Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | 73,084,484 | |
Series B | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series B common stock | |
Trading Symbol | LTRPB | |
Entity Common Stock, Shares Outstanding | 4,232,532 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,193 | $ 1,090 |
Accounts receivable and contract assets, net of allowance for credit losses of $25 million and $21 million, respectively | 253 | 192 |
Income taxes receivable | 45 | |
Other current assets | 65 | 42 |
Total current assets | 1,556 | 1,324 |
Property and equipment, net | 79 | 87 |
Intangible assets not subject to amortization: | ||
Goodwill | 1,381 | 1,387 |
Trademarks | 521 | 522 |
Intangible assets not subject to amortization | 1,902 | 1,909 |
Intangible assets subject to amortization, net | 118 | 116 |
Other assets | 140 | 124 |
Total assets | 3,795 | 3,560 |
Current liabilities: | ||
Deferred merchant and other payables | 483 | 265 |
Current portion of debt, including $307 million measured at fair value as of June 30, 2024 | 307 | |
Deferred revenue | 86 | 49 |
Series A Preferred Stock liability (note 6) | 260 | |
Accrued liabilities and other current liabilities | 354 | 262 |
Total current liabilities | 1,490 | 576 |
Long-term debt, including $0 million and $287 million measured at fair value as of June 30, 2024 and December 31, 2023, respectively (note 5) | 895 | 1,180 |
Deferred income tax liabilities (note 7) | 46 | 49 |
Financial instrument liabilities (note 4) | 21 | |
Series A Preferred Stock liability (note 6) | 249 | |
Other liabilities | 162 | 253 |
Total liabilities | 2,593 | 2,328 |
Equity | ||
Additional paid-in capital | 300 | 307 |
Accumulated other comprehensive earnings (loss), net of taxes | (10) | (2) |
Retained earnings (deficit) | (741) | (724) |
Total stockholders' equity | (450) | (418) |
Noncontrolling interests in equity of subsidiaries | 1,652 | 1,650 |
Total equity | 1,202 | 1,232 |
Commitments and contingencies (note 8) | ||
Total liabilities and equity | 3,795 | 3,560 |
Series A | ||
Equity | ||
Common stock value | 1 | 1 |
Series B | ||
Equity | ||
Common stock value | ||
Series C | ||
Equity | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivables and contract assets, allowance for credit losses | $ 25 | $ 21 |
Short-Term Debt, Fair Value | 307 | |
Long-term debt fair value | $ 0 | $ 287 |
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 | 73,084,484 | 73,066,321 |
Common stock, shares outstanding | 73,084,484 | 73,066,321 |
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 | 4,232,532 | 4,057,532 |
Common stock, shares outstanding | 4,232,532 | 4,057,532 |
Series C | ||
Equity: | ||
Common stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Condensed Consolidated Statements of Operations | ||||
Revenue, Product and Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Total revenue, net | $ 497 | $ 494 | $ 892 | $ 865 |
Operating costs and expenses: | ||||
Operating expense, including stock-based compensation (note 2) | 121 | 112 | 232 | 209 |
Selling, general and administrative, including stock-based compensation (note 2) | 323 | 321 | 603 | 591 |
Depreciation and amortization | 20 | 21 | 42 | 42 |
Total operating costs and expenses | 464 | 454 | 877 | 842 |
Operating income (loss) | 33 | 40 | 15 | 23 |
Other income (expense): | ||||
Interest expense | (17) | (17) | (34) | (33) |
Dividend and interest income | 13 | 12 | 26 | 23 |
Realized and unrealized gains (losses) on financial instruments, net | 53 | 15 | 9 | 7 |
Other, net | (1) | (1) | (4) | (2) |
Total other income (expense) | 48 | 9 | (3) | (5) |
Earnings (loss) before income taxes | 81 | 49 | 12 | 18 |
Income tax (expense) benefit | (14) | (20) | (57) | (77) |
Net earnings (loss) | 67 | 29 | (45) | (59) |
Less net earnings (loss) attributable to noncontrolling interests | 18 | 19 | (28) | (38) |
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ 49 | $ 10 | $ (17) | $ (21) |
Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ 0.64 | $ 0.13 | $ (0.22) | $ (0.28) |
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3): | $ 0.63 | $ 0.13 | $ (0.22) | $ (0.28) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Condensed Consolidated Statements of Comprehensive Earnings (Loss) | ||||
Net earnings (loss) | $ 67 | $ 29 | $ (45) | $ (59) |
Other comprehensive earnings (loss), net of taxes: | ||||
Foreign currency translation adjustments | 1 | (2) | (11) | 5 |
Credit risk on fair value debt instruments gains (loss) | 7 | 4 | (6) | (7) |
Reclassification adjustments included in net income (loss), net of tax | 3 | |||
Other comprehensive earnings (loss) | 8 | 2 | (14) | (2) |
Comprehensive earnings (loss) | 75 | 31 | (59) | (61) |
Less comprehensive earnings (loss) attributable to the noncontrolling interests | 19 | 18 | (34) | (34) |
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders | $ 56 | $ 13 | $ (25) | $ (27) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||||
Net earnings (loss) | $ 67 | $ 29 | $ (45) | $ (59) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | ||||
Depreciation and amortization | 20 | 21 | 42 | 42 |
Stock-based compensation | 62 | 49 | ||
Realized and unrealized (gains) losses on financial instruments, net | (53) | (15) | (9) | (7) |
Deferred income tax expense (benefit) | (9) | (11) | ||
Other charges (credits), net | 18 | 14 | ||
Changes in operating assets and liabilities | ||||
Current and other assets | (82) | (81) | ||
Payables and other liabilities | 207 | 290 | ||
Net cash provided (used) by operating activities | 184 | 237 | ||
Cash flows from investing activities: | ||||
Capital expended for property and equipment, including capitalized website development | (31) | (31) | ||
Net cash provided (used) by investing activities | (31) | (31) | ||
Cash flows from financing activities: | ||||
Shares repurchased by subsidiary | (25) | (75) | ||
Payment of withholding taxes on net share settlements of equity awards | (14) | (12) | ||
Other financing activities, net | (4) | (6) | ||
Net cash provided (used) by financing activities | (43) | (93) | ||
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash | (7) | 4 | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 103 | 117 | ||
Cash, cash equivalents and restricted cash at beginning of period | 1,090 | 1,053 | ||
Cash, cash equivalents and restricted cash at end of period | $ 1,193 | $ 1,170 | $ 1,193 | $ 1,170 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity - USD ($) $ in Millions | Series A Common Stock | Additional paid-in capital | Accumulated other comprehensive earnings (loss) | Retained earnings (deficit) | Noncontrolling interest in equity of subsidiaries | Total |
Balance at beginning of the period at Dec. 31, 2022 | $ 1 | $ 287 | $ 9 | $ (439) | $ 2,404 | $ 2,262 |
Net earnings (loss) | (21) | (38) | (59) | |||
Other comprehensive earnings (loss) | (6) | 4 | (2) | |||
Stock-based compensation | 12 | 42 | 54 | |||
Withholding taxes on net share settlements of stock-based compensation | (12) | (12) | ||||
Shares issued by subsidiary | (4) | 4 | ||||
Shares repurchased by subsidiary | 24 | (99) | (75) | |||
Balance at end of the period at Jun. 30, 2023 | 1 | 307 | 3 | (460) | 2,317 | 2,168 |
Balance at beginning of the period at Mar. 31, 2023 | 1 | 281 | (470) | 2,374 | 2,186 | |
Net earnings (loss) | 10 | 19 | 29 | |||
Other comprehensive earnings (loss) | 3 | (1) | 2 | |||
Stock-based compensation | 6 | 23 | 29 | |||
Withholding taxes on net share settlements of stock-based compensation | (3) | (3) | ||||
Shares issued by subsidiary | (1) | 1 | ||||
Shares repurchased by subsidiary | 24 | (99) | (75) | |||
Balance at end of the period at Jun. 30, 2023 | 1 | 307 | 3 | (460) | 2,317 | 2,168 |
Balance at beginning of the period at Dec. 31, 2023 | 1 | 307 | (2) | (724) | 1,650 | 1,232 |
Net earnings (loss) | (17) | (28) | (45) | |||
Other comprehensive earnings (loss) | (8) | (6) | (14) | |||
Stock-based compensation | 15 | 53 | 68 | |||
Withholding taxes on net share settlements of stock-based compensation | (14) | (14) | ||||
Shares issued by subsidiary | (3) | 3 | ||||
Shares repurchased by subsidiary | (5) | (20) | (25) | |||
Balance at end of the period at Jun. 30, 2024 | 1 | 300 | (10) | (741) | 1,652 | 1,202 |
Balance at beginning of the period at Mar. 31, 2024 | 1 | 302 | (17) | (790) | 1,623 | 1,119 |
Net earnings (loss) | 49 | 18 | 67 | |||
Other comprehensive earnings (loss) | 7 | 1 | 8 | |||
Stock-based compensation | 8 | 29 | 37 | |||
Withholding taxes on net share settlements of stock-based compensation | (4) | (4) | ||||
Shares issued by subsidiary | (1) | 1 | ||||
Shares repurchased by subsidiary | (5) | (20) | (25) | |||
Balance at end of the period at Jun. 30, 2024 | $ 1 | $ 300 | $ (10) | $ (741) | $ 1,652 | $ 1,202 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, 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, 2023 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Under the accounting guidance in Accounting Standards Codification Topic 205, Presentation of Financial Statements In applying the accounting guidance in ASC 205, TripCo considered its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its conditional and unconditional obligations due over the twelve months after the date that its financial statements were issued. The Company specifically considered the redemption of the Series A Preferred Stock and TripCo’s 0.50% Exchangeable Senior Debentures due 2051 (the “Debentures”) in its analysis. As disclosed in note 6, TripCo’s 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) is required to be redeemed for cash on March 27, 2025. As of June 30, 2024, the Redemption Price (as defined in note 6) of the Series A Preferred Stock was $260 million. As disclosed in note 5, the Debentures may be redeemed by TripCo, in whole or in part, on or after March 27, 2025. Holders of the Debentures also have the right to require TripCo to purchase their Debentures on March 27, 2025. As of June 30, 2024, the fair value of the Debentures was $307 million. If all holders exchanged their Debentures on March 27, 2025 and upon the redemption of the Company’s Series A Preferred Stock, TripCo would not have sufficient cash on hand to cover these obligations as of June 30, 2024. We note that Tripadvisor has sufficient cash to cover these obligations, but TripCo does not have ready access to Tripadvisor’s cash. On February 9, 2024, TripCo’s board of directors authorized TripCo to engage in discussions with respect to a potential transaction (“Potential Transaction”), pursuant to which all of the outstanding stock of TripCo and all of the outstanding common stock and Class B common stock of Tripadvisor, would be acquired concurrently for cash. The board of directors of Tripadvisor has formed a special committee comprised of independent and disinterested directors of the board of directors of Tripadvisor (“Special Committee”). TripCo and the Special Committee have ceased discussions with third parties with respect to a Potential Transaction. Strategic alternatives with respect to TripCo remain under consideration. In light of current circumstances, management’s plans do not alleviate the substantial doubt that the entity will continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. 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 and Tripadvisor’s business 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. Following the lifting of restrictions in connection with the COVID-19 pandemic, travel demand increased. In addition, the U.S. and other countries have seen significant increased inflation and decreases in discretionary spending patterns by consumers. If macroeconomic conditions deteriorate, consumer demand and spending may decline, Tripadvisor may not be able to pass on increased costs to its customers and Tripadvisor’s inability or failure to navigate the macroeconomic environment could harm its business, results of operations and financial condition. Additionally, 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 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, information technology, cybersecurity 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 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, less than $1 million was reimbursable to Liberty Media for both of the three months ended June 30, 2024 and 2023, and approximately $1 million was reimbursable to Liberty Media for both of the six months ended June 30, 2024 and 2023. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
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 Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Operating expense $ 14 11 26 21 Selling, general and administrative expense 20 15 36 28 $ 34 26 62 49 Stock-based compensation expense related to Tripadvisor was $34 million and $25 million for the three months ended June 30, 2024 and 2023, respectively, and $61 million and $48 million for the six months ended June 30, 2024 and 2023, respectively. TripCo - Outstanding Awards exercised canceled As of June 30, 2024, there were 600 thousand TripCo Series B common stock (“LTRPB”) options outstanding and exercisable exercises During the six months ended June 30, 2024, pursuant to an agreement among TripCo, Liberty Media and our CEO, TripCo granted a cash award equal to $875,000 in satisfaction of the annual grant pursuant to which he was entitled under his employment agreement. The cash award cliff vests 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 June 30, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $486 thousand. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately one year. As of June 30, 2024, TripCo reserved 1.6 million shares of 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, 2024 3,927 $ 35.56 Granted 42 $ 25.50 Exercised (80) 24.36 Cancelled or expired (234) $ 48.13 Outstanding at June 30, 2024 3,655 $ 34.88 4.7 $ — Exercisable at June 30, 2024 2,900 $ 37.90 3.8 $ — Vested and expected to vest after June 30, 2024 3,655 $ 34.88 4.7 $ — Tripadvisor’s stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. Tripadvisor amortizes the GDFV of its stock option grants as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the GDFV of the award that is vested at that date. The weighted average GDFV of options issued was $13.64 per share for the six months ended June 30, 2024. Additionally, during the six months ended June 30, 2024, Tripadvisor granted approximately 6 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 six months ended June 30, 2024 was $26.54 per share, $23.89 per share, and $22.89 per share, respectively. As of June 30, 2024, the total unrecognized compensation cost related to Tripadvisor stock-based awards, substantially RSUs, was approximately $307 million and will be recognized over a weighted average period of approximately 2.8 years. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share ("EPS") | 6 Months Ended |
Jun. 30, 2024 | |
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) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for both of the three months ended June 30, 2024 and 2023 are 1 million of potential common shares due to stock options because their inclusion would be antidilutive. Excluded from EPS for the six months ended June 30, 2024 and 2023 are 1 million and 2 million, respectively, of potential common shares due to stock options because their inclusion would be antidilutive. TripCo Common Stock Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 number of shares in millions Basic WASO 77 77 77 76 Potentially dilutive shares (1) 1 1 1 2 Diluted WASO 78 78 78 78 (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 | 6 Months Ended |
Jun. 30, 2024 | |
Assets and Liabilities Measured at Fair Value | |
Assets and Liabilities Measured at Fair Value | (4) Assets and Liabilities Measured at Fair Value For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any material recurring assets or liabilities measured at fair value that would be considered Level 3. The Company’s assets and liabilities measured at fair value are as follows: June 30, 2024 December 31, 2023 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 $ 332 332 — 404 404 — Variable Prepaid Forward $ 13 — 13 6 — 6 TripCo Exchangeable Senior Debentures due 2051 $ 307 — 307 287 — 287 Preferred Stock Derivative $ 4 — 4 21 — 21 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 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 in the condensed consolidated balance sheets. As a result of the Repurchase Agreement, as described in note 6, 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 Preferred Stock Derivative is included in accrued liabilities and other current liabilities in the condensed consolidated balance sheet as of June 30, 2024 and in financial instrument liabilities in the condensed consolidated balance sheet as of December 31, 2023. 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 5 for a description of the fair value of the Company’s fixed rate debt. See note 6 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 Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Variable Prepaid Forward $ 18 6 6 3 TripCo Exchangeable Senior Debentures due 2051 (3) (5) (14) (15) Preferred Stock Derivative 38 14 17 19 $ 53 15 9 7 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 gain of $7 million and a gain of $4 million for the three months ended June 30, 2024 and 2023, respectively, and a loss of $6 million and a loss of $7 million for the six months ended June 30, 2024 and 2023, respectively. The cumulative change was a gain of $23 million as of June 30, 2024. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Debt | (5) Debt Outstanding debt at June 30, 2024 and December 31, 2023 is summarized as follows: June 30, December 31, 2024 2023 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 307 287 TripCo variable prepaid forward 54 53 Tripadvisor Credit Facility — — Tripadvisor Senior Notes due 2025 500 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (4) (5) Total consolidated TripCo debt 1,202 1,180 Debt classified as current (307) — Total long-term debt $ 895 1,180 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 the Debentures also have the right to require TripCo to purchase their Debentures on March 27, 2025. Accordingly, the Debentures are classified as current debt in the condensed consolidated balance sheet as of June 30, 2024. 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. 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 6 below). TripCo Variable Prepaid Forward The VPF matures in November 2025. At maturity, the accreted loan amount due will be approximately $57 million. As of June 30, 2024, 2.4 million shares of TRIP common stock, with a value of approximately $43 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 and, amended and restated in June 2023, which, among other things, provides for a $500 million secured revolving credit facility (the “Credit Facility”). The Credit Facility has a maturity date of 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). As of June 30, 2024 and December 31, 2023, Tripadvisor had no outstanding borrowings under the Credit Facility and had issued $3 million and $4 million, respectively, of undrawn standby letters of credit under the Credit Facility. Tripadvisor’s Credit Facility also includes $15 million of borrowing capacity available for letters of credit and $40 million for swing line borrowings on same-day notice. The Credit Facility, among other things, requires Tripadvisor to maintain a maximum total net leverage ratio of 4.5 to 1.0 and contains certain customary affirmative and negative covenants and events of default, including a change of control. Secured Overnight Financing Rate 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 at a cost of approximately $35 million. 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 June 30, 2024 and December 31, 2023. Fair Value of Debt As of June 30, 2024, Tripadvisor estimated the fair value of its 2025 Senior Notes to be approximately $502 million and the fair value of its outstanding 0.25% Convertible 2026 Senior Notes (“2026 Convertible Senior Notes”) to be approximately $314 million. Tripadvisor considers the 2025 Senior Notes and the 2026 Convertible Senior Notes (collectively, the “Senior Notes”) to be “Level 2” fair value measurements. The estimated fair values of the Senior Notes are based on recently reported market transactions and/or prices for identical or similar financial instruments obtained from a third-party pricing source. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Redeemable Preferred Stock | |
Redeemable Preferred stock | (6) 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 June 30, 2024 and December 31, 2023. 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. As a result of the redemption date, the Series A Preferred Stock is classified as a current liability in the condensed consolidated balance sheet as of June 30, 2024. 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 of directors 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 Series A 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 recorded at fair value and is included in accrued liabilities and other current liabilities as of June 30, 2024, and in financial instrument liabilities as of December 31, 2023 in the condensed consolidated balance sheets. As of June 30, 2024, the estimated fair value of the debt host component was $254 million, based on the present value of the liquidation price on the redemption date (Level 2). |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | (7) 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 6 for a description of the 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 June 30, 2024, 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 three months ended June 30, 2024, Tripadvisor repurchased 1,366,385 shares of its outstanding common stock at an average price of $18.28 per share, exclusive of fees and commissions, or $25 million in the aggregate. During the three months ended June 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. 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. As of June 30, 2024, Tripadvisor had $200 million remaining available to repurchase shares of its common stock under its share repurchase program. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | (8) 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 privacy, 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. As of June 30, 2024, Tripadvisor had an accrual in the amount of $10 million in accrued liabilities and other current liabilities in the condensed consolidated balance sheet for a potential regulatory matter within Tripadvisor’s alternative accommodation rentals offering. This amount was accrued during the three months ended March 31, 2024, and is recorded to selling, general and administrative, including stock-based compensation in the condensed consolidated statements of operations for the six months ended June 30, 2024 and is based on Tripadvisor’s best estimate of probable loss; the ultimate resolution of this contingency may be greater or less than the liability recorded. Income Tax Matters Tripadvisor received Notices of Proposed Adjustments (“NOPA”) 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 2014 through 2016 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 2014 through 2016 tax years. In January 2024, Tripadvisor receive d notification of a MAP resolution agreement this audit settlement. Tripadvisor anticipates a competent authority refund from a foreign jurisdiction and certain federal tax benefits, net of state tax payments due, associated with this IRS audit settlement which will be substantially settled in the next twelve months, resulting in an estimated net cash inflow of $25 million to $35 million, inclusive of related interest. This anticipated refund is reflected in current income taxes receivable, partially offset by a lesser amount of anticipated state tax payments in accrued liabilities and other current liabilities on the condensed consolidated balance sheet as of June 30, 2024. As of December 31, 2023, Tripadvisor had recorded $153 million of unrecognized tax benefits, inclusive of interest, which were primarily included in other liabilities on the condensed consolidated balance sheet. As a result of Tripadvisor’s acceptance of MAP with the IRS for the 2014 through 2016 tax years, and its impact on other ongoing IRS audits, as described above, Tripadvisor reduced this unrecognized tax benefits liability by $79 million during the three months ended March 31, 2024, by reclassifying this balance to accrued liabilities and other current liabilities on the consolidated balance sheet, representing a short-term payment obligation to the IRS, which was subsequently paid during the three months ended June 30, 2024, as noted above. In addition, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023, Tripadvisor received a NOPA from the IRS for the 2009 through 2011 tax years relating to certain transfer pricing arrangements with its foreign subsidiaries. In response, Tripadvisor also requested competent authority assistance under MAP for the 2009 through 2011 tax years. In January 2023, Tripadvisor received a final notice from the IRS regarding a MAP resolution agreement 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 net 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. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Information | |
Segment Information | (9) 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) Brand Tripadvisor; (2) Viator; and (3) TheFork. ● Brand Tripadvisor – This segment includes Tripadvisor-branded hotels revenue, which consists of hotel meta revenue, primarily click-based advertising revenue, and hotel business to business revenue, which includes primarily subscription-based advertising and hotel sponsored placements revenue; Media and advertising 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 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 Brand Tripadvisor 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 Six months ended June 30, June 30, 2024 2023 2024 2023 Major Products/Revenue Sources: amounts in millions Brand Tripadvisor Tripadvisor-branded hotels $ 150 174 309 343 Media and advertising 41 42 73 72 Tripadvisor experiences and dining 48 50 84 83 Other 11 13 24 25 Total Brand Tripadvisor 250 279 490 523 Viator 244 216 385 331 TheFork 42 38 83 73 Intersegment eliminations (39) (39) (66) (62) Total Revenue $ 497 494 892 865 The following table provides information about the balances of accounts receivable and contract assets, net of allowance for credit losses, from contracts with customers: June 30, 2024 December 31, 2023 amounts in millions Accounts receivable $ 227 177 Contract assets 26 15 Total $ 253 192 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, including amounts that are refundable. As of January 1, 2024, Tripadvisor had $49 million, recorded as deferred revenue on its condensed consolidated balance sheets, of which $10 million and $38 million was recognized as revenue during the three and six months ended June 30, 2024 and 2023, respectively. During the three and six months ended June 30, 2024, refunds due to cancellations by travelers were $1 million and $3 million, respectively. During the three and six months ended June 30, 2023, refunds due to cancellations by travelers were $1 million and $3 million, respectively. 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 Adjusted OIBDA is summarized as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 amounts in millions Brand Tripadvisor $ 84 96 161 168 Viator 10 (2) (18) (31) TheFork 3 (4) — (14) Corporate and eliminations (4) (3) (6) (6) Consolidated TripCo $ 93 87 137 117 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 Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Adjusted OIBDA $ 93 87 137 117 Stock-based compensation (34) (26) (62) (49) Depreciation and amortization (20) (21) (42) (42) Legal reserves and settlements (1) (4) — (14) — Restructuring and other related reorganization costs (2) — — (1) — Non-recurring expenses (3) (2) — (3) (3) Operating income (loss) 33 40 15 23 Interest expense (17) (17) (34) (33) Dividend and interest income 13 12 26 23 Realized and unrealized gains (losses), net 53 15 9 7 Other, net (1) (1) (4) (2) Earnings (loss) before income taxes $ 81 49 12 18 (1) See discussion in note 8 related to a $10 million potential regulatory matter. During the second quarter of 2024 Tripadvisor recorded a one-time charge of $4 million to general and administrative, including stock based compensation on the condensed consolidated statement of operations, resulting from legislation enacted in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022. This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while the liability for the three months ended June 30, 2024 and all prospective periods are and will be included within Adjusted OIBDA. (2) During the third quarter of 2023, Tripadvisor initiated a restructuring and reduced global headcount. Tripadvisor expects the majority of remaining unpaid restructuring costs as of June 30, 2024 to be disbursed during 2024. (3) Tripadvisor expensed $2 million of transaction costs during the three months ended June 30, 2024 and $3 million of transaction costs during each of the six months ended June 30, 2024 and 2023, to selling, general and administrative, including stock-based compensation on the condensed consolidated statement of operations. Tripadvisor considers such costs to be non-recurring in nature . |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 49 | $ 10 | $ (17) | $ (21) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Amounts of stock-based compensation | Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Operating expense $ 14 11 26 21 Selling, general and administrative expense 20 15 36 28 $ 34 26 62 49 |
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, 2024 3,927 $ 35.56 Granted 42 $ 25.50 Exercised (80) 24.36 Cancelled or expired (234) $ 48.13 Outstanding at June 30, 2024 3,655 $ 34.88 4.7 $ — Exercisable at June 30, 2024 2,900 $ 37.90 3.8 $ — Vested and expected to vest after June 30, 2024 3,655 $ 34.88 4.7 $ — |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share ("EPS") (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings (Loss) Per Common Share ("EPS") | |
Reconciliation of Basic and Diluted Weighted Average Shares | TripCo Common Stock Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 number of shares in millions Basic WASO 77 77 77 76 Potentially dilutive shares (1) 1 1 1 2 Diluted WASO 78 78 78 78 (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) | 6 Months Ended |
Jun. 30, 2024 | |
Assets and Liabilities Measured at Fair Value | |
Schedule of assets and liabilities measured at fair value | June 30, 2024 December 31, 2023 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 $ 332 332 — 404 404 — Variable Prepaid Forward $ 13 — 13 6 — 6 TripCo Exchangeable Senior Debentures due 2051 $ 307 — 307 287 — 287 Preferred Stock Derivative $ 4 — 4 21 — 21 |
Schedule of realized and unrealized gains (losses) | Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Variable Prepaid Forward $ 18 6 6 3 TripCo Exchangeable Senior Debentures due 2051 (3) (5) (14) (15) Preferred Stock Derivative 38 14 17 19 $ 53 15 9 7 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Schedule of outstanding debt | June 30, December 31, 2024 2023 amounts in millions TripCo Exchangeable Senior Debentures due 2051 $ 307 287 TripCo variable prepaid forward 54 53 Tripadvisor Credit Facility — — Tripadvisor Senior Notes due 2025 500 500 Tripadvisor Convertible Senior Notes due 2026 345 345 Deferred financing costs (4) (5) Total consolidated TripCo debt 1,202 1,180 Debt classified as current (307) — Total long-term debt $ 895 1,180 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Information | |
Schedule of disaggregation of revenue | Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 Major Products/Revenue Sources: amounts in millions Brand Tripadvisor Tripadvisor-branded hotels $ 150 174 309 343 Media and advertising 41 42 73 72 Tripadvisor experiences and dining 48 50 84 83 Other 11 13 24 25 Total Brand Tripadvisor 250 279 490 523 Viator 244 216 385 331 TheFork 42 38 83 73 Intersegment eliminations (39) (39) (66) (62) Total Revenue $ 497 494 892 865 |
Schedule of contract balances | June 30, 2024 December 31, 2023 amounts in millions Accounts receivable $ 227 177 Contract assets 26 15 Total $ 253 192 |
Schedule of performance measures | Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 amounts in millions Brand Tripadvisor $ 84 96 161 168 Viator 10 (2) (18) (31) TheFork 3 (4) — (14) Corporate and eliminations (4) (3) (6) (6) Consolidated TripCo $ 93 87 137 117 |
Reconciliation of Adjusted OIBDA to operating income and earnings (loss) before income taxes | Three months ended Six months ended June 30, June 30, 2024 2023 2024 2023 amounts in millions Adjusted OIBDA $ 93 87 137 117 Stock-based compensation (34) (26) (62) (49) Depreciation and amortization (20) (21) (42) (42) Legal reserves and settlements (1) (4) — (14) — Restructuring and other related reorganization costs (2) — — (1) — Non-recurring expenses (3) (2) — (3) (3) Operating income (loss) 33 40 15 23 Interest expense (17) (17) (34) (33) Dividend and interest income 13 12 26 23 Realized and unrealized gains (losses), net 53 15 9 7 Other, net (1) (1) (4) (2) Earnings (loss) before income taxes $ 81 49 12 18 (1) See discussion in note 8 related to a $10 million potential regulatory matter. During the second quarter of 2024 Tripadvisor recorded a one-time charge of $4 million to general and administrative, including stock based compensation on the condensed consolidated statement of operations, resulting from legislation enacted in Canada during June 2024 related to digital services taxes, which requires retrospective application back to January 1, 2022. This amount represents the one-time retrospective liability for the periods prior to April 1, 2024, while the liability for the three months ended June 30, 2024 and all prospective periods are and will be included within Adjusted OIBDA. (2) During the third quarter of 2023, Tripadvisor initiated a restructuring and reduced global headcount. Tripadvisor expects the majority of remaining unpaid restructuring costs as of June 30, 2024 to be disbursed during 2024. (3) Tripadvisor expensed $2 million of transaction costs during the three months ended June 30, 2024 and $3 million of transaction costs during each of the six months ended June 30, 2024 and 2023, to selling, general and administrative, including stock-based compensation on the condensed consolidated statement of operations. Tripadvisor considers such costs to be non-recurring in nature . |
Basis of Presentation - Descrip
Basis of Presentation - Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 26, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Preferred Stock, Dividend Rate, Percentage | 8% | ||||
Short-Term Debt, Fair Value | $ 307 | $ 307 | |||
Series A Preferred Stock | |||||
Preferred Stock, Dividend Rate, Percentage | 8% | ||||
Redeemable preferred stock, par value | $ 0.01 | $ 0.01 | |||
Aggregate amount of redemption requirement | $ 260 | $ 260 | |||
Exchangeable Senior Debentures due 2051 | |||||
Interest rate | 0.50% | 0.50% | |||
Short-Term Debt, Fair Value | $ 307 | $ 307 | |||
Affiliated Entity | Liberty Media | |||||
Related Party Transaction, Amounts of Transaction | $ 1 | $ 1 | |||
Affiliated Entity | Liberty Media | CEO | |||||
CEO compensation allocation percentage | 5% | ||||
Affiliated Entity | Liberty Media | Maximum | |||||
Related Party Transaction, Amounts of Transaction | $ 1 | $ 1 |
Stock-Based Compensation - Trip
Stock-Based Compensation - TripCo Equity Awards (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 34 | $ 26 | $ 62 | $ 49 |
Operating expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 14 | 11 | 26 | 21 |
Selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 20 | 15 | $ 36 | 28 |
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 | $ 34 | $ 25 | $ 61 | $ 48 |
Stock-Based Compensation - Tr_2
Stock-Based Compensation - TripCo Outstanding Awards (Details) - 2019 Plan - USD ($) | 6 Months Ended | |
May 31, 2023 | Jun. 30, 2024 | |
Employee Stock Option | ||
Additional disclosures | ||
Unvested value not yet recognized | $ 486,000 | |
Weighted average period the unrecognized compensation cost will be recognized | 1 year | |
Amount of share reserve | 1,600,000 | |
Employee Stock Option | Series A | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted | 0 | |
Exercised | 0 | |
Cancelled | 0 | |
Outstanding ending balance | 1,035,000 | |
Options exercisable | 983,000 | |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $ 6.04 | |
Weighted average exercise price, options exercisable (in dollars per share) | $ 6.14 | |
Weighted average remaining contractual term outstanding | 2 years 10 months 24 days | |
Outstanding, aggregate intrinsic value | $ 0 | |
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 | 600,000 | |
Options exercisable | 600,000 | |
WAEP | ||
Weighted average exercise price, options outstanding (in dollars per share) | $ 4.23 | |
Weighted average remaining contractual term outstanding | 3 years 4 months 24 days | |
Outstanding, aggregate intrinsic value | $ 710,000 | |
Employee Stock Option | Series B | CEO | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Cancelled | 1,800,000 | |
WAEP | ||
Weighted average exercise price, options forfeited/cancelled (in dollars per share) | $ 27.83 | |
Performance Based RSUs | Series B | CEO | ||
Additional disclosures | ||
Cash awards | $ 875,000 | |
Vesting period | 1 year |
Stock-Based Compensation - Tr_3
Stock-Based Compensation - TripAdvisor Awards (Details) - TripAdvisor $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended |
Jun. 30, 2024 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 | 6,000 |
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) | $ 26.54 |
Weighted average grant date fair value, RSUs, MSUs and PSUs vested (in dollars per share) | 23.89 |
Weighted average grant date fair value, RSUs, MSUs and PSUs cancelled (in dollars per share) | $ 22.89 |
Unrecognized compensation cost, unvested RSUs, MSUs and PSUs | $ | $ 307 |
2011 and 2018 Plans | Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding beginning balance | shares | 3,927 |
Granted | shares | 42 |
Exercised | shares | (80) |
Cancelled or expired | shares | (234) |
Outstanding ending balance | shares | 3,655 |
Options exercisable | shares | 2,900 |
Vested and expected to vest | shares | 3,655 |
WAEP | |
Weighted average exercise price, options outstanding (in dollars per share) | $ 35.56 |
Weighted average exercise price, options granted (in dollars per share) | 25.50 |
Weighted average exercise price, options exercised (in dollars per share) | 24.36 |
Weighted average exercise price, options cancelled or expired (in dollars per share) | 48.13 |
Weighted average exercise price, options outstanding (in dollars per share) | 34.88 |
Weighted average exercise price, options exercisable (in dollars per share) | 37.90 |
Weighted average exercise price, vested and expected to vest (in dollars per share) | $ 34.88 |
Weighted average remaining contractual term outstanding | 4 years 8 months 12 days |
Weighted average remaining contractual term exercisable | 3 years 9 months 18 days |
Weighted average remaining contractual life vested and expected to vest | 4 years 8 months 12 days |
Additional disclosures | |
Weighted average grant date fair value, options (in dollars per share) | $ 13.64 |
Term of awards | 10 years |
Vesting period | 4 years |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share ("EPS") (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Denominator | ||||
Basic WASO (in shares) | 77 | 77 | 77 | 76 |
Potentially dilutive shares (in shares) | 1 | 1 | 1 | 2 |
Diluted WASO (in shares) | 78 | 78 | 78 | 78 |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive potential common shares | 1 | 1 | 1 | 2 |
Assets and Liabilities Measur_3
Assets and Liabilities Measured at Fair Value (Details) shares in Millions, $ in Millions | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Aug. 10, 2022 $ / item shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt fair value | $ 0 | $ 287 | |
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 | ||
Level 2 | Forward Contracts | Variable prepaid forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | $ 332 | $ 404 | |
Preferred Stock Derivative | 4 | 21 | |
Recurring | Exchangeable Senior Debentures due 2051 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt fair value | 307 | 287 | |
Recurring | Variable prepaid forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | 13 | 6 | |
Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 332 | 404 | |
Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Preferred Stock Derivative | 4 | 21 | |
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 | 307 | 287 | |
Recurring | Level 2 | Variable prepaid forward | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative asset | $ 13 | $ 6 |
Assets and Liabilities Measur_4
Assets and Liabilities Measured at Fair Value - Realized and Unrealized Gains (Losses) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gains (losses) on financial instruments, net | $ 53 | $ 15 | $ 9 | $ 7 |
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 | (3) | (5) | (14) | (15) |
Credit risk on fair value debt instruments gains (losses) | 7 | 4 | (6) | (7) |
Cumulative gain on assets | 23 | 23 | ||
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 | 18 | 6 | 6 | 3 |
Preferred Stock Derivative | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Realized and unrealized gains (losses) on financial instruments, net | $ 38 | $ 14 | $ 17 | $ 19 |
Debt - Outstanding debt (Detail
Debt - Outstanding debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Financing | ||
Deferred financing costs | $ (4) | $ (5) |
Total consolidated TripCo debt | 1,202 | 1,180 |
Debt classified as current | (307) | |
Total long-term debt | 895 | 1,180 |
Exchangeable Senior Debentures due 2051 | ||
Debt Financing | ||
Carrying amount of debt | 307 | 287 |
Variable prepaid forward | ||
Debt Financing | ||
Carrying amount of debt | 54 | 53 |
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 | 6 Months Ended | ||
Jun. 30, 2024 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 Variable Prepaid
Debt - TripCo Variable Prepaid Forward (Details) - Variable prepaid forward - Forward Contracts shares in Millions, $ in Millions | Jun. 30, 2024 USD ($) shares |
Debt Financing | |
Accreted loan total at maturity | $ 57 |
Value of common stock pledged as collateral. | $ 43 |
Asset Pledged as Collateral | |
Debt Financing | |
Investment Owned, Balance, Shares | shares | 2.4 |
Debt - TripAdvisor Credit Facil
Debt - TripAdvisor Credit Facilities (Details) - TripAdvisor $ in Millions | 12 Months Ended | ||||
Jul. 08, 2024 USD ($) | Jun. 29, 2023 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2015 USD ($) | |
Tripadvisor Credit Facility | |||||
Debt Financing | |||||
Total net leverage ratio | 4.5 | ||||
Tripadvisor Credit Facility | 2015 Credit Facility | |||||
Debt Financing | |||||
Credit facility threshold trading days prior to maturity | 91 days | ||||
Maximum borrowing capacity | $ 500 | ||||
Specific debt outstanding prior to maturity date | $ 200 | ||||
Borrowings outstanding on line of credit | $ 0 | $ 0 | |||
Letter of Credit | 2015 Credit Facility | |||||
Debt Financing | |||||
Maximum borrowing capacity | 15 | ||||
Outstanding letters of credit | $ 4 | 3 | |||
Same-day notice borrowings | 2015 Credit Facility | |||||
Debt Financing | |||||
Maximum borrowing capacity | $ 40 | ||||
Term Loan B Credit Facility due July 8, 2031 | Subsequent Event | |||||
Debt Financing | |||||
Aggregate principal amount | $ 500 | ||||
Investment, Variable Interest Rate, Type [Extensible Enumeration] | us-gaap:SecuredOvernightFinancingRateSofrMember | ||||
Margin | 2.75% | ||||
Debt instrument, redemption percentage | 99.75% | ||||
Percentage of aggregate principal required to be paid down each year | 1% | ||||
Tripadvisor Senior Notes due 2025 | Subsequent Event | |||||
Debt Financing | |||||
Senior notes redeemed | $ 500 | ||||
Interest rate | 7% |
Debt - Capped Call Transactions
Debt - Capped Call Transactions (Details) $ in Millions | Jun. 30, 2024 USD ($) |
TripAdvisor | Capped Call Transactions | |
Debt Instrument [Line Items] | |
Capped call transaction cost | $ 35 |
Debt - Fair Value of Debt (Deta
Debt - Fair Value of Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt fair value | $ 0 | $ 287 |
Tripadvisor Convertible Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.25% | |
TripAdvisor | Tripadvisor Senior Notes due 2025 | Level 2 | ||
Debt Instrument [Line Items] | ||
Long-term debt fair value | $ 502 | |
TripAdvisor | Tripadvisor Convertible Senior Notes due 2026 | Level 2 | ||
Debt Instrument [Line Items] | ||
Long-term debt fair value | $ 314 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) | 6 Months Ended | |||||
Apr. 06, 2021 USD ($) shares | Apr. 06, 2021 USD ($) shares | Mar. 29, 2021 USD ($) shares | Mar. 26, 2020 $ / shares shares | Jun. 30, 2024 USD ($) item shares | Dec. 31, 2023 shares | |
Shares issued price per share | $ / shares | $ 1,000 | |||||
Redeemable preferred stock, shares issued | shares | 325,000 | |||||
Redemption price per share | $ / shares | $ 1,000 | |||||
Dividend rate percentage | 8% | |||||
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 | |||||
Series A Preferred Stock | ||||||
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 authorized | shares | 187,414 | 187,414 | ||||
Redeemable preferred stock, shares issued | shares | 187,414 | 187,414 | ||||
Redeemable preferred stock, shares outstanding | shares | 187,414 | 187,414 | ||||
Dividend rate percentage | 8% | |||||
Series A Preferred Stock | Level 2 | ||||||
Debt host fair value | $ 254,000,000 | |||||
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) | 6 Months Ended | |
Jun. 30, 2024 Vote shares | Dec. 31, 2023 shares | |
Series A | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 1 | |
Common stock shares issued | shares | 73,084,484 | 73,066,321 |
Series B | ||
Class of Stock [Line Items] | ||
Number of votes | Vote | 10 | |
Common stock shares issued | shares | 4,232,532 | 4,057,532 |
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) - 2023 Stock Repurchase Program - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Sep. 07, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Equity, Class of Treasury Stock [Line Items] | |||
Shares repurchased | 1,366,385 | ||
Shares repurchased, average price per share | $ 18.28 | ||
Payment for shares repurchased | $ 25 | ||
TripAdvisor | |||
Equity, Class of Treasury Stock [Line Items] | |||
Stock repurchase program authorized amount | $ 250 | ||
Term of stock repurchase program | 2 years | ||
Shares repurchased | 4,724,729 | ||
Shares repurchased, average price per share | $ 15.85 | ||
Payment for shares repurchased | $ 75 | ||
Stock repurchase remaining amount authorized | $ 200 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | |||||||
Deferred income tax expense (benefit) | $ (9) | $ (11) | |||||
TripAdvisor | Accrued liabilities and other current liabilities | |||||||
Loss Contingencies [Line Items] | |||||||
Estimated potential settlement of a regulatory matter | $ 10 | 10 | |||||
TripAdvisor | IRS | Expedia | |||||||
Loss Contingencies [Line Items] | |||||||
Federal tax payment | $ 113 | ||||||
TripAdvisor | IRS | Tax Years 2009 Through 2011 | |||||||
Loss Contingencies [Line Items] | |||||||
Estimated range of income tax expense inclusive of interest | $ 31 | ||||||
Deferred income tax expense (benefit) | 24 | ||||||
Additional income tax expense as a discrete item, inclusive of interest | $ 55 | ||||||
TripAdvisor | IRS | Tax Years 2014 Through 2016 | |||||||
Loss Contingencies [Line Items] | |||||||
Deferred income tax expense (benefit) | $ 4 | ||||||
Estimated range of income tax expense inclusive of interest on settlement of 2014 to 2016 IRS audits assessment | 45 | $ 45 | |||||
Federal tax payment | 141 | ||||||
Unrecognized tax benefits | $ 153 | ||||||
Decrease in unrecognized tax benefits due to settlements with tax authorities | $ (79) | ||||||
TripAdvisor | IRS | Tax Years 2014 Through 2016 | Minimum | |||||||
Loss Contingencies [Line Items] | |||||||
Estimated net cash inflows | 25 | ||||||
TripAdvisor | IRS | Tax Years 2014 Through 2016 | Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Estimated net cash inflows | $ 35 |
Segment Information - Performan
Segment Information - Performance Measures and Other Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | |
Segments | ||||
Number of reportable segments | segment | 3 | |||
Revenue | $ 497 | $ 494 | $ 892 | $ 865 |
Operating Segments | Brand Tripadvisor | ||||
Segments | ||||
Revenue | 250 | 279 | 490 | 523 |
Operating Segments | Brand Tripadvisor | Tripadvisor-branded hotels | ||||
Segments | ||||
Revenue | 150 | 174 | 309 | 343 |
Operating Segments | Brand Tripadvisor | Media and advertising | ||||
Segments | ||||
Revenue | 41 | 42 | 73 | 72 |
Operating Segments | Brand Tripadvisor | Tripadvisor experiences and dining | ||||
Segments | ||||
Revenue | 48 | 50 | 84 | 83 |
Operating Segments | Brand Tripadvisor | Other | ||||
Segments | ||||
Revenue | 11 | 13 | 24 | 25 |
Operating Segments | Viator | ||||
Segments | ||||
Revenue | 244 | 216 | 385 | 331 |
Operating Segments | TheFork | ||||
Segments | ||||
Revenue | 42 | 38 | 83 | 73 |
Intersegment eliminations | ||||
Segments | ||||
Revenue | $ (39) | $ (39) | $ (66) | $ (62) |
Segment Information - Contract
Segment Information - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jan. 01, 2024 | Dec. 31, 2023 | Jan. 01, 2023 | |
Accounts receivable | $ 227 | $ 227 | $ 177 | ||||
Contract assets | 26 | 26 | 15 | ||||
Total | 253 | 253 | $ 192 | ||||
TripAdvisor | |||||||
Deferred revenue | $ 49 | $ 44 | |||||
Contract with customer revenue recognized | 10 | $ 8 | 38 | $ 36 | |||
Reversal of revenue recognized due to cancellation by travelers | $ 1 | $ 3 | $ 1 | $ 3 |
Segment Information - Adjusted
Segment Information - Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | $ 93 | $ 87 | $ 137 | $ 117 |
Corporate and eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | (4) | (3) | (6) | (6) |
Brand Tripadvisor | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | 84 | 96 | 161 | 168 |
Viator | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | 10 | (2) | $ (18) | (31) |
TheFork | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Oibda | $ 3 | $ (4) | $ (14) |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted OIBDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Reconciliation | ||||
Adjusted OIBDA | $ 93 | $ 87 | $ 137 | $ 117 |
Stock-based compensation | (34) | (26) | (62) | (49) |
Depreciation and amortization | (20) | (21) | (42) | (42) |
Legal reserves and settlements | (4) | (14) | ||
Restructuring and other related reorganization costs | (1) | |||
Non-recurring expenses | (2) | (3) | (3) | |
Operating income (loss) | 33 | 40 | 15 | 23 |
Interest expense | (17) | (17) | (34) | (33) |
Dividend and interest income | 13 | 12 | 26 | 23 |
Realized and unrealized gains (losses) on financial instruments, net | 53 | 15 | 9 | 7 |
Other, net | (1) | (1) | (4) | (2) |
Earnings (loss) before income taxes | 81 | 49 | 12 | 18 |
Capitalized transaction costs | 2 | 3 | ||
TripAdvisor | ||||
Reconciliation | ||||
Stock-based compensation | (34) | $ (25) | (61) | $ (48) |
Regulatory matter settlement expense | $ 10 | |||
Digital services taxes | $ 4 |