during the period. | 42% | ||||
Payments for repurchase of Redeemable preferred stock | $ 373,000,000 | ||||
Redeemable preferred stock, shares authorized | shares | 187,414 | 187,414 | |||
Redeemable preferred stock, shares outstanding | shares | 187,414 | 187,414 | |||
Series A Preferred Stock | Level 2 | |||||
Debt host fair value | $ 196,000,000 | ||||
Series A Preferred Stock | Retained Earnings (Deficit) | |||||
Preferred stock change in carrying value | $ 410,000,000 | ||||
Preferred stock fair value adjustment | $ 40,000,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 12 Months Ended |
Dec. 31, 2022 Vote | |
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) - TripAdvisor - 2018 Stock Repurchase Program - USD ($) $ in Millions | 12 Months Ended | 24 Months Ended |
Dec. 31, 2020 | Dec. 31, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||
Treasury shares acquired | 4,707,450 | 0 |
Payment for shares repurchased | $ 115 | |
Stock repurchase remaining amount authorized | $ 75 |
Stock-Based Compensation - Trip
Stock-Based Compensation - TripCo Grants (Details) - 2019 Plan | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 item | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | |
Stock-Based Compensation | ||||
Maximum number of shares | 5,000,000 | |||
Fair value assumptions | ||||
Volatility rate, minimum (as a percent) | 74% | 74% | ||
Volatility rate, maximum (as a percent) | 86.80% | 86.80% | ||
Dividend rate | 0% | 0% | 0% | |
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 | ||
Maximum | ||||
Stock-Based Compensation | ||||
Vesting period | 5 years | |||
Term of awards | 10 years | |||
Fair value assumptions | ||||
Expected term | 5 years | 5 years | ||
Stock Options | ||||
Stock-Based Compensation | ||||
Granted | 0 | |||
Exercised | 0 | 0 | 0 | |
Series A | Stock Options | ||||
Stock-Based Compensation | ||||
Cancelled or expired | (27,000) | |||
Series A | Stock Options | Employee | ||||
Stock-Based Compensation | ||||
Granted | 47,000 | 499,000 | ||
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 3.25 | $ 2.58 | ||
Series A | Stock Options | Employee | Minimum | ||||
Stock-Based Compensation | ||||
Vesting period | 2 years | 2 years | ||
Series A | Stock Options | Employee | Maximum | ||||
Stock-Based Compensation | ||||
Vesting period | 4 years | 4 years | ||
Series A | Stock Options | Nonemployee | ||||
Stock-Based Compensation | ||||
Vesting period | 1 year | 1 year | ||
Granted | 26,000 | 148,000 | ||
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 2.90 | $ 2.76 | ||
Series A | Performance Based RSU's | Employee | ||||
Stock-Based Compensation | ||||
Vesting period | 1 year | |||
RSUs granted | 177,000 | 72,000 | 96,000 | |
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 1.94 | $ 6.73 | $ 1.38 | |
Series A | Time Based RSU's | Employee | ||||
Stock-Based Compensation | ||||
Percentage Vesting | 50% | |||
RSUs granted | 8,000 | |||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 6.73 | |||
Series A | Time Based RSU's | Nonemployee | ||||
Stock-Based Compensation | ||||
Vesting period | 1 year | |||
RSUs granted | 293,000 | 154,000 | 196,000 | |
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 0.70 | $ 2.53 | $ 3.92 | |
Series B | Stock Options | ||||
Stock-Based Compensation | ||||
Cancelled or expired | 0 | |||
Exercised | 0 | |||
Series B | Stock Options | CEO | ||||
Stock-Based Compensation | ||||
Granted | 573,000 | |||
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 2.41 | |||
Series B | Performance Based RSU's | CEO | ||||
Stock-Based Compensation | ||||
Vesting period | 1 year | |||
RSUs granted | 367,000 | 154,000 | 242,000 | |
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 2.04 | $ 7.07 | $ 3.08 | |
Series B | Time Based RSU's | Tranche One | CEO | ||||
Stock-Based Compensation | ||||
RSUs granted | 30,000 | |||
Percentage of base salary | 50% | |||
Number of quarters | item | 3 | |||
Percentage of base salary to be waived | 50% | |||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 4.76 | |||
Series B | Time Based RSU's | Tranche Two | CEO | ||||
Stock-Based Compensation | ||||
RSUs granted | 1,000,000 | |||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ / shares | $ 4.53 |
Stock-Based Compensation - Tr_2
Stock-Based Compensation - TripCo Outstanding Awards (Details) - 2019 Plan - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Granted | 0 | ||
Exercised | 0 | 0 | 0 |
Additional disclosures | |||
Unvested value not yet recognized | $ 3,500 | ||
Weighted average period the unrecognized compensation cost will be recognized | 1 year | ||
Stock Options | Series A | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning balance | 1,129,000 | ||
Forfeited/Cancelled | (27,000) | ||
Outstanding ending balance | 1,102,000 | 1,129,000 | |
Options exercisable | 717,000 | ||
WAEP | |||
Weighted average exercise price, options outstanding (in dollars per share) | $ 7.20 | ||
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | 28.62 | ||
Weighted average exercise price, options outstanding (in dollars per share) | 6.65 | $ 7.20 | |
Weighted average exercise price, options exercisable (in dollars per share) | $ 7.84 | ||
Weighted average remaining contractual term outstanding | 4 years 2 months 12 days | ||
Weighted average remaining contractual term exercisable | 3 years 9 months 18 days | ||
Stock Options | Series B | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Exercised | 0 | ||
Forfeited/Cancelled | 0 | ||
Outstanding ending balance | 2,400,000 | ||
Stock Options | Series B | CEO | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Granted | 573,000 | ||
Stock Options | Series A and B | |||
Additional disclosures | |||
Amount of share reserve | 3,500,000 | ||
Restricted Stock and Restricted Stock Units | |||
Additional disclosures | |||
Aggregate fair value | $ 537 | $ 2,800 | $ 554 |
Restricted Stock and Restricted Stock Units | Series A and B | |||
Additional disclosures | |||
Unvested RSUs and MSUs (in shares) | 2,200,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 3.80 |
Stock-Based Compensation - Tr_3
Stock-Based Compensation - TripAdvisor Awards (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Jun. 08, 2021 | May 27, 2020 | May 26, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 21, 2018 | |
Stock-Based Compensation | |||||||
Stock-based compensation | $ 93 | $ 125 | $ 112 | ||||
TripAdvisor | |||||||
Stock-Based Compensation | |||||||
Stock-based compensation | $ 88 | ||||||
TripAdvisor | Restricted Stock Units (RSUs) | |||||||
Stock-Based Compensation | |||||||
Stock-based compensation | $ 17 | ||||||
Additional disclosures | |||||||
Vesting period | 2 years | 4 years | |||||
TripAdvisor | 2018 Plan | |||||||
Stock-Based Compensation | |||||||
Number of shares available for grant | 11,000,000 | 6,000,000 | |||||
Number of additional shares available for grant | 10,000,000 | ||||||
TripAdvisor | 2018 Plan | RSUs and MSUs | |||||||
Additional disclosures | |||||||
Weighted average period the unrecognized compensation cost will be recognized | 2 years 9 months 18 days | ||||||
RSUs and MSUs granted (in shares) | 8,000,000 | ||||||
RSUs and MSUs vested (in shares) | 3,000,000 | ||||||
RSUs and MSUs cancelled | 1,000,000 | ||||||
Weighted average grant date fair value, RSUs and MSUs granted (in dollars per share) | $ 24.23 | ||||||
Weighted average grant date fair value, RSUs and MSUs vested (in dollars per share) | 35.60 | ||||||
Weighted average grant date fair value, RSUs and MSUs cancelled (in dollars per share) | $ 32.52 | ||||||
Unvested RSUs and MSUs (in shares) | 9,000,000 | ||||||
Unrecognized compensation cost, unvested RSUs and MSUs | $ 197 | ||||||
TripAdvisor | 2011 and 2018 Plans | |||||||
Stock-Based Compensation | |||||||
Volatility rate (as a percent) | 51.60% | 49.60% | 43.40% | ||||
Expected term | 5 years 4 months 24 days | 5 years 6 months | 5 years 3 months 18 days | ||||
TripAdvisor | 2011 and 2018 Plans | Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||
Outstanding beginning balance | 5,671,000 | ||||||
Granted | 841,000 | ||||||
Exercised | (13,000) | ||||||
Cancelled or expired | (1,037,000) | ||||||
Outstanding ending balance | 5,462,000 | 5,671,000 | |||||
Options exercisable | 3,931,000 | ||||||
Vested and expected to vest | 5,316,000 | ||||||
WAEP | |||||||
Weighted average exercise price, options outstanding (in dollars per share) | $ 47.03 | ||||||
Weighted average exercise price, options granted (in dollars per share) | 20 | ||||||
Weighted average exercise price, options exercised (in dollars per share) | 24.94 | ||||||
Weighted average exercise price, options cancelled or expired (in dollars per share) | 44.06 | ||||||
Weighted average exercise price, options outstanding (in dollars per share) | 43.48 | $ 47.03 | |||||
Weighted average exercise price, options exercisable (in dollars per share) | 49.19 | ||||||
Weighted average exercise price, vested and expected to vest (in dollars per share) | $ 43.93 | ||||||
Weighted average remaining contractual term outstanding | 5 years 1 month 6 days | ||||||
Weighted average remaining contractual term exercisable | 3 years 7 months 6 days | ||||||
Weighted average remaining contractual life vested and expected to vest | 5 years | ||||||
Additional disclosures | |||||||
Weighted average grant date fair value, options (in dollars per share) | $ 9.93 | ||||||
Term of awards | 10 years | ||||||
Vesting period | 4 years | ||||||
Unrecognized compensation cost, unvested options (in dollars) | $ 14 | ||||||
Weighted average period the unrecognized compensation cost will be recognized | 2 years 9 months 18 days |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | |||
Contributions to plans | $ 11 | $ 10 | $ 11 |
Segment Information - Performan
Segment Information - Performance Measures and Other Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segments | |||
Revenue | $ 1,492 | $ 902 | $ 604 |
Adjusted OIBDA | 287 | 90 | (61) |
Long-lived assets | 103 | 118 | |
United States | |||
Segments | |||
Revenue | 905 | 526 | 302 |
Long-lived assets | 94 | 108 | |
United Kingdom | |||
Segments | |||
Revenue | 402 | 259 | 169 |
Other Countries | |||
Segments | |||
Revenue | 185 | 117 | 133 |
Long-lived assets | 9 | 10 | |
Operating Segments | Tripadvisor Core | |||
Segments | |||
Revenue | 966 | 665 | 483 |
Adjusted OIBDA | 345 | 177 | 64 |
Operating Segments | Viator | |||
Segments | |||
Revenue | 493 | 184 | 55 |
Adjusted OIBDA | (11) | (31) | (72) |
Operating Segments | TheFork | |||
Segments | |||
Revenue | 126 | 85 | 86 |
Adjusted OIBDA | (39) | (46) | (43) |
Intersegment eliminations | |||
Segments | |||
Revenue | (93) | (32) | (20) |
Corporate and Eliminations | |||
Segments | |||
Revenue | (93) | (32) | (20) |
Adjusted OIBDA | $ (8) | $ (10) | $ (10) |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information | ||||
Adjusted OIBDA | $ 287 | $ 90 | $ (61) | |
Stock-based compensation | (93) | (125) | (112) | |
Depreciation and amortization | (97) | (150) | (168) | |
Legal settlement expense | (1) | |||
Impairment of goodwill and intangible assets | (550) | |||
Restructuring and related reorganization costs | (41) | |||
Non-recurring expenses | (8) | |||
Operating income (loss) | 88 | (185) | (932) | |
Interest expense | (65) | (60) | (41) | |
Dividend and interest income | 16 | 1 | 3 | |
Realized and unrealized gains (losses), net | 62 | 251 | (19) | |
Other, net | (8) | (12) | (25) | |
Earnings (loss) before income taxes | $ 93 | $ (5) | $ (1,014) | |
Loss related to external fraud | $ 8 |