Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36603 | |
Entity Registrant Name | LIBERTY TRIPADVISOR HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-3337365 | |
Entity Address, Address Line One | 12300 Liberty Boulevard | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 720 | |
Local Phone Number | 875-5200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | |
Entity Common Stock, Shares Outstanding | 72,821,919 | |
Series B | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B common stock | |
Trading Symbol | LTRPB | |
Entity Common Stock, Shares Outstanding | 3,737,475 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,150 | $ 1,053 |
Accounts receivable and contract assets, net of allowance for credit losses of $24 million and $28 million, respectively | 234 | 205 |
Other current assets | 43 | 45 |
Total current assets | 1,427 | 1,303 |
Property and equipment, net | 93 | 103 |
Intangible assets not subject to amortization: | ||
Goodwill (note 5) | 1,375 | 2,200 |
Trademarks (note 5) | 520 | 726 |
Intangible assets not subject to amortization | 1,895 | 2,926 |
Intangible assets subject to amortization, net | 115 | 112 |
Other assets, at cost, net of accumulated amortization | 136 | 194 |
Total assets | 3,666 | 4,638 |
Current liabilities: | ||
Deferred merchant and other payables | 399 | 242 |
Deferred revenue | 64 | 44 |
Accrued liabilities and other current liabilities | 259 | 248 |
Total current liabilities | 722 | 534 |
Long-term debt, including $271 million and $237 million measured at fair value as of September 30, 2023 and December 31, 2022, respectively (note 6) | 1,162 | 1,125 |
Deferred income tax liabilities | 58 | 120 |
Financial instrument liabilities (note 4) | 9 | 30 |
Series A Preferred Stock liability (note 7) | 244 | 230 |
Other liabilities | 255 | 337 |
Total liabilities | 2,450 | 2,376 |
Equity: | ||
Additional paid-in capital | 310 | 287 |
Accumulated other comprehensive earnings (loss), net of taxes | 9 | |
Retained earnings (deficit) | (694) | (439) |
Total stockholders' equity | (383) | (142) |
Noncontrolling interests in equity of subsidiaries | 1,599 | 2,404 |
Total equity | 1,216 | 2,262 |
Commitments and contingencies (note 9) | ||
Total liabilities and equity | 3,666 | 4,638 |
Series A | ||
Equity: | ||
Common stock value | 1 | 1 |
Series B | ||
Equity: | ||
Common stock value | ||
Series C | ||
Equity: | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivables and contract assets, allowance for credit losses | $ 24 | $ 28 |
Long-term debt fair value | $ 271 | $ 237 |
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 | 72,821,919 | 72,641,163 |
Common stock, shares outstanding | 72,821,919 | 72,641,163 |
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 | 3,737,475 | 3,370,368 |
Common stock, shares outstanding | 3,737,475 | 3,370,368 |
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 (unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Operations (unaudited) | ||||
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Total revenue, net | $ 533 | $ 459 | $ 1,398 | $ 1,138 |
Operating costs and expenses: | ||||
Operating expense, including stock-based compensation (note 2) | 109 | 87 | 318 | 247 |
Selling, general and administrative, including stock-based compensation (note 2) | 324 | 283 | 915 | 714 |
Depreciation and amortization | 21 | 23 | 63 | 73 |
Impairment of goodwill and intangible assets (note 5) | 1,025 | 1,025 | ||
Restructuring and other related reorganization costs (note 9) | 18 | 18 | ||
Total operating costs and expenses | 1,497 | 393 | 2,339 | 1,034 |
Operating income (loss) | (964) | 66 | (941) | 104 |
Other income (expense): | ||||
Interest expense | (17) | (16) | (50) | (49) |
Dividend and interest income | 13 | 5 | 36 | 7 |
Realized and unrealized gains (losses) on financial instruments, net | (8) | (24) | (1) | 35 |
Other, net | (2) | (4) | (4) | (9) |
Total other income (expense) | (14) | (39) | (19) | (16) |
Earnings (loss) before income taxes | (978) | 27 | (960) | 88 |
Income tax (expense) benefit | 14 | (38) | (63) | (61) |
Net earnings (loss) | (964) | (11) | (1,023) | 27 |
Less net earnings (loss) attributable to noncontrolling interests | (730) | 19 | (768) | 17 |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (234) | $ (30) | $ (255) | $ 10 |
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ (3.04) | $ (0.39) | $ (3.36) | $ 0.13 |
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ (3.04) | $ (0.39) | $ (3.36) | $ 0.13 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited) | ||||
Net earnings (loss) | $ (964) | $ (11) | $ (1,023) | $ 27 |
Other comprehensive earnings (loss), net of taxes: | ||||
Foreign currency translation adjustments | (13) | (26) | (8) | (59) |
Credit risk on fair value debt instruments gains (loss) | (1) | (11) | (8) | 30 |
Other comprehensive earnings (loss) | (14) | (37) | (16) | (29) |
Comprehensive earnings (loss) | (978) | (48) | (1,039) | (2) |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | (741) | (2) | (775) | (30) |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ (237) | $ (46) | $ (264) | $ 28 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | |||
Net earnings (loss) | $ (964) | $ (1,023) | $ 27 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | |||
Depreciation and amortization | 21 | 63 | 73 |
Impairment of goodwill and intangible assets | 1,025 | 1,025 | |
Stock-based compensation | 74 | 68 | |
Realized and unrealized (gains) losses on financial instruments, net | 8 | 1 | (35) |
Deferred income tax expense (benefit) | (61) | 8 | |
Other charges (credits), net | 21 | 28 | |
Changes in operating assets and liabilities | |||
Current and other assets | (16) | (13) | |
Payables and other liabilities | 164 | 277 | |
Net cash provided (used) by operating activities | 248 | 433 | |
Cash flows from investing activities: | |||
Capital expended for property and equipment, including capitalized website development | (47) | (41) | |
Other investing activities, net | 4 | ||
Net cash provided (used) by investing activities | (47) | (37) | |
Cash flows from financing activities: | |||
Borrowings of debt | 9 | ||
Payment of withholding taxes on net share settlements of equity awards | (14) | (18) | |
Shares repurchased by subsidiary | (75) | ||
Other financing activities, net | (8) | (9) | |
Net cash provided (used) by financing activities | (97) | (18) | |
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (7) | (37) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 97 | 341 | |
Cash, cash equivalents and restricted cash at beginning of period | 1,053 | 760 | |
Cash, cash equivalents and restricted cash at end of period | $ 1,150 | $ 1,150 | $ 1,101 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (unaudited) - 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, 2021 | $ 1 | $ 288 | $ (21) | $ (469) | $ 2,328 | $ 2,127 |
Net earnings (loss) | 10 | 17 | 27 | |||
Other comprehensive earnings (loss) | 18 | (47) | (29) | |||
Stock-based compensation | 18 | 57 | 75 | |||
Withholding taxes on net share settlements of stock-based compensation | (18) | (18) | ||||
Shares issued by subsidiary | (5) | 5 | ||||
Balance at end of the period at Sep. 30, 2022 | 1 | 283 | (3) | (459) | 2,360 | 2,182 |
Balance at beginning of the period at Jun. 30, 2022 | 1 | 288 | 13 | (429) | 2,341 | 2,214 |
Net earnings (loss) | (30) | 19 | (11) | |||
Other comprehensive earnings (loss) | (16) | (21) | (37) | |||
Stock-based compensation | 6 | 19 | 25 | |||
Withholding taxes on net share settlements of stock-based compensation | (9) | (9) | ||||
Shares issued by subsidiary | (2) | 2 | ||||
Balance at end of the period at Sep. 30, 2022 | 1 | 283 | (3) | (459) | 2,360 | 2,182 |
Balance at beginning of the period at Dec. 31, 2022 | 1 | 287 | 9 | (439) | 2,404 | 2,262 |
Net earnings (loss) | (255) | (768) | (1,023) | |||
Other comprehensive earnings (loss) | (9) | (7) | (16) | |||
Stock-based compensation | 19 | 63 | 82 | |||
Withholding taxes on net share settlements of stock-based compensation | (14) | (14) | ||||
Shares issued by subsidiary | (6) | 6 | ||||
Shares repurchased by subsidiary | 24 | (99) | (75) | |||
Balance at end of the period at Sep. 30, 2023 | 1 | 310 | (694) | 1,599 | 1,216 | |
Balance at beginning of the period at Jun. 30, 2023 | 1 | 307 | 3 | (460) | 2,317 | 2,168 |
Net earnings (loss) | (234) | (730) | (964) | |||
Other comprehensive earnings (loss) | $ (3) | (11) | (14) | |||
Stock-based compensation | 7 | 21 | 28 | |||
Withholding taxes on net share settlements of stock-based compensation | (2) | (2) | ||||
Shares issued by subsidiary | (2) | 2 | ||||
Balance at end of the period at Sep. 30, 2023 | $ 1 | $ 310 | $ (694) | $ 1,599 | $ 1,216 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation | |
Basis of Presentation | (1) Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Liberty TripAdvisor Holdings, Inc. and its controlled subsidiaries (collectively, "TripCo," "Consolidated TripCo," the "Company," "we," "us," or “our,” unless the context otherwise requires). TripCo does not have any operations outside of its controlling interest in its subsidiary Tripadvisor, Inc. (“Tripadvisor”). The accompanying (a) condensed consolidated balance sheet as of December 31, 2022, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2022 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) recognition and recoverability of goodwill, intangible and long-lived assets and (ii) accounting for income taxes to be its most significant estimates. Tripadvisor and the Company were negatively impacted by the risks and uncertainties related to the COVID-19 pandemic. Tripadvisor believes the travel, leisure, hospitality, and restaurant industries, and Tripadvisor’s financial results, would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and mandates, any of which would likely negatively impact consumer demand, sentiment and discretionary spending patterns. Additionally, other natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East, acts of terrorism, fluctuations in currency values, and changes in global economic conditions, are examples of other events that could have a negative impact on the travel industry, and, as a result, Tripadvisor’s financial results in the future. Consumer 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 In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative Other factors may also impact typical seasonal fluctuations, such as further significant shifts in Tripadvisor’s business mix, adverse economic conditions, or public health-related events, as well as other factors. 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. See further discussion about the Series A Preferred Stock in note 7. TripCo has entered into certain agreements, including the services agreement, the facilities sharing agreement and the tax sharing agreement, with Qurate Retail, Inc. (“Qurate Retail”) and/or Liberty Media Corporation (“Liberty Media”) (or certain of their subsidiaries). 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. 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. Pursuant to the services agreement, in connection with Liberty Media’s employment arrangement with Gregory B. Maffei, TripCo’s Chairman, President and Chief Executive Officer, components of Mr. Maffei’s compensation will either be paid directly to him by each of TripCo, Liberty Broadband Corporation, Atlanta Braves Holdings, Inc. and Qurate Retail (collectively, the “Service Companies”) or reimbursed to Liberty Media, in each case, based on allocations among Liberty Media and the Service Companies set forth in the amended services agreement, currently set at 5% for the Company but subject to adjustment on an annual basis and upon the occurrence of certain events. Under the facilities sharing agreement, TripCo shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and TripCo and other agreements related to tax matters. Under these agreements, approximately $1 million was reimbursable to Liberty Media for both of the three months ended September 30, 2023 and 2022, respectively, and approximately $2 million was reimbursable to Liberty Media for both of the nine months ended September 30, 2023 and 2022, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | (2) Stock-Based Compensation TripCo Equity Awards 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. TripCo has calculated the GDFV for all of its equity classified options and any subsequent re-measurement of its liability classified options using the Black-Scholes-Merton model. TripCo estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of TripCo common stock. TripCo uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options. Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, the majority of which relates to Tripadvisor as discussed below: Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 amounts in millions Operating expense $ 10 9 31 28 Selling, general and administrative expense 15 14 43 40 $ 25 23 74 68 Stock-based compensation expense related to Tripadvisor was $24 million and $22 million for the three months ended September 30, 2023 and 2022, respectively, and $72 million and $65 million for the nine months ended September 30, 2023, and 2022, respectively. TripCo - Outstanding Awards The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase TripCo common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining contractual life and aggregate intrinsic value of the options. Weighted average remaining Aggregate contractual intrinsic Series A WAEP life value in thousands in years in millions Outstanding at January 1, 2023 1,102 $ 6.65 Granted — $ — Exercised — $ — Forfeited/Cancelled — $ — Outstanding at September 30, 2023 1,102 $ 6.65 3.4 $ — Exercisable at September 30, 2023 815 $ 7.45 3.2 $ — As of September 30, 2023, there were 600 thousand TripCo Series B common stock (“LTRPB”) options outstanding and exercisable exercises During the nine months ended September 30, 2023, pursuant to an agreement among TripCo, Liberty Media Corporation and our CEO, TripCo granted 175 thousand performance-based RSUs of LTRPB to our CEO and a cash award equal to $656,250 in satisfaction of the annual grant pursuant to which he was entitled under his employment agreement. The RSUs had a GDFV of $1.04 per share at the time they were granted. The RSUs and the cash award 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. As of September 30, 2023, the total unrecognized compensation cost related to unvested Awards was approximately $1.6 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 1.7 years. As of September 30, 2023, TripCo reserved 1.7 million shares of TripCo Series A common stock (“LTRPA”) and LTRPB for issuance under exercise privileges of outstanding stock options. Tripadvisor Equity Grant Awards The following table presents the number and WAEP of the Awards to purchase Tripadvisor common stock (“TRIP common stock”) granted to certain officers, employees and directors of Tripadvisor. Weighted average TRIP remaining Aggregate common stock contractual intrinsic options WAEP life value in thousands in years in millions Outstanding at January 1, 2023 5,462 $ 43.48 Granted 150 $ 20.51 Cancelled or expired (1) (1,622) $ 60.21 Outstanding at September 30, 2023 3,990 $ 35.81 5.4 $ — Exercisable at September 30, 2023 2,846 $ 40.01 4.1 $ — Vested and expected to vest after September 30, 2023 3,844 $ 36.14 5.3 $ — (1) Inclusive of 1.1 million stock options awarded in August 2013 to Tripadvisor’s former CEO, that expired during the third quarter of 2023. The expiration of these stock options had no impact on Tripadvisor’s stock compensation expense under GAAP during the third quarter of 2023. The weighted average GDFV of options granted was $10.32 per share for the nine months ended September 30, 2023. Additionally, during the nine months ended September 30, 2023, Tripadvisor granted approximately 7 million units, vested and released approximately 3 million units, and had cancellations of approximately 1 million units, which included primarily service-based RSUs, as well as a limited number of performance-based RSUs (“PSUs”) and market-based restricted stock units (“MSUs”) under the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan. The estimated GDFV per RSU and PSU was measured based on the quoted price of TRIP common stock at the date of the grant, with PSUs calculated upon the establishment of performance targets and amortized on a straight-line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. As the MSUs provide for vesting based upon Tripadvisor’s total shareholder return, or “TSR,” performance, the potential outcomes of future stock prices and TSR of Tripadvisor and the Nasdaq Composite Total Return Index, was used to calculate the GDFV of these awards. The weighted average GDFV for RSUs, PSUs and MSUs granted, vested and released, and cancelled during the nine months ended September 30, 2023 was $21.25 per share, $30.12 per share, and $25.33 per share, respectively. As of September 30, 2023, the total unrecognized compensation cost related to Tripadvisor stock-based awards, substantially RSUs, was approximately $255 million and will be recognized over a weighted average period of approximately 2.8 years. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share ("EPS") | 9 Months Ended |
Sep. 30, 2023 | |
Earnings (Loss) Per Common Share ("EPS") | |
Earnings (Loss) Per Common Share ("EPS") | (3) Earnings (Loss) Per Common Share (“EPS”) Basic EPS is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for the three and nine months ended September 30, 2023 are 1 million and 2 million, respectively, of potential common shares due to stock options because their inclusion would be antidilutive. Excluded from EPS for both of the three and nine months ended September 30, 2022 are 3 million of potential common shares due to stock options because their inclusion would be antidilutive. TripCo Common Stock Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 number of shares in millions Basic WASO 77 76 76 76 Potentially dilutive shares (1) 2 2 2 1 Diluted WASO 79 78 78 77 (1) 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 Measured
Assets and Liabilities Measured at Fair Value | 9 Months Ended |
Sep. 30, 2023 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (4) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any material recurring assets or liabilities measured at fair value that would be considered Level 3. The Company’s assets and liabilities measured at fair value are as follows: September 30, 2023 December 31, 2022 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 $ 411 411 — 232 32 200 Variable Prepaid Forward $ 15 — 15 12 — 12 TripCo Exchangeable Senior Debentures due 2051 $ 271 — 271 237 — 237 Financial instrument liabilities $ 9 — 9 30 — 30 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”) On August 10, 2022, TripSPV, a wholly owned subsidiary of the Company, amended its variable prepaid forward (“VPF”) with a financial institution with respect to 2.4 million shares of TRIP common stock held by the Company. Pursuant to the amendment, the VPF has a forward floor price of $23.64 per share and a forward cap price of $29.24 per share. The VPF is included in other assets, at cost, net of accumulated amortization in the condensed consolidated balance sheet. As a result of the Repurchase Agreement, as described in note 7, 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 in the condensed 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 condensed consolidated balance sheets. See note 6 for a description of the fair value of the Company’s fixed rate debt. See note 7 for a description of the fair value of the debt host component of the Company’s Preferred Stock Derivative. 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: Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 amounts in millions Variable Prepaid Forward $ — (6) 3 9 TripCo Exchangeable Senior Debentures due 2051 (11) (2) (26) (2) Financial instrument liabilities 2 (20) 21 22 Tripadvisor foreign currency forward contracts 1 4 1 6 $ (8) (24) (1) 35 The Company has elected to account for the Debentures using the fair value option. Changes in the fair value of the Debentures and financial instrument assets and liabilities recognized in the condensed 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. 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 loss of $1 million and a loss of $11 million for the three months ended September 30, 2023 and 2022, respectively and a loss of $8 million and a gain of $30 million for the nine months ended September 30, 2023 and 2022, respectively. The cumulative change was a gain of $35 million as of September 30, 2023. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | (5) Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill are as follows: Tripadvisor Core Viator TheFork Total (in millions) Balance at December 31, 2022 $ 1,977 119 104 2,200 Foreign currency translation adjustments — (1) (4) (5) Impairments (820) — — (820) Balance at September 30, 2023 $ 1,157 118 100 1,375 Impairments Given a sustained decline in Tripadvisor’s stock price during 2023, TripCo performed a quantitative analysis of the Tripadvisor Core reporting unit. Based on near-term business trends and their impact on long term assumptions, combined with macro-economic factors such as rising interest rates, we concluded that the estimated fair values of the Tripadvisor Core reporting unit and the Tripadvisor trademark were less than their respective carrying values. As a result, TripCo recognized a goodwill impairment of $820 million and a trademark impairment of $205 million during the nine months ended September 30, 2023 , related to the Tripadvisor Core reporting unit. 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). The fair value of the trademarks was determined using the relief from royalty method (Level 3). As of September 30, 2023, accumulated goodwill impairments losses for Tripadvisor totaled $2,391 million. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt | |
Debt | (6) Debt Outstanding debt at September 30, 2023 and December 31, 2022 is summarized as follows: September 30, December 31, 2023 2022 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 271 237 TripCo variable prepaid forward 52 51 Tripadvisor Credit Facility — — Tripadvisor Senior Notes due 2025 500 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (6) (8) Total consolidated TripCo debt 1,162 1,125 Debt classified as current — — Total long-term debt $ 1,162 1,125 TripCo Exchangeable Senior Debentures due 2051 On March 25, 2021, TripCo issued $300 million aggregate original principal amount of the 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 September 30, 2023, a holder of the Debentures does not have the ability to exchange and, accordingly, the Debentures are classified as long-term debt in the condensed consolidated balance sheet. 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 7 below). TripCo Variable Prepaid Forward The VPF amendment executed in August 2022, as described in note 4, was accounted for as a modification 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 September 30, 2023, 2.4 million shares of TRIP common stock, with a value of approximately $40 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”). On May 8, 2023, Tripadvisor declared a “Covenant Changeover Date” (as defined in the Credit Agreement), thereby declaring Tripadvisor out of the financial covenant holiday and no longer subject to certain of the restrictive covenants contained in the Credit Agreement. Following that, on June 29, 2023, Tripadvisor amended and restated the Credit Agreement (the "Restated Credit Agreement") to, among other things, (i) extend the maturity date of the Credit Facility from May 12, 2024 to June 29, 2028 (unless, on any date that is 91 days prior to the final scheduled maturity date in respect of any indebtedness outstanding under certain “specified debt,” the aggregate outstanding principal amount of such specified debt is $200 million or more then the maturity date will be such business day); (ii) maintain the aggregate amount of revolving commitments available at $500 million; (iii) increase the total net leverage ratio from 3.5 to 1.0 to 4.5 to 1.0; and (iv) replace the LIBOR interest rate benchmark with a secured overnight financing rate ("SOFR") interest rate benchmark. Tripadvisor may borrow from the Credit Facility in U.S. dollars, Euros and Sterling. Borrowings under the Credit Facility generally bear interest, at Tripadvisor’s option, at a rate per annum equal to either (i) the Term Benchmark Borrowing rate, or the EURIBO rate for the interest period in effect for such borrowings in Euro; plus an applicable margin ranging from 1.75% to 2.50% (“Term Benchmark/RFP Spread”), based on Tripadvisor’s ; (ii) the RFP Borrowing rate, or the Daily Simple Sterling Overnight Interbank Average rate for the interest period in effect for such borrowings in Sterling, plus the Term Benchmark/RFP Spread, based on Tripadvisor’s ; or (iii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum, and (c) the Term Benchmark Borrowing rate, or Adjusted Term SOFR for an interest period of one month as published two US Government Securities Business Days prior to such day (or if such day is not a US Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1.00% per annum; in addition to an applicable margin ranging from 0.75% to 1.50% , based on Tripadvisor’s . Tripadvisor’s unused revolver capacity was subject to a commitment fee of 0.25% , given the Company’s . As of September 30, 2023 and December 31, 2022, Tripadvisor had no outstanding borrowings under the Credit Facility and had issued $4 million of undrawn standby letters of credit under the Credit Facility. The Credit Facility, among other things, requires Tripadvisor to maintain a maximum total net leverage ratio and contains certain customary affirmative and negative covenants and events of default, including a change of control. 2025 Senior Notes In 2020, Tripadvisor issued $500 million of outstanding aggregate principal amount of 7.0% senior notes due 2025 (the "2025 Senior Notes"). The 2025 Senior Notes are governed by 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 is payable on the 2025 Senior Notes semiannually on January 15 and July 15 of each year, and continues until their maturity date of July 15, 2025. The 2025 Senior Notes are senior unsecured obligations of Tripadvisor and are unconditionally guaranteed on a joint and several basis, by certain of Tripadvisor’s domestic subsidiaries. As of September 30, 2023, Tripadvisor estimated the fair value of its outstanding 2025 Senior Notes to be approximately $499 million and considered the Senior Notes to be a “Level 2” fair value measurement. The estimated fair value of the 2025 Senior Notes was based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source. 2026 Convertible Senior Notes In 2021, Tripadvisor issued $345 million in outstanding aggregate principal amount of 0.25% convertible senior notes due 2026 (the “2026 Convertible Senior Notes”). Tripadvisor also 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 and are unconditionally guaranteed on a joint and several basis, by certain of Tripadvisor’s domestic subsidiaries, with interest payable semiannually in arrears on April 1 and October 1 of each year. As of September 30, 2023 and December 31, 2022, unpaid interest on Tripadvisor’s 2026 Convertible Senior Notes was not material. 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 TRIP 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. As of September 30, 2023, Tripadvisor estimated the fair value of its outstanding 2026 Convertible Senior Notes to be approximately $293 million and considered the 2026 Convertible Senior Notes to be a “Level 2” fair value measurement. The estimated fair value of the 2026 Convertible Senior Notes was based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source. 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 TRIP 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 per share of TRIP common stock, 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 closing 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 under GAAP. The Capped Calls are reported as a reduction to additional paid-in-capital and noncontrolling interest in equity of subsidiaries within stockholders’ equity as of September 30, 2023 and December 31, 2022. Debt Covenants As of September 30, 2023, Tripadvisor was in compliance with its debt covenants. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Redeemable Preferred Stock | |
Redeemable Preferred stock | (7) 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 22, 2021, TripCo and Certares entered into a stock repurchase agreement (the “Repurchase Agreement”). TRIP common stock, . 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 (the “Certificate of Designations”) 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)). There were shares of Series A Preferred Stock authorized, issued and outstanding at September 30, 2023 and December 31, 2022. Priority The Series A Preferred Stock ranks senior to the shares of TripCo common stock, 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 Holders of Series A Preferred Stock are not entitled to any voting powers, except as otherwise specified in the Certificate of Designations or as required by Delaware law. Shares of Series A Preferred Stock are not convertible into TripCo common stock. Dividends Dividends on each share of Series A Preferred Stock accrue on a daily basis at a rate of 8.00% of the liquidation value and are payable annually, commencing after March 26, 2020. Dividends on each share of Series A Preferred Stock may be paid, at TripCo’s election, in cash, shares of LTRPA, or, at the election of the Purchaser, shares of the Company’s Series C common stock (“LTRPK”), provided, in each case, such shares are listed on a national securities exchange and are actively traded (such LTRPK shares, together with the LTRPA shares, the “Eligible Common Stock”), or a combination of cash and Eligible Common Stock. If a dividend is not declared and paid on the dividend payment date, the dividend amount will be added to the then-applicable liquidation price of the Series A Preferred Stock. 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) 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. The debt host component is included in the preferred stock liability on the condensed consolidated balance sheet and will be accreted through interest expense to the amount to be paid upon settlement. The Preferred Stock Derivative is included in financial instrument liabilities at fair value in the condensed consolidated balance sheet. As of September 30, 2023, the estimated fair value of the debt host component was $223 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 condensed consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | (8) Stockholders’ Equity Preferred Stock TripCo’s preferred stock is issuable, from time to time, with such powers, designations, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions thereof, as shall be stated and expressed in a resolution or resolutions providing for the issue of such preferred stock adopted by TripCo’s board of directors. See note 7 for a description of TripCo’s Series A Preferred Stock. Common Stock LTRPA entitles the holders to one vote per share, LTRPB entitles the holders to ten votes per share and LTRPK, except as otherwise required by applicable law, entitles the holder to no voting rights. As of September 30, 2023, no shares of LTRPK have been issued. All series of TripCo common stock participate on an equal basis with respect to dividends and distributions. Subsidiary Purchases of Common Stock During the nine months ended September 30, 2023, Tripadvisor repurchased 4,724,729 shares of its outstanding common stock at an average share price of $15.85 per share, exclusive of fees and commissions, or $75 million in the aggregate, which completed Tripadvisor’s existing share repurchase program. On September 7, 2023, Tripadvisor’s board of directors authorized the repurchase of $250 million in shares of its common stock under a new share repurchase program. This new share repurchase program, which has a term of two years , does not obligate Tripadvisor to acquire any particular number of shares and may be modified, suspended or discontinued at any time. During the three months ended September 30, 2023, Tripadvisor did no t repurchase any shares of outstanding common stock under this new share repurchase program. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | (9) Commitments and Contingencies Litigation In the ordinary course of business, the Company and its subsidiaries are parties to legal proceedings and claims arising out of our operations. These matters may relate to claims involving patent and intellectual property rights (including alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition and consumer matters), defamation and other claims. Although it is reasonably possible that the Company may incur losses upon conclusion of such matters, an estimate of any loss or range of loss cannot be made. In the opinion of management, it is expected that amounts, if any, which may be required to satisfy such contingencies will not be material in relation to the accompanying condensed consolidated financial statements. Income Tax Matters Tripadvisor received Notices of Proposed Adjustments from the IRS with respect to income tax returns filed by Expedia when Tripadvisor was part of Expedia Group’s consolidated income tax return for the 2009, 2010, and 2011 tax years. The assessment was related to certain transfer pricing arrangements with foreign subsidiaries, for which Tripadvisor had requested competent authority assistance under the Mutual Agreement Procedure (“MAP”) for the 2009 through 2011 tax years. In January 2023, Tripadvisor received a final notice from the IRS regarding a MAP settlement for the 2009 through 2011 tax years, which Tripadvisor accepted in February 2023. In the first quarter of 2023, Tripadvisor recorded additional income tax expense as a discrete item, inclusive of interest, of $31 million specifically related to this settlement. During the first quarter of 2023, Tripadvisor reviewed the impact of the acceptance of this settlement position against its existing transfer pricing income tax reserves for the subsequent tax years, which resulted in incremental income tax expense, inclusive of estimated interest, of $24 million. The total impact of these adjustments resulted in an incremental income tax expense of $55 million, which was recognized during the three months ended March 31, 2023. During the three months ended June 30, 2023, Tripadvisor made a U.S. federal tax payment of $113 million, inclusive of interest, to Expedia related to this IRS audit settlement, pursuant to a tax sharing agreement with Expedia. During the three months ended September 30, 2023, Tripadvisor received a competent authority refund of $49 million, inclusive of interest income, which was previously recorded in income taxes receivable on the condensed consolidated balance sheet as of June 30, 2023. Tripadvisor anticipates the federal tax benefits, net of remaining state tax payments due, associated with this IRS audit settlement will be substantially settled in the next twelve months, resulting in an estimated net cash inflow of $5 million to $10 million. Tripadvisor Restructuring During the third quarter of 2023, Tripadvisor approved and subsequently initiated a set of actions across its businesses in order to reduce its cost structure, improve operational efficiencies, and realign its workforce with its strategic initiatives. These restructuring and reorganization actions resulted in reduced global headcount. As a result, Tripadvisor incurred estimated pre-tax restructuring and other related reorganization costs of $18 million during the three months ended September 30, 2023, which consisted primarily of employee severance and related benefits. Potential job position eliminations in each country are subject to local law and consultation requirements, which will extend beyond the fourth quarter of 2023 in certain countries. Therefore, actual costs incurred may differ from estimated costs recorded as of September 30, 2023. Tripadvisor expects that the majority of these costs will be paid during the fourth quarter of 2023 and the first quarter of 2024. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Segment Information | (10) Segment Information TripCo, through its ownership interests in Tripadvisor, is primarily engaged in the online commerce industries. TripCo identifies its reportable segments as (A) those operating segments that represent 10% or more of its consolidated annual revenue, annual adjusted operating income before depreciation and amortization (“Adjusted OIBDA”) or total assets and (B) those equity method affiliates whose share of earnings represent 10% or more of TripCo’s annual pre-tax earnings. TripCo evaluates performance and makes decisions about allocating resources to its operating segments based on financial measures such as revenue, Adjusted OIBDA, gross margin, and revenue or sales per customer equivalent. In addition, TripCo reviews nonfinancial measures such as unique website visitors, conversion rates and active customers, as appropriate. We have three reportable segments: (1) Tripadvisor Core; (2) Viator; and (3) TheFork. ● Tripadvisor Core – This segment includes Tripadvisor-branded hotels revenue, which consists of hotel meta revenue, primarily click-based advertising revenue, and hotel B2B revenue, which includes primarily subscription-based advertising and hotel sponsored placements revenue; Tripadvisor-branded display and platform revenue, which consists primarily of display-based advertising revenue; Tripadvisor experiences and dining revenue, which consists of intercompany (intersegment) revenue related to affiliate marketing commissions earned from experience bookings, and to a lesser extent, restaurant reservation bookings on Tripadvisor-branded websites and mobile apps, fulfilled by Viator and TheFork, respectively, which are eliminated on a consolidated basis, in addition to external revenue generated from Tripadvisor restaurant service offerings; as well as other revenue, which consists of cruises, alternative accommodation rentals, flights and rental car 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. The segment disclosure includes intersegment revenues, 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 Tripadvisor disaggregates revenue from contracts with customers into major products/revenue sources. Tripadvisor has determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue is recognized primarily at a point in time for all reported segments. Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Major Products/Revenue Sources: amounts in millions Tripadvisor Core Tripadvisor-branded hotels $ 181 188 524 510 Tripadvisor-branded display and platform 38 33 110 97 Tripadvisor experiences and dining 55 45 138 101 Other 16 18 41 41 Total Tripadvisor Core 290 284 813 749 Viator 245 174 576 366 TheFork 42 35 115 93 Intersegment eliminations (44) (34) (106) (70) Total Revenue $ 533 459 1,398 1,138 The following table provides information about the balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers: September 30, 2023 December 31, 2022 amounts in millions Accounts receivable $ 214 173 Contract assets 20 32 Total $ 234 205 Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that Tripadvisor has transferred to a customer when that right is conditional on something other than the passage of time, such as commission payments that are contingent upon the completion of the service by the principal in the transaction. Contract liabilities generally include payments received in advance of performance under the contract, and are realized as revenue as the performance obligation to the customer is satisfied, which Tripadvisor presents as deferred revenue on its consolidated balance sheets. As of January 1, 2023, Tripadvisor had $44 million recorded as deferred revenue on its condensed consolidated balance sheet, of which $4 million and $40 million was recognized as revenue during the three and nine months ended September 30, 2023, respectively. During the three months ended September 30, 2023, refunds due to cancellations by travelers were not material, while refunds due to cancellations by travelers during the nine months ended September 30, 2023, were $3 million. As of January 1, 2022, Tripadvisor had $36 million recorded as deferred revenue in the condensed consolidated balance sheet, of which $5 million and $31 million was recognized as revenue during the three and nine months ended September 30, 2022, respectively. During the three months ended September 30, 2022, refunds due to cancellations by travelers were not material, while $2 million was refunded due to cancellations by travelers during the nine months ended September 30, 2022. 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 ongoing business trends. In addition, this measure allows management to view operating results, and perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. This measure of performance excludes depreciation and amortization, equity settled liabilities (including stock-based compensation), separately reported litigation settlements and restructuring and impairment charges that are included in the measurement of operating income pursuant to GAAP. Accordingly, Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with GAAP. TripCo generally accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current prices. Adjusted OIBDA is summarized as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 amounts in millions Tripadvisor Core $ 111 112 279 284 Viator 17 12 (15) (8) TheFork (1) (9) (14) (24) Corporate and eliminations (2) (3) (8) (7) Consolidated TripCo $ 125 112 242 245 In addition, we do not report assets, capital expenditures and related depreciation expense by segment as our Chief Operating Decision Maker (“CODM”) does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. The following table provides a reconciliation of Adjusted OIBDA to Operating income (loss) and Earnings (loss) before income taxes: Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 amounts in millions Adjusted OIBDA $ 125 112 242 245 Stock-based compensation (25) (23) (74) (68) Depreciation and amortization (21) (23) (63) (73) Impairment of goodwill and intangible assets (1,025) — (1,025) — Restructuring and other related reorganization costs (18) — (18) — Non-recurring expenses (1) — — (3) — Operating income (loss) (964) 66 (941) 104 Interest expense (17) (16) (50) (49) Dividend and interest income 13 5 36 7 Realized and unrealized gains (losses), net (8) (24) (1) 35 Other, net (2) (4) (4) (9) Earnings (loss) before income taxes $ (978) 27 (960) 88 (1) Tripadvisor expensed $3 million of previously capitalized transaction costs during the nine months ended September 30, 2023 to selling, general and administrative, including stock-based compensation on the condensed consolidated statement of operations. Tripadvisor considers such costs to be non-recurring in nature. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of stock-based compensation expense | Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 amounts in millions Operating expense $ 10 9 31 28 Selling, general and administrative expense 15 14 43 40 $ 25 23 74 68 |
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, 2023 1,102 $ 6.65 Granted — $ — Exercised — $ — Forfeited/Cancelled — $ — Outstanding at September 30, 2023 1,102 $ 6.65 3.4 $ — Exercisable at September 30, 2023 815 $ 7.45 3.2 $ — |
TripAdvisor | |
Schedule of stock-based compensation activity | Weighted average TRIP remaining Aggregate common stock contractual intrinsic options WAEP life value in thousands in years in millions Outstanding at January 1, 2023 5,462 $ 43.48 Granted 150 $ 20.51 Cancelled or expired (1) (1,622) $ 60.21 Outstanding at September 30, 2023 3,990 $ 35.81 5.4 $ — Exercisable at September 30, 2023 2,846 $ 40.01 4.1 $ — Vested and expected to vest after September 30, 2023 3,844 $ 36.14 5.3 $ — (1) Inclusive of 1.1 million stock options awarded in August 2013 to Tripadvisor’s former CEO, that expired during the third quarter of 2023. The expiration of these stock options had no impact on Tripadvisor’s stock compensation expense under GAAP during the third quarter of 2023. |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings (Loss) Per Common Share ("EPS") | |
Reconciliation of Basic and Diluted Weighted Average Shares | TripCo Common Stock Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 number of shares in millions Basic WASO 77 76 76 76 Potentially dilutive shares (1) 2 2 2 1 Diluted WASO 79 78 78 77 (1) 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) | 9 Months Ended |
Sep. 30, 2023 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | September 30, 2023 December 31, 2022 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 $ 411 411 — 232 32 200 Variable Prepaid Forward $ 15 — 15 12 — 12 TripCo Exchangeable Senior Debentures due 2051 $ 271 — 271 237 — 237 Financial instrument liabilities $ 9 — 9 30 — 30 |
Schedule of realized and unrealized gains (losses) | Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 amounts in millions Variable Prepaid Forward $ — (6) 3 9 TripCo Exchangeable Senior Debentures due 2051 (11) (2) (26) (2) Financial instrument liabilities 2 (20) 21 22 Tripadvisor foreign currency forward contracts 1 4 1 6 $ (8) (24) (1) 35 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Other Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | Tripadvisor Core Viator TheFork Total (in millions) Balance at December 31, 2022 $ 1,977 119 104 2,200 Foreign currency translation adjustments — (1) (4) (5) Impairments (820) — — (820) Balance at September 30, 2023 $ 1,157 118 100 1,375 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt | |
Schedule of outstanding debt | September 30, December 31, 2023 2022 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 271 237 TripCo variable prepaid forward 52 51 Tripadvisor Credit Facility — — Tripadvisor Senior Notes due 2025 500 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (6) (8) Total consolidated TripCo debt 1,162 1,125 Debt classified as current — — Total long-term debt $ 1,162 1,125 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Information | |
Schedule of disaggregation of revenue | Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 Major Products/Revenue Sources: amounts in millions Tripadvisor Core Tripadvisor-branded hotels $ 181 188 524 510 Tripadvisor-branded display and platform 38 33 110 97 Tripadvisor experiences and dining 55 45 138 101 Other 16 18 41 41 Total Tripadvisor Core 290 284 813 749 Viator 245 174 576 366 TheFork 42 35 115 93 Intersegment eliminations (44) (34) (106) (70) Total Revenue $ 533 459 1,398 1,138 |
Schedule of contract balances | September 30, 2023 December 31, 2022 amounts in millions Accounts receivable $ 214 173 Contract assets 20 32 Total $ 234 205 |
Schedule of performance measures | Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 amounts in millions Tripadvisor Core $ 111 112 279 284 Viator 17 12 (15) (8) TheFork (1) (9) (14) (24) Corporate and eliminations (2) (3) (8) (7) Consolidated TripCo $ 125 112 242 245 |
Reconciliation of consolidated Adjusted OIBDA to operating income and earnings (loss) before income taxes | Three months ended Nine months ended September 30, September 30, 2023 2022 2023 2022 amounts in millions Adjusted OIBDA $ 125 112 242 245 Stock-based compensation (25) (23) (74) (68) Depreciation and amortization (21) (23) (63) (73) Impairment of goodwill and intangible assets (1,025) — (1,025) — Restructuring and other related reorganization costs (18) — (18) — Non-recurring expenses (1) — — (3) — Operating income (loss) (964) 66 (941) 104 Interest expense (17) (16) (50) (49) Dividend and interest income 13 5 36 7 Realized and unrealized gains (losses), net (8) (24) (1) 35 Other, net (2) (4) (4) (9) Earnings (loss) before income taxes $ (978) 27 (960) 88 (1) Tripadvisor expensed $3 million of previously capitalized transaction costs during the nine months ended September 30, 2023 to selling, general and administrative, including stock-based compensation on the condensed consolidated statement of operations. Tripadvisor considers such costs to be non-recurring in nature. |
Basis of Presentation - Descrip
Basis of Presentation - Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 26, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable preferred stock, shares issued | 325,000 | ||||
Dividend rate percentage | 8% | ||||
Redeemable preferred stock, par value | $ 0.01 | ||||
Shares issued price per share | $ 1,000 | ||||
Affiliated Entity | Liberty Media | |||||
Related Party Transaction, Amounts of Transaction | $ 1 | $ 1 | $ 2 | $ 2 | |
Affiliated Entity | Liberty Media | CEO | |||||
CEO compensation allocation percentage | 5% |
Stock-Based Compensation - Trip
Stock-Based Compensation - TripCo Incentive Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 25 | $ 23 | $ 74 | $ 68 |
Operating expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 10 | 9 | 31 | 28 |
Selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 15 | 14 | $ 43 | 40 |
2019 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Dividend rate | 0% | |||
TripAdvisor | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 24 | $ 22 | $ 72 | $ 65 |
Stock-Based Compensation - Tr_2
Stock-Based Compensation - TripCo Outstanding Awards (Details) - 2019 Plan $ / shares in Units, shares in Thousands | 9 Months Ended | |
May 31, 2023 $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | |
Employee Stock Option | ||
Additional disclosures | ||
Unvested value not yet recognized | $ | $ 1,600,000 | |
Weighted average period the unrecognized compensation cost will be recognized | 1 year 8 months 12 days | |
Amount of share reserve | 1,700 | |
Employee Stock Option | Series A | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning balance | 1,102 | |
Outstanding ending balance | 1,102 | |
Options exercisable | 815 | |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 6.65 | |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | 6.65 | |
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | $ 7.45 | |
Weighted average remaining contractual term outstanding | 3 years 4 months 24 days | |
Weighted average remaining contractual term exercisable | 3 years 2 months 12 days | |
Employee Stock Option | Series B | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted | 0 | |
Exercised | 0 | |
Outstanding ending balance | 600 | |
Options exercisable | 600 | |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 4.23 | |
Weighted average remaining contractual term outstanding | 4 years 1 month 6 days | |
Employee Stock Option | Series B | CEO | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Forfeited/Cancelled | (1,800) | |
WAEP | ||
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | $ / shares | $ 27.83 | |
Performance Based RSUs | Series B | CEO | ||
Additional disclosures | ||
RSUs granted | 175 | |
Weighted average grant date fair value, RSUs, MSUs and PSUs granted (in dollars per share) | $ / shares | $ 1.04 | |
Vesting period | 1 year | |
Cash awards | $ | $ 656,250 |
Stock-Based Compensation - Tr_3
Stock-Based Compensation - TripAdvisor Awards (Details) - TripAdvisor $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | |
2018 Plan | RSUs, MSUs and PSUs | ||
Additional disclosures | ||
Weighted average period the unrecognized compensation cost will be recognized | 2 years 9 months 18 days | |
RSUs, MSUs and PSUs granted (in shares) | shares | 7,000 | |
RSUs, MSUs and PSUs vested (in shares) | shares | 3,000 | |
RSUs, MSUs and PSUs cancelled | shares | 1,000 | |
Maximum percentage employees receive of target number originally granted PSUs | 200% | |
Weighted average grant date fair value, RSUs, MSUs and PSUs granted (in dollars per share) | $ / shares | $ 21.25 | |
Weighted average grant date fair value, RSUs, MSUs and PSUs vested (in dollars per share) | $ / shares | 30.12 | |
Weighted average grant date fair value, RSUs, MSUs and PSUs cancelled (in dollars per share) | $ / shares | $ 25.33 | |
Unrecognized compensation cost, unvested RSUs, MSUs and PSUs | $ | $ 255 | $ 255 |
2011 and 2018 Plans | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning balance | shares | 5,462 | |
Granted | shares | 150 | |
Cancelled or expired | shares | (1,622) | |
Outstanding ending balance | shares | 3,990 | 3,990 |
Options exercisable | shares | 2,846 | 2,846 |
Vested and expected to vest | shares | 3,844 | 3,844 |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 43.48 | |
Weighted average exercise price, options granted (in dollars per share) | $ / shares | 20.51 | |
Weighted average exercise price, options cancelled or expired (in dollars per share) | $ / shares | 60.21 | |
Weighted average exercise price, options outstanding (in dollars per share) | $ / shares | $ 35.81 | 35.81 |
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | 40.01 | 40.01 |
Weighted average exercise price, vested and expected to vest (in dollars per share) | $ / shares | $ 36.14 | $ 36.14 |
Weighted average remaining contractual term outstanding | 5 years 4 months 24 days | |
Weighted average remaining contractual term exercisable | 4 years 1 month 6 days | |
Weighted average remaining contractual life vested and expected to vest | 5 years 3 months 18 days | |
Additional disclosures | ||
Weighted average grant date fair value, options (in dollars per share) | $ / shares | $ 10.32 | |
2011 and 2018 Plans | CEO | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Cancelled or expired | shares | (1,100) |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share ("EPS") (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Denominator | ||||
Basic WASO (in shares) | 77 | 76 | 76 | 76 |
Potentially dilutive shares (in shares) | 2 | 2 | 2 | 1 |
Diluted WASO (in shares) | 79 | 78 | 78 | 77 |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive potential common shares | 1 | 3 | 2 | 3 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Details) shares in Millions, $ in Millions | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 10, 2022 $ / item shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt fair value | $ 271 | $ 237 | |
Exchangeable Senior Debentures due 2051 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 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 | ||
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 411 | 232 | |
Financial instruments liabilities | 9 | 30 | |
Recurring | Exchangeable Senior Debentures due 2051 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt fair value | 271 | 237 | |
Recurring | Variable prepaid forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial instruments assets | 15 | 12 | |
Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 411 | 32 | |
Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 200 | ||
Financial instruments liabilities | 9 | 30 | |
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 | 271 | 237 | |
Recurring | Level 2 | Variable prepaid forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial instruments assets | $ 15 | $ 12 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gains (losses) on financial instruments, net | $ (8) | $ (24) | $ (1) | $ 35 |
Variable prepaid forward | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gains (losses) on financial instruments, net | (6) | 3 | 9 | |
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 | (11) | (2) | (26) | (2) |
Credit risk on fair value debt instruments gains (losses) | (1) | (11) | (8) | 30 |
Cumulative gain on assets | 35 | 35 | ||
Financial instrument liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gains (losses) on financial instruments, net | 2 | (20) | 21 | 22 |
Tripadvisor foreign currency forward contracts | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gains (losses) on financial instruments, net | $ 1 | $ 4 | $ 1 | $ 6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill | |
Goodwill, beginning balance | $ 2,200 |
Foreign currency translation adjustments | (5) |
Impairments | (820) |
Goodwill, ending balance | 1,375 |
Tripadvisor Core | |
Goodwill | |
Goodwill, beginning balance | 1,977 |
Impairments | (820) |
Goodwill, ending balance | 1,157 |
Viator | |
Goodwill | |
Goodwill, beginning balance | 119 |
Foreign currency translation adjustments | (1) |
Goodwill, ending balance | 118 |
TheFork | |
Goodwill | |
Goodwill, beginning balance | 104 |
Foreign currency translation adjustments | (4) |
Goodwill, ending balance | $ 100 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Impairments (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Impairments | |
Goodwill impairments | $ 820 |
Trademarks | |
Impairments | |
Impairment of intangible assets | $ 205 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment |
TripAdvisor | |
Impairments | |
Accumulated goodwill impairment | $ 2,391 |
Debt - Outstanding debt (Detail
Debt - Outstanding debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Financing | ||
Deferred financing costs | $ (6) | $ (8) |
Total consolidated TripCo debt | 1,162 | 1,125 |
Total long-term debt | 1,162 | 1,125 |
Exchangeable Senior Debentures due 2051 | ||
Debt Financing | ||
Carrying amount of debt | 271 | 237 |
Variable prepaid forward | ||
Debt Financing | ||
Carrying amount of debt | 52 | 51 |
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 Exchangeable Seni
Debt - TripCo Exchangeable Senior Debentures due 2051 (Details) - Exchangeable Senior Debentures due 2051 $ / shares in Units, shares in Millions | 9 Months Ended | ||
Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 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 - TripCo Debt (Details)
Debt - TripCo Debt (Details) - Variable prepaid forward - Forward Contracts shares in Millions, $ in Millions | Sep. 30, 2023 USD ($) shares |
Debt Financing | |
Accreted loan total at maturity | $ 57 |
Value of common stock pledged as collateral. | $ 40 |
Asset Pledged as Collateral | |
Debt Financing | |
Investment Owned, Balance, Shares | shares | 2.4 |
Debt - TripAdvisor Credit Facil
Debt - TripAdvisor Credit Facilities (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Jun. 29, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2015 | |
Debt Financing | ||||
Deferred financing costs | $ 6 | $ 8 | ||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | ||||
Debt Financing | ||||
Credit facility threshold trading days prior to maturity | 91 days | |||
Maximum borrowing capacity | $ 500 | |||
Specific debt outstanding prior to maturity date | $ 200 | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | Minimum | ||||
Debt Financing | ||||
Debt instrument previous total net leverage ratio | 3.50% | |||
Commitment fee | 0.25% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | Maximum | ||||
Debt Financing | ||||
Debt instrument previous total net leverage ratio | 4.50% | |||
Commitment fee | 0.40% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | Eurocurrency Spread | Minimum | ||||
Debt Financing | ||||
Margin | 1.75% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | Eurocurrency Spread | Maximum | ||||
Debt Financing | ||||
Margin | 2.50% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | ABR | Minimum | ||||
Debt Financing | ||||
Margin | 0.75% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | ABR | Maximum | ||||
Debt Financing | ||||
Margin | 1.50% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | New York Fed Bank Rate | ||||
Debt Financing | ||||
Variable rate basis | New York Fed Bank Rate | |||
Margin | 0.50% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | Adjusted SOFR | ||||
Debt Financing | ||||
Variable rate basis | Adjusted Term SOFR | |||
Margin | 1% | |||
TripAdvisor | Tripadvisor Credit Facility | Amended and Restated Credit Facility 2023 | Base Rate | ||||
Debt Financing | ||||
Commitment fee | 0.25% | |||
TripAdvisor | Tripadvisor Credit Facility | 2015 Credit Facility | ||||
Debt Financing | ||||
Maximum borrowing capacity | $ 500 | |||
Borrowings outstanding on line of credit | $ 0 | 0 | ||
TripAdvisor | Letter of Credit | Amended and Restated Credit Facility 2023 | ||||
Debt Financing | ||||
Maximum borrowing capacity | 15 | |||
TripAdvisor | Letter of Credit | 2015 Credit Facility | ||||
Debt Financing | ||||
Outstanding letters of credit | 4 | $ 4 | ||
TripAdvisor | Same-day notice borrowings | Amended and Restated Credit Facility 2023 | ||||
Debt Financing | ||||
Maximum borrowing capacity | $ 40 |
Debt - TripAdvisor Senior Notes
Debt - TripAdvisor Senior Notes (Details) $ / shares in Units, shares in Millions | 9 Months Ended | |||
Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Mar. 25, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||
Long-term debt fair value | $ 271,000,000 | $ 237,000,000 | ||
TripAdvisor | Tripadvisor Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 500,000,000 | |||
Interest rate | 7% | |||
TripAdvisor | Tripadvisor Senior Notes due 2025 | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt fair value | 499,000,000 | |||
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 345,000,000 | |||
Interest rate | 0.25% | |||
Conversion to common Stock | $ 1,000 | |||
Debt Instrument, convertible, conversion ratio | 13.5483 | |||
Debt Instrument, convertible, conversion price | $ / shares | $ 73.81 | |||
Debt instrument, convertible, principal amount | shares | 4.7 | |||
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt fair value | $ 293,000,000 |
Debt - Capped Call Transactions
Debt - Capped Call Transactions (Details) - TripAdvisor - Capped Call Transactions $ / shares in Units, shares in Millions, $ in Millions | 9 Months Ended | |
Sep. 30, 2023 USD ($) $ / shares $ / item shares | Mar. 22, 2021 $ / shares | |
Debt Instrument [Line Items] | ||
Capped call transaction cost | $ | $ 35 | |
Debt instrument, convertible, principal amount | shares | 4.7 | |
Strike price per share | $ 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 | $ 53.68 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) | 9 Months Ended | |||||
Apr. 06, 2021 USD ($) shares | Apr. 06, 2021 USD ($) shares | Mar. 29, 2021 USD ($) shares | Mar. 26, 2020 $ / shares shares | Sep. 30, 2023 USD ($) item shares | Dec. 31, 2022 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 | 137,586 | 10,665 | 126,921 | |||
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 outstanding | shares | 187,414 | 187,414 | ||||
Series A Preferred Stock | Level 2 | ||||||
Debt host fair value | $ 223,000,000 | |||||
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) | 9 Months Ended | |
Sep. 30, 2023 Vote shares | Dec. 31, 2022 shares | |
Series A | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 1 | |
Common stock shares issued | shares | 72,821,919 | 72,641,163 |
Series B | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 10 | |
Common stock shares issued | shares | 3,737,475 | 3,370,368 |
Series C | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 0 | |
Common stock shares issued | shares | 0 | 0 |
Stockholders' Equity - Subsidia
Stockholders' Equity - Subsidiary Purchases of Common Stock (Details) - TripAdvisor - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 07, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program authorized amount | $ 250 | ||
Term of stock repurchase program | 2 years | ||
Treasury shares acquired | 0 | 4,724,729 | |
Shares acquired average price | $ 15.85 | ||
Payment for shares repurchased | $ 75 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | |||||
Deferred income tax expense (benefit) | $ (61) | $ 8 | |||
TripAdvisor | |||||
Loss Contingencies [Line Items] | |||||
Federal tax payment | $ 113 | ||||
Refund received | $ 49 | ||||
TripAdvisor | IRS | |||||
Loss Contingencies [Line Items] | |||||
Additional income tax expense as a discrete item, inclusive of interest | $ 55 | ||||
TripAdvisor | IRS | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Income taxes receivable | 5 | 5 | |||
TripAdvisor | IRS | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Income taxes receivable | $ 10 | $ 10 | |||
TripAdvisor | IRS | Tax Years 2009 Through 2011 | |||||
Loss Contingencies [Line Items] | |||||
Estimated range of income tax expense inclusive of interest | 31 | ||||
TripAdvisor | IRS | Tax Years 2012 And After | |||||
Loss Contingencies [Line Items] | |||||
Deferred income tax expense (benefit) | $ 24 |
Commitments and Contingencies -
Commitments and Contingencies - Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other related reorganization costs | $ 18 | $ 18 |
TripAdvisor | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other related reorganization costs | $ 18 |
Segment Information - Performan
Segment Information - Performance Measures and Other Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Segments | ||||
Number of reportable segments | segment | 3 | |||
Revenue | $ 533 | $ 459 | $ 1,398 | $ 1,138 |
Operating Segments | Tripadvisor Core | ||||
Segments | ||||
Revenue | 290 | 284 | 813 | 749 |
Operating Segments | Tripadvisor Core | Tripadvisor-branded hotels | ||||
Segments | ||||
Revenue | 181 | 188 | 524 | 510 |
Operating Segments | Tripadvisor Core | Tripadvisor-branded display and platform | ||||
Segments | ||||
Revenue | 38 | 33 | 110 | 97 |
Operating Segments | Tripadvisor Core | Tripadvisor experiences and dining | ||||
Segments | ||||
Revenue | 55 | 45 | 138 | 101 |
Operating Segments | Tripadvisor Core | Other | ||||
Segments | ||||
Revenue | 16 | 18 | 41 | 41 |
Operating Segments | Viator | ||||
Segments | ||||
Revenue | 245 | 174 | 576 | 366 |
Operating Segments | TheFork | ||||
Segments | ||||
Revenue | 42 | 35 | 115 | 93 |
Intersegment eliminations | ||||
Segments | ||||
Revenue | $ (44) | $ (34) | $ (106) | $ (70) |
Segment Information - Contract
Segment Information - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Accounts receivable | $ 214 | $ 214 | $ 173 | ||||
Contract assets | 20 | 20 | 32 | ||||
Total | 234 | 234 | $ 205 | ||||
TripAdvisor | |||||||
Deferred revenue | $ 44 | $ 36 | |||||
Contract with customer revenue recognized | $ 4 | $ 5 | 40 | $ 31 | |||
Amount of revenue refunded | $ 3 | $ 2 |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | $ 125 | $ 112 | $ 242 | $ 245 |
Operating Segments | Tripadvisor Core | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | 111 | 112 | 279 | 284 |
Operating Segments | Viator | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | 17 | 12 | (15) | (8) |
Operating Segments | TheFork | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | (1) | (9) | (14) | (24) |
Corporate and Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | $ (2) | $ (3) | $ (8) | $ (7) |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Information | ||||
Adjusted OIBDA | $ 125 | $ 112 | $ 242 | $ 245 |
Stock-based compensation | (25) | (23) | (74) | (68) |
Depreciation and amortization | (21) | (23) | (63) | (73) |
Impairment of goodwill and intangible assets | (1,025) | (1,025) | ||
Restructuring and other related reorganization costs | (18) | (18) | ||
Non-recurring expenses | (3) | |||
Operating income (loss) | (964) | 66 | (941) | 104 |
Interest expense | (17) | (16) | (50) | (49) |
Dividend and interest income | 13 | 5 | 36 | 7 |
Realized and unrealized gains (losses), net | (8) | (24) | (1) | 35 |
Other, net | (2) | (4) | (4) | (9) |
Earnings (loss) before income taxes | $ (978) | $ 27 | (960) | $ 88 |
Capitalized transaction costs | $ 3 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (234) | $ (30) | $ (255) | $ 10 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |