Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TRIPADVISOR, INC. | |
Trading Symbol | TRIP | |
Entity Central Index Key | 0001526520 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-35362 | |
Entity Tax Identification Number | 80-0743202 | |
Entity Address, Address Line One | 400 1st Avenue | |
Entity Address, City or Town | Needham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02494 | |
City Area Code | 781 | |
Local Phone Number | 800-5000 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock, Unclassified | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 121,391,809 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,799,999 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Income Statement [Abstract] | |||
Revenue (Note 3) | [1] | $ 278 | $ 376 |
Costs and expenses: | |||
Cost of revenue | [2] | 19 | 21 |
Selling and marketing | [3] | 129 | 178 |
Technology and content | [3] | 73 | 73 |
General and administrative | [3] | 52 | 42 |
Depreciation | 25 | 23 | |
Amortization of intangible assets | 7 | 8 | |
Total costs and expenses: | 305 | 345 | |
Operating income (loss) | (27) | 31 | |
Other income (expense): | |||
Interest expense | (2) | (2) | |
Interest income | 1 | 4 | |
Other income (expense), net | 1 | ||
Total other income (expense), net | 2 | ||
Income (loss) before income taxes | (27) | 33 | |
(Provision) benefit for income taxes (Note 9) | 11 | (7) | |
Net income (loss) | $ (16) | $ 26 | |
Earnings (loss) per share attributable to common stockholders (Note 4): | |||
Basic | $ (0.12) | $ 0.19 | |
Diluted | $ (0.12) | $ 0.18 | |
Weighted average common shares outstanding (Note 4): | |||
Basic | 136,240 | 138,417 | |
Diluted | 136,240 | 141,269 | |
[1] | Our revenue is recognized primarily at a point in time for all reported segments. | ||
[2] | Excludes amortization as follows: | ||
[3] | Includes stock-based compensation expense as follows (Note 5): |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Costs and expenses: | ||
Amortization of intangible assets | $ 7 | $ 8 |
Depreciation | 25 | 23 |
Amortization adjustment | 18 | 18 |
Stock-based compensation: | ||
Stock-based compensation | 26 | 27 |
Selling and Marketing | ||
Stock-based compensation: | ||
Stock-based compensation | 4 | 5 |
Technology and Content | ||
Stock-based compensation: | ||
Stock-based compensation | 11 | 12 |
General and Administrative | ||
Stock-based compensation: | ||
Stock-based compensation | 11 | 10 |
Acquired Technology | ||
Costs and expenses: | ||
Amortization of intangible assets | 1 | 2 |
Website Development Costs | ||
Costs and expenses: | ||
Depreciation | $ 17 | $ 16 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ (16) | $ 26 | |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments, net of tax | [1] | (17) | (2) |
Total other comprehensive loss, net of tax | (17) | (2) | |
Comprehensive income (loss) | $ (33) | $ 24 | |
[1] | The deferred income tax liability related to foreign currency translation adjustments is not material. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents (Note 6) | $ 798 | $ 319 |
Accounts receivable and contract assets, net of allowance for doubtful accounts of $25 and $25, respectively (Note 2, Note 3) | 159 | 183 |
Income taxes receivable | 26 | 4 |
Prepaid expenses and other current assets | 29 | 27 |
Total current assets | 1,012 | 533 |
Property and equipment, net of accumulated depreciation of $338 and $319, respectively | 268 | 270 |
Operating lease right-of-use assets | 67 | 74 |
Intangible assets, net of accumulated amortization of $176 and $173, respectively | 101 | 110 |
Goodwill (Note 7) | 826 | 840 |
Deferred income taxes, net | 7 | 7 |
Non-marketable investments (Note 6) | 54 | 55 |
Other long-term assets | 92 | 95 |
TOTAL ASSETS | 2,427 | 1,984 |
Current liabilities: | ||
Accounts payable | 34 | 11 |
Deferred merchant payables | 71 | 159 |
Deferred revenue (Note 3) | 60 | 62 |
Accrued expenses and other current liabilities (Note 10) | 146 | 203 |
Total current liabilities | 311 | 435 |
Long-term debt (Note 8) | 700 | |
Deferred income taxes, net | 16 | 8 |
Other long-term liabilities | 373 | 380 |
Total Liabilities | 1,400 | 823 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: (Note 12) | ||
Preferred stock, $0.001 par value Authorized shares: 100,000,000 Shares issued and outstanding: 0 and 0 | ||
Additional paid-in capital | 1,167 | 1,150 |
Retained earnings | 662 | 681 |
Accumulated other comprehensive income (loss) | (80) | (63) |
Treasury stock-common stock, at cost, 18,823,984 and 14,116,534 shares, respectively | (722) | (607) |
Total Stockholders’ Equity | 1,027 | 1,161 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,427 | $ 1,984 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 25 | $ 25 |
Property and equipment, net, accumulated depreciation | 338 | 319 |
Intangible assets, accumulated amortization | $ 176 | $ 173 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,600,000,000 | 1,600,000,000 |
Common stock, shares issued | 140,109,681 | 138,698,307 |
Common stock, shares outstanding | 121,285,697 | 124,581,773 |
Treasury stock, shares | 18,823,984 | 14,116,534 |
Class B Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 12,799,999 | 12,799,999 |
Common stock, shares outstanding | 12,799,999 | 12,799,999 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Millions | Total | Class B Common Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance at Dec. 31, 2018 | $ 1,471 | $ 1,037 | $ 1,043 | $ (62) | $ (547) | ||
Beginning balance, shares at Dec. 31, 2018 | 12,799,999 | 137,158,010 | (12,056,688) | ||||
Net income (loss) | 26 | 26 | |||||
Cumulative effect adjustment from adoption of new accounting guidance | 3 | 3 | |||||
Other comprehensive loss | $ (2) | (2) | |||||
Issuance of common stock related to exercises of options and vesting of RSUs, shares | 1,098,620 | ||||||
Repurchase of common stock, shares | 0 | ||||||
Withholding taxes on net share settlements of equity awards | $ (23) | (23) | |||||
Stock-based compensation | 32 | 32 | |||||
Ending balance at Mar. 31, 2019 | 1,507 | 1,046 | 1,072 | (64) | $ (547) | ||
Ending balance, shares at Mar. 31, 2019 | 12,799,999 | 138,256,630 | (12,056,688) | ||||
Beginning balance at Dec. 31, 2019 | $ 1,161 | 1,150 | 681 | (63) | $ (607) | ||
Beginning balance, shares at Dec. 31, 2019 | 124,581,773 | 12,799,999 | 138,698,307 | (14,116,534) | |||
Net income (loss) | $ (16) | (16) | |||||
Cumulative effect adjustment from adoption of new accounting guidance | (3) | (3) | |||||
Other comprehensive loss | (17) | (17) | |||||
Issuance of common stock related to exercises of options and vesting of RSUs, shares | 1,411,374 | ||||||
Repurchase of common stock (Note 12) | $ (115) | $ (115) | |||||
Repurchase of common stock, shares | (4,707,450) | (4,707,450) | |||||
Withholding taxes on net share settlements of equity awards | $ (14) | (14) | |||||
Stock-based compensation | 31 | 31 | |||||
Ending balance at Mar. 31, 2020 | $ 1,027 | $ 1,167 | $ 662 | $ (80) | $ (722) | ||
Ending balance, shares at Mar. 31, 2020 | 121,285,697 | 12,799,999 | 140,109,681 | (18,823,984) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net income (loss) | $ (16) | $ 26 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation of property and equipment, including amortization of internal-use software and website development | 25 | 23 |
Amortization of intangible assets | 7 | 8 |
Stock-based compensation expense | 26 | 27 |
Deferred income tax expense (benefit) and other, net | 12 | 14 |
Changes in operating assets and liabilities, net of effects from acquisitions and other investments: | ||
Accounts receivable and contract assets, prepaid expenses and other assets | 14 | (27) |
Accounts payable, accrued expenses and other liabilities | (21) | (18) |
Deferred merchant payables | (86) | 99 |
Income tax receivables/payables, net | (30) | (8) |
Deferred revenue | (1) | 38 |
Net cash provided by (used in) operating activities | (70) | 182 |
Investing activities: | ||
Capital expenditures, including internal-use software and website development | (20) | (17) |
Purchases of marketable securities | (40) | |
Maturities of marketable securities | 15 | |
Net cash used in investing activities | (20) | (42) |
Financing activities: | ||
Repurchase of common stock (Note 12) | (115) | |
Payment of withholding taxes on net share settlements of equity awards | (14) | (23) |
Payments of finance lease obligation | (1) | (1) |
Net cash provided by (used in) financing activities | 570 | (24) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1) | |
Net increase in cash, cash equivalents and restricted cash | 479 | 116 |
Cash, cash equivalents and restricted cash at beginning of period | 319 | 655 |
Cash, cash equivalents and restricted cash at end of period | 798 | $ 771 |
2015 Credit Facility | ||
Financing activities: | ||
Proceeds from credit facility | $ 700 |
Business Description and Basis
Business Description and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | NOTE 1: BUSINESS DESCRIPTION AND BASIS OF PRESENTATION We refer to Tripadvisor, Inc. and our wholly-owned subsidiaries as “Tripadvisor”, “the Company”, “us”, “we” and “our” in these notes to the unaudited condensed consolidated financial statements. Description of Business Tripadvisor is a leading online travel company and our mission is to help people around the world plan, book and experience the perfect trip. We operate a global travel platform that connects the world’s largest audience of prospective travelers with travel partners through rich content, price comparison tools, and online reservation and related services for destinations, accommodations, travel activities and experiences, and restaurants . Under our flagship brand, Tripadvisor, we launched www.Tripadvisor.com in the U.S. in 2000. Since then, we have launched localized versions of the Tripadvisor website in 48 Tripadvisor’s rich content and engaged community attract the world’s largest travel audience, based on monthly unique visitors, including 463 million average monthly unique visitors in the third quarter of 2019 during the peak summer travel season . In addition to the flagship Tripadvisor brand, we own and operate a portfolio of travel media brands and businesses, operating under various websites, including the following: www.airfarewatchdog.com, www.bokun.io, www.bookingbuddy.com, www.cruisecritic.com, www.familyvacationcritic.com, www.flipkey.com, www.thefork.com (including www.lafourchette.com, www.eltenedor.com, and www.bookatable.co.uk), www.holidaylettings.co.uk, www.holidaywatchdog.com, www.housetrip.com, www.jetsetter.com, www.niumba.com, www.onetime.com, www.oyster.com, www.seatguru.com, www.singleplatform.com, www.smartertravel.com, www.vacationhomerentals.com, and www.viator.com. Basis of Presentation The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. As of March 31, 2020, Liberty TripAdvisor Holdings, Inc. (“LTRIP”) beneficially owned approximately 18.2 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute 15.0% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own 23.1% of the outstanding common stock. Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share , LTRIP may be deemed to beneficially own equity securities representing % of our voting power. Accounting Estimates We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements include: (i) recognition and recoverability of goodwill, definite-lived intangibles and other long-lived assets; and (ii) accounting for income taxes. Risks and Uncertainties In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and on March 11, 2020 was declared a global pandemic. We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The impact of COVID-19 has caused material declines in demand within the travel, hospitality, restaurant and leisure industry concurrent with travel bans and increased governmental restrictions and mandates globally that has dampened consumer demand for our products and services, which has adversely and materially affected our business, results of operations and financial condition. We believe the travel industry and our business will continue to be adversely and materially affected while travel bans and other government restrictions and mandates remain in place. However, the extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as the response to the pandemic is ongoing, information is rapidly evolving, and the duration and severity of the pandemic are also uncertain and cannot be predicted. In addition, we do not have visibility into when these bans will be lifted, nor do we have visibility into the changes to consumer usage patterns on our platform or travel behavior patterns when travel bans and other government restrictions and mandates are lifted. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic disruption could have a material adverse effect on our business as consumers reduce their discretionary spending. Policymakers around the globe have responded with fiscal policy actions to support certain areas of the travel industry and economy as a whole. The magnitude and overall effectiveness of these actions remains uncertain. The Company's future results of operations and liquidity could also be adversely impacted by delays in payments of outstanding accounts receivable amounts beyond normal payment terms, travel supplier and restaurant insolvencies, and the impact of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by the Company and its customers. As of the date of issuance of these unaudited condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations in the future is uncertain. Seasonality Consumers’ travel expenditures follow a seasonal pattern. Correspondingly, travel partners’ advertising investments, and therefore our revenue and profits, also follow a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points. Significant shifts in our business mix or adverse economic conditions, including the impact of COVID-19, could result in future seasonal patterns that are different from historical trends. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies With the exception of the change for the accounting of credit losses as a result of adopting ASC 326 – Financial Instruments – Credit Losses Significant Accounting Policies Recently Adopted Credit Losses In June 2016, the FASB issued new accounting guidance which replaces the incurred loss impairment model with an expected loss methodology on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable and available-for-sale debt securities. For financial assets measured at amortized cost, this new guidance requires an entity to: (1) estimate its lifetime expected credit losses upon recognition of the financial assets and establish an allowance to present the net amount expected to be collected; (2) recognize this allowance and changes in the allowance during subsequent periods through net income; and (3) consider relevant information about past events, current conditions and reasonable and supportable forecasts in assessing the lifetime expected credit losses. For available-for-sale debt securities, this new guidance made several targeted amendments to the existing other-than-temporary impairment model, including: (1) requiring disclosure of the allowance for credit losses; (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell, is more-likely-than-not required to sell the securities or the maturity of the securities; (3) limiting impairment to the difference between the amortized cost basis and fair value; and (4) not allowing entities to consider the length of time that fair value has been less than amortized cost as a factor in evaluating whether a credit loss exists. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company adopted ASC 326 on January 1, 2020, using a modified retrospective transition method for all financial assets measured at amortized cost, which requires a cumulative-effect adjustment of initial application, if any, to be recognized on the date of adoption. The cumulative-effect adjustment recorded by the Company on January 1, 2020 to retained earnings on its unaudited condensed consolidated balance sheet was $3 million. Financial results for reporting periods beginning after January 1, 2020, are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous GAAP. During the three months ended March 31, 2020, the impact of adopting the expected credit loss model was not material to the Company. Credit loss estimates on accounts receivable are recorded in general and administrative expenses on our unaudited condensed consolidated statement of operations. Credit loss estimates on available-for-sale debt securities are recorded in interest expense on our unaudited condensed consolidated statement of operations. The Company has updated its significant accounting policies as described below as of January 1, 2020. Accounts Receivable and Allowance for Doubtful Accounts. The Company historically recorded an allowance for doubtful accounts using the incurred loss model. Upon adoption of ASC 326, the Company transitioned to the “expected credit loss” methodology in estimating its allowance for doubtful accounts. We apply the “expected credit loss” methodology by first assessing our historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and we have concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. We recognize a greater allowance for doubtful accounts on the accounts receivable due from those customers in the lower credit tranche, as determined by the Company. When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses. The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, including the economic impact to our customers associated with COVID-19, or other customer-specific factors. Available-for-sale debt securities. The Company's investment portfolio at any point in time may contain investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, cash and term deposits, and money market funds. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of March 31, 2020, the Company had no available-for-sale-debt securities . |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | NOTE 3: REVENUE RECOGNITION We generate all of our revenue from contracts with customers. We recognize revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. When we act as an agent in the transaction, we recognize revenue for only our commission on the arrangement. We determine revenue recognition through the following steps: (1) Identification of the contract, or contracts, with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, we satisfy a performance obligation At contract inception, we assess the services promised in our contracts with customers and identify a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, we consider all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. We have provided qualitative information about our performance obligations for our principal revenue streams discussed below. There was no significant revenue recognized in the three months ended March 31, 2020 and 2019 related to performance obligations satisfied in prior periods, respectively. We have applied a practical expedient and do not disclose the value of unsatisfied performance obligations that have an original expected duration of less than one year, and we do not have any material unsatisfied performance obligations over one year. The value related to our remaining or partially satisfied performance obligations relates to subscription services that are satisfied over time or services that are recognized at a point in time, but not yet achieved. Our timing of services, invoicing and payments are discussed in more detail below and do not include a significant financing component. Our customer invoices are generally due 30 days from the time of invoicing. The application of our revenue recognition policies and a description of our principal activities, organized by segment, from which we generate our revenue, are presented below. Hotels, Media & Platform Segment Tripadvisor-branded Hotels Revenue . Our largest source of Hotels, Media & Platform segment revenue is generated from click-based advertising on Tripadvisor-branded websites, which is primarily comprised of contextually-relevant booking links to our travel partners’ websites. Our click-based travel partners are predominantly OTAs and direct suppliers in the hotel category. Click-based advertising is generally priced on a cost-per-click, or “CPC”, basis, with payments from travel partners determined by the number of travelers who click on a link multiplied by the CPC rate for each specific click. CPC rates are determined in a dynamic, competitive auction process, also known as our hotel metasearch auction, where our travel partner CPC bids for rates and availability to be listed on our site are submitted. When a CPC bid is submitted, the partner agrees to pay us the bid amount each time a traveler clicks on the link to that partner’s websites. Bids can be submitted periodically – as often as daily – on a property-by-property basis. We record click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner websites as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service. In addition, we offer subscription-based advertising to hotel partners, owners of B&Bs and other specialty lodging properties. Our performance obligation is generally to enable subscribers to advertise their businesses on our website, as well as to manage and promote their website URL, email address, phone number, special offers and other information related to their business. Subscription-based advertising services are predominantly sold for a flat fee for a contracted period of time of one year or less and revenue is recognized on a straight-line basis over the period of the subscription service as efforts are expended evenly throughout the contract period. Subscription-based advertising services are generally billed at the inception of the service. When prepayments are received, we recognize deferred revenue for the amount of prepayment in excess of revenue recognized until the performance obligation is satisfied. We also offer travel partners the opportunity to advertise and promote their business through hotel sponsored placements on our websites. This service is generally priced on a CPC basis, with payments from travel partners determined by the number of travelers who click on the sponsored link multiplied by the CPC rate for each specific click. CPC rates for hotel sponsored placements that our travel partners pay are based on a pre-determined contractual rate. We record this click-based advertising revenue as the click occurs and traveler leads are sent to the travel partner as our performance obligation is fulfilled at that time. Hotel sponsored placements revenue is generally billed to our travel partners on a monthly basis consistent with the timing of the service. To a lesser extent, we generate transaction revenue from our hotel instant booking feature, which enables hotel shoppers to book directly with a travel partner, with the latter serving as the merchant of record for the transaction, without leaving our website. We earn a commission from our travel partners for each traveler that completes a hotel reservation on our website based on a pre- determined contractual commission rate. Our hotel instant booking revenue includes (i) arrangements where commissions are billable on all instant booking hotel reservations; and (ii) arrangements where the commissions are billable only upon the completion of each traveler’s stay resulting from the reservation. The travel partners provide the service to the travelers and we act as an agent under ASC 606. Our performance obligation in both arrangements is complete at the time of the booking and the commission earned is recognized upon booking, as we have no post-booking service obligations. The amount of revenue recognized for commissions that are billable contingent upon a traveler stay requires an estimate of the impact of cancellations using historical cancellation rates. Contract assets are recognized at the time of booking for commissions that are billable at the time of stay. Tripadvisor-branded Display and Platform Revenue . We offer travel partners the ability to promote their brands through display-based advertising placements on our websites across all of our segments and business units. Our display-based advertising clients are predominantly direct suppliers of hotels, airlines and cruises, as well as destination marketing organizations. We also sell display-based advertising to OTAs and other travel related businesses, as well as advertisers from non-travel categories. Display-based advertising is sold predominantly on a cost per thousand impressions, or CPM, basis. The performance obligation in our display-based advertising arrangements is to display a number of advertising impressions on our websites and we recognize revenue for impressions as they are delivered. Services are generally billed monthly. We have applied the practical expedient to measure progress toward completion, as we have the right to invoice the customer in an amount that directly corresponds with the value to the customer of our performance to date, which is measured based on impressions delivered. Experiences & Dining Segment We provide information and services that allow consumers to research and book activities and attractions in popular travel destinations both through Viator, our dedicated Experiences offering, and on our Tripadvisor website and mobile apps. We also power travel activities and experiences booking capabilities to consumers on affiliate partner websites, including some of the world’s top airlines, hotel chains, and online and offline travel agencies. We work with local tour or travel activities/experiences operators (“the supplier”) to provide consumers the ability to book tours, activities and experiences (“the activity”) in popular destinations worldwide. We generate commissions for each booking transaction we facilitate through our online reservation system. We provide post-booking service to the customer until the time of the activity, which is the completion of the performance obligation. Revenue is recognized at the time that the activity occurs. We generally do not control the activity before the We do not control the service and act as an agent for these transactions under ASC 606. We also provide information and services for consumers to research and book restaurants in popular travel destinations through our dedicated restaurant reservations offering, TheFork, and on our Tripadvisor-branded websites and mobile apps. TheFork is an online restaurant booking platform operating on a number of websites (including www.thefork.com, www.lafourchette.com, www.eltenedor.com, and www.bookatable.co.uk subscription-based advertising to restaurants, occurs and diner leads are sent to the restaurant partner as our performance obligation is fulfilled at that time. Click-based revenue is generally billed to our restaurant partners on a monthly basis consistent with the timing of the service. Other We provide information and services that allow travelers to research and book vacation and short-term rental properties, including full homes, condominiums, villas, beach properties, cabins and cottages. Our Rentals offering generates revenue primarily by offering individual property owners and managers the ability to list their properties on our websites and mobile apps thereby connecting with travelers through a free-to-list, commission-based option or, to a lesser extent, by an annual subscription-based fee structure. These properties are listed on www.flipkey.com, www.holidaylettings.co.uk, www.housetrip.com, www.niumba.com, and www.vacationhomerentals.com, and on our Tripadvisor-branded websites and mobile apps. We earn commissions associated with rental transactions through our free-to-list model from both the traveler, and the property owner or manager. We provide post-booking service to the travelers, property owners and managers until the time the rental commences, which is the time the performance obligation is completed. Revenue from transaction fees is recognized at the time that the rental commences. We act as an agent, under ASC 606, in the transactions as we do not control any properties before the property owner provides the accommodation to the traveler and do not have inventory risk. In addition, We disaggregate revenue from contracts with customers into major products/revenue sources. We have 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. As noted in “Note 13: Segment Information, (1) Hotels, Media & Platform; and (2) Experiences & Dining Three months ended March 31, 2020 2019 Major products/revenue sources (1): (in millions) Hotels, Media & Platform Tripadvisor-branded hotels $ 137 $ 216 Tripadvisor-branded display and platform 32 38 Total Hotels, Media & Platform 169 254 Experiences & Dining 83 80 Other (2) 26 42 Total Revenue $ 278 $ 376 (1) Our revenue is recognized primarily at a point in time for all reported segments. (2) Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment The following table provides information about the opening and closing balances of accounts receivable and contract assets from contracts with customers (in millions): March 31, 2020 December 31, 2019 Accounts receivable 154 176 Contract assets 5 7 Total $ 159 $ 183 Accounts receivable are recognized when the right to consideration becomes unconditional. Contract assets are rights to consideration in exchange for services that we have 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 we present as deferred revenue on our consolidated balance sheets. As of January 1, 2020 and 2019, we had $62 million and $63 million, respectively, recorded as deferred revenue on our unaudited condensed consolidated balance sheet, of which $32 million and $34 million, respectively, was recognized in revenue and $6 million and $1 million, respectively, was refunded due to cancellations by travelers during the three months ended March 31, 2020 and 2019, respectively. The difference between the opening and closing balances of our deferred revenue primarily results from the timing differences between when we receive customer payments and the time in which we satisfy our performance obligations. The difference between the opening and closing balances of our contract assets primarily results from the timing difference between when we satisfy our performance obligations and the time when the principal completes the service in the transaction. There were no significant changes in contract assets or deferred revenue during the three months ended March 31, 2020 and 2019 related to business combinations, impairments, cumulative catch-ups or other material adjustments. However, to the extent the COVID-19 pandemic continues, we may incur significant and unanticipated cancellations, re-bookings and similar matters from our customers related to future travel, accommodations and tour bookings, which had been reserved by travelers in the pre-COVID-19 timeframe and recorded as deferred revenue on our consolidated balance sheet as of March 31, 2020 and December 31, 2019 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 4: EARNINGS PER SHARE Basic Earnings Per Share Attributable to Common Stockholders We compute basic earnings per share, or Basic EPS, by dividing net income by the weighted average number of common shares outstanding during the period. We compute the weighted average number of common shares outstanding during the reporting period using the total of common stock and Class B common stock outstanding as of the last day of the previous year end reporting period plus the weighted average of any additional shares issued and outstanding less the weighted average of any common shares repurchased during the reporting period. Diluted Earnings Per Share Attributable to Common Stockholders Diluted earnings per share, or Diluted EPS, includes the potential dilution of common equivalent shares outstanding that could occur from stock-based awards and other stock-based commitments using the treasury stock method. We compute Diluted EPS by dividing net income (loss) by the sum of the weighted average number of common and common equivalent shares outstanding during the period. We computed the weighted average number of common and common equivalent shares outstanding during the period using the sum of (i) the number of shares of common stock and Class B common stock used in the Basic EPS calculation as indicated above; and (ii) if dilutive, the incremental weighted average common stock that we would issue upon the assumed exercise of outstanding common equivalent shares, primarily related to stock options and the vesting of restricted stock units using the treasury stock method; and (iii) if dilutive, performance-based and market-based awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. Under the treasury stock method, the assumed proceeds calculation includes the actual proceeds to be received from the employee upon exercise of outstanding equity awards and the average unrecognized compensation cost during the period. The treasury stock method assumes that a company uses the proceeds from the exercise of an equity award to repurchase common stock at the average market price for the reporting period. In periods of a net loss, common equivalent shares are excluded from the calculation of Diluted EPS as their inclusion would have an antidilutive effect. Accordingly, for periods in which we report a net loss, such as for the three months ended March 31, 2020, Diluted EPS is the same as Basic EPS, since dilutive common equivalent shares are not assumed to have been issued if their effect is antidilutive. Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS (shares in thousands and dollars in millions, except per share amounts) for the periods presented: Three months ended March 31, 2020 2019 Numerator: Net income (loss) $ (16 ) $ 26 Denominator: Weighted average shares used to compute Basic EPS 136,240 138,417 Weighted average effect of dilutive securities: Stock options - 405 RSUs/MSUs - 2,447 Weighted average shares used to compute Diluted EPS 136,240 141,269 Basic EPS $ (0.12 ) $ 0.19 Diluted EPS $ (0.12 ) $ 0.18 Potential common shares, consisting of outstanding stock options, service and performance-based restricted stock units (“RSUs”) and market-based restricted stock units (“MSUs”), totaling approximately 17.0 million shares and 3.5 million shares for the three months ended March 31, 2020 and 2019, respectively, have been excluded from the calculation of Diluted EPS because their effect would have been antidilutive. In addition, potential common shares of approximately 0.8 million shares and 0.5 million shares for three months ended March 31, 2020 and 2019, respectively, for which all targets required to trigger vesting had not been achieved, were excluded from the calculation of weighted average shares used to compute Diluted EPS. The earnings per share amounts are the same for common stock and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. In addition, our non-vested RSUs are entitled to dividend equivalents, which will be payable to the holder subject to, and upon vesting of, the underlying awards and are therefore forfeitable. Given such dividend equivalents are forfeitable, we do not consider them to be participating securities and, consequently, they are not subject to the two‑class method of determining earnings per share. |
Stock Based Awards and Other Eq
Stock Based Awards and Other Equity Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Awards and Other Equity Instruments | NOTE 5: STOCK BASED AWARDS AND OTHER EQUITY INSTRUMENTS Stock-Based Compensation Expense The following table presents the amount of stock-based compensation expense related to stock-based awards on our unaudited condensed consolidated statements of operations during the periods presented: Three months ended March 31, 2020 2019 (in millions) Selling and marketing $ 4 $ 5 Technology and content 11 12 General and administrative 11 10 Total stock-based compensation 26 27 Income tax benefit from stock-based compensation (6 ) (6 ) Total stock-based compensation, net of tax effect $ 20 $ 21 We capitalized $4 million of stock-based compensation expense as internal-use software and website development costs during both the three months ended March 31, 2020 and 2019, respectively. Stock-Based Award Activity and Valuation 2020 Stock Option Activity A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, during the three months ended March 31, 2020, is presented below: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Per Contractual Intrinsic Outstanding Share Life Value (in thousands) (in years) (in millions) Options outstanding at December 31, 2019 6,017 $ 50.27 Granted 1,046 25.73 Exercised (1 ) 18.05 Cancelled or expired (120 ) 45.35 Options outstanding at March 31, 2020 6,942 $ 46.67 6.1 $ - Exercisable as of March 31, 2020 3,808 $ 55.99 4.1 $ - Vested and expected to vest after March 31, 2020 (1) 6,942 $ 46.67 6.1 $ - ( 1 ) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. Aggregate intrinsic value represents the difference between the closing stock price of our common stock and the exercise price of outstanding, in-the-money options. Our closing stock price as reported on Nasdaq as of March 31, 2020 was $17.39. The total intrinsic value of stock options exercised for the three months ended March 31, 2020 and March 31, 2019, was not material and $1 million, respectively. The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented: Three months ended March 31, 2020 2019 Risk free interest rate 1.18 % 2.47 % Expected term (in years) 5.30 5.19 Expected volatility 42.64 % 42.51 % Expected dividend yield — % — % Weighted-average grant date fair value $ 10.18 $ 22.32 The total fair value of stock options vested was $8 million for both the three months ended March 31, 2020 and 2019, respectively. 20 20 RSU Activity A summary of our RSU activity during the three months ended March 31, 2020 is presented below: Weighted Average Grant- Aggregate RSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested RSUs outstanding as of December 31, 2019 8,469 $ 45.42 Granted 4,439 25.71 Vested and released (1) (1,956 ) 48.71 Cancelled (538 ) 39.16 Unvested RSUs outstanding as of March 31, 2020 10,414 $ 36.34 $ 181 (1) Inclusive of 490,126 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows. During the three months ended March 31, 2020, the Company reversed $3 million of previously recorded stock-based compensation expense related to certain performance-based RSUs. As of March 31, 2020, the Company concluded that performance metrics required to be met in order for these awards to fully vest were no longer expected to be achievable, due to COVID-19’s impact on our business. A summary of our MSU activity during the three months ended March 31, 2020 is presented below: Weighted Average Grant- Aggregate MSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested MSUs outstanding as of December 31, 2019 389 $ 40.99 Granted (1) 133 28.15 Vested and released ― ― Cancelled ― ― Unvested MSUs outstanding as of March 31, 2020 522 $ 37.71 $ 9 (1) MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan. A Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices and TSR of the Company and the Nasdaq Composite Total Return Index over the performance period, was used to calculate the grant-date fair value of our MSU awards. The estimated grant-date fair value of these awards is being amortized on a straight-line basis over the requisite service period through December 31, 2022. Total current income tax benefits associated with the exercise or settlement of Tripadvisor stock-based awards held by our employees was $12 million and $18 million during the three months ended March 31, 2020 and 2019, respectively. Unrecognized Stock-Based Compensation A summary of our remaining unrecognized stock-based compensation expense and the weighted average remaining amortization period at March 31, 2020 related to our non-vested equity awards is presented below (in millions, except in years information): Stock Options RSUs/MSUs Unrecognized compensation expense $ 36 $ 311 Weighted average period remaining (in years) 2.8 2.9 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Investments All Other Investments [Abstract] | |
Financial Instruments and Fair Value Measurements | NOTE 6: FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS 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—Valuations are based on quoted market prices for identical assets and liabilities in active markets. Level 2—Valuations are based on observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3—Valuations are based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Cash Equivalents and Marketable Securities The following table shows our cash equivalents and marketable securities that are measured at fair value on a recurring basis and were categorized using the fair value hierarchy, as well as their classification on Amortized Cost Fair Value (1) Cash and Cash Equivalents Level 1: Money market funds 57 57 57 Level 2: Term deposits 450 450 450 Total $ 507 $ 507 $ 507 (1 ) Unrealized gains or losses related to our cash equivalents and marketable securities were not material. Our cash and cash equivalents consist of cash, money market funds and term deposits on hand in global financial institutions with maturities of 90 days or less at the date of purchase. We had no outstanding investments classified as either short-term or long-term marketable securities, as of March 31, 2020 and December 31, 2019, respectively, and no material realized gains or losses related to the sales of any marketable securities during and for the three months ended March 31, 2020 and 2019. We classify our cash equivalents and marketable securities within Level 1 and Level 2 as we value these financial instruments using quoted market prices (Level 1) or alternative pricing sources (Level 2). The valuation technique we used to measure the fair value of money market funds was derived from quoted prices in active markets for identical assets or liabilities. 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. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our independent pricing services against fair values obtained from another independent source. Derivative Financial Instruments We use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows. For the three months ended March 31, 2020 and 2019, respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days. We measure the fair value of our outstanding or unsettled derivatives using Level 2 fair value inputs, as we use a pricing model that takes into account the contract terms as well as current foreign currency exchange rates in active markets. We recognize any gain or loss resulting from the change in fair value of our foreign currency forward contracts in other income (expense), net on our unaudited condensed consolidated statement of operations. We recorded a net gain of $ 1 million for the three months ended March 31, 2020 related to our forward contracts. This amount was not material for the three months ended March 31, 2019. The following table shows the notional principal amounts of our outstanding derivative instruments as of the periods presented: March 31, 2020 December 31, 2019 (in millions) Foreign currency exchange-forward contracts (1) (2) $ 20 $ 10 (1) Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had four and one outstanding derivative contracts as of March 31, 2020 and December 31, 2019, respectively. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less. (2) The fair value of our outstanding derivatives as of March 31, 2020 and December 31, 2019 was not material. Counterparties to our outstanding forward contracts as of March 31, 2020 and December 31, 2019, consist of major international financial institutions. We monitor our positions and the credit ratings of the counterparties involved and, by policy limits, the amount of credit exposure to any one party. We do not use derivatives for trading or speculative purposes. We had not entered into any cash flow, fair value or net investment hedges as of March 31, 2020 or December 31, 2019. Other Financial Instruments Other financial instruments not measured at fair value on a recurring basis include accounts receivable and contract assets, accounts payable, deferred merchant payables, short-term debt, accrued expenses and other current liabilities, and long-term debt. The carrying amount of these financial instruments, with the exception of long-term debt, approximate their fair value because of the short maturity of these instruments as reported on our unaudited condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively. The carrying value of long-term debt from our 2015 Credit Facility bears interest at a variable rate and therefore is also considered to approximate fair value. The Company did not have any material assets or liabilities measured at fair value on a recurring basis using the Level 3 unobservable inputs at both March 31, 2020 and December 31, 2019. Risks and Concentrations Our business is subject to certain financial risks and concentrations, including concentration related to dependence on our relationships with our customers. For the year ended December 31, 2019 our two most significant travel partners, Expedia (and its subsidiaries) and Booking (and its subsidiaries), each accounted for more than 10% of our consolidated revenue and combined accounted for 33%, respectively, of our consolidated revenue, with nearly all of this revenue concentrated in our Hotels, Media & Platform segment. As of March 31, 2020, Expedia (and its subsidiaries) accounted for more than 10%, and when combined with Booking (and its subsidiaries), both entities accounted for a total of approximately 26% of our total accounts receivable and contract assets. Financial instruments, which potentially subject us to concentration of credit risk at any point in time, generally consist primarily of cash and cash equivalents, corporate debt securities, forward contracts, and accounts receivable. We maintain some cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation insurance limits. Our cash and cash equivalents are primarily composed of bank account balances with financial institutions primarily denominated in U.S. dollars, Euros, British pounds, and Australian dollars, as well as money market funds and term deposits. We invest in highly-rated corporate debt securities, and our investment policy limits the amount of credit exposure to any one issuer, industry group and currency. Our credit risk related to corporate debt securities is also mitigated by the relatively short maturity period required by our investment policy. Forward contracts are transacted with major international financial institutions with high credit standings, which to date, have typically had maturities of less than 90 days. Our overall credit risk related to accounts receivable is mitigated by the relatively short collection period. Non-Marketable Investments: Equity Securities Accounted for under the Equity Method The Company owns a 40% equity investment in Chelsea Investment Holding Company PTE Ltd, which is majority owned by Ctrip Investment Holding Ltd, a majority-owned subsidiary of Trip.com Group Limited. The Company determined it has the ability to exercise significant influence over the investee, and therefore recorded an equity method investment with a carrying value of $40 million and $41 million as of March 31, 2020 and December 31, 2019, respectively, included in non-marketable investments on our unaudited condensed consolidated balance sheet . Due to the C O VI D -19 pandemic, we performed a qualitative assessment to evaluate whether our equity investment is impaired. During the three months ended March 31, 2020, we did not record any impairment loss on this equity investment. Investments in Privately-Held Companies We hold investments in equity securities of privately-held companies, which are typically at an early stage of the business cycle and do not have a readily determinable fair value. As of both March 31, 2020 and December 31, 2019, the total carrying value of these investments was $14 million and included in non-marketable investments on our unaudited condensed consolidated balance sheet. Our policy is to measure these investments at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer such observable price changes may include instances where the investee issues equity securities to new investors, thus creating a new indicator of fair value, as an example. On a quarterly basis, we perform a qualitative assessment considering impairment indicators to evaluate whether these investments are impaired and also monitor for any observable price changes. During the three months ended March 31, 2020 and 2019, we did not record any impairment loss on these equity investments or note any observable price change indicators. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 7: GOODWILL We assess goodwill, which is not amortized, for impairment annually during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach. The Company conducted a thorough evaluation of relevant events and circumstances that would materially impact the fair value of each of our reporting units as of March 31, 2020. As part of this evaluation, it was noted that as of March 31, 2020 the Company’s market capitalization remained significantly in excess of its book value. The Company also observed our most recently completed goodwill impairment analyses indicated significant excess fair values over carrying values across the different reporting units. In addition, the Company considered the change to reporting unit carrying values since the fourth quarter of 2019, and also performed targeted sensitivity analysis on previous assessments, which included applying hypothetical rate increases to the weighted-average cost of capital used in our income approach analyses given the current COVID-19 environment, and the estimated fair values remained in excess of the carrying values. Based on such evaluation, we do not believe it is more likely than not that the fair value of our reporting units are below their respective carrying values as of March 31, 2020. However, we believe the passage of time will provide new information regarding the expected duration and severity of impacts of COVID-19 on the economy as a whole and to our business. On March 18, 2020, we issued a press release on Form 8-K announcing the withdrawal of our previously announced full-year 2020 financial outlook guidance due to the increased adverse impacts of the COVID-19 pandemic and the uncertainty it has created on global travel trends. The Company’s forecasting process in a COVID-19 environment is resulting in unprecedented challenges, given we are unable to predict the expected duration and severity of impacts of COVID-19 on our business. Accordingly, we believe all of our reporting units are at an elevated risk for impairment in future periods. A prolonged decline in the outlook for future revenue and cash flows or other factors, related to COVID-19 or other events, could result in a determination that a non-cash impairment adjustment is required, which could be material. The Company will continue to monitor events and circumstances that may affect the fair value or carrying value of our reporting units, as well as to continue to evaluate the impact of reporting changes, if any, on the composition of our reporting units related to additional restructuring and related reorganization efforts, as discussed in “Note 14: Subsequent Events The following table summarizes our goodwill activity by reportable segment for the period presented: Hotels, Media & Platform Experiences & Dining Other (2) Total (in millions) Balance as of December 31, 2019 $ 405 $ 333 $ 102 $ 840 Other adjustments (1) - (11 ) (3 ) (14 ) Balance as of March 31, 2020 $ 405 $ 322 $ 99 $ 826 (1) Primarily related to impact of changes in foreign currency exchange rates to goodwill. (2) Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China business units and does not constitute a reportable segment. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8: DEBT 2015 Credit Facility We are party to a credit agreement with a group of lenders which, among other things, which as of March 31, 2020 provided for a $1.2 billion unsecured revolving credit facility (the “2015 Credit Facility”) with a maturity date of May 12, 2022. Borrowings under the 2015 Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to 2.00% (“Eurocurrency Spread”), based on the Company’s leverage ratio; or (ii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 During the three months ended March 31, 2020, the Company borrowed $700 million under the 2015 Credit Facility. These funds were drawn down as a precautionary measure and we intend that this borrowing will primarily be used to reinforce our liquidity position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 pandemic. There is no specific repayment date prior to the maturity date for any borrowings under this credit agreement. We may voluntarily repay any outstanding borrowing under the 2015 Credit Facility at any time without premium or penalty, other than customary breakage costs with respect to Eurocurrency loans. Additionally, the Company believes that the likelihood of the lender exercising any subjective acceleration rights, which would permit the lenders to accelerate repayment of any outstanding borrowings, is remote. As such, we classify any borrowings under this facility as long-term debt. The 2015 Credit Facility contains a number of covenants that, among other things, restrict our ability to: incur additional indebtedness, create liens, enter into sale and leaseback transactions, engage in mergers or consolidations, sell or transfer assets, pay dividends and distributions, make investments, loans or advances, prepay certain subordinated indebtedness, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements governing certain subordinated indebtedness, and change our fiscal year. The 2015 Credit Facility also requires us to maintain a maximum leverage ratio and contains certain customary affirmative covenants and events of default, including a change of control. If an event of default occurs, the lenders under the 2015 Credit Facility will be entitled to take various actions, including the acceleration of all amounts due under the 2015 Credit Facility. As of March 31, 2020 and December 31, 2019, we were in compliance with our debt covenants. On May 5, 2020, we amended our 2015 Credit Facility (“Second Amendment”) to, among other things, suspend the leverage ratio covenant required to borrow on this facility beginning in the second quarter of 2020 and ending prior to September 30, 2021 (or such earlier date as elected by the Company), and replacing it with a minimum liquidity covenant, as well as downsizing its capacity to $1.0 billion from $1.2 billion. The Second Amendment also prohibits the Company from repurchasing shares of its common stock and paying dividends, among other restrictions, during the time period that the leverage ratio covenant has been suspended. In connection with the Second Amendment and as collateral to secure the obligations, the Company and certain subsidiaries have pledged, and granted security interests and liens in and on, substantially all of their assets. No change was made to the existing maturity date of the 2015 Credit Facility of May 12, 2022. Refer to Part II, Item 5. Other Information and “Note 14: Subsequent Events ” for additional information on our Second Amendment. Chinese Credit Facility We are party to a $30 million, one-year |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9: INCOME TAXES Each interim period is considered an integral part of the annual period and, accordingly, we measure our income tax expense using an estimated annual effective tax rate. An enterprise is required, at the end of each interim reporting period, to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, as adjusted for discrete taxable events that occur during the interim period. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The CARES Act is an emergency economic stimulus package in response to the COVID-19 pandemic, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for fiscal years ended before the date of enactment. We anticipate that we will benefit from the temporary five-year We had income tax benefits of $11 million and income tax expenses of $7 million for the three months ended March 31, 2020 and 2019, respectively. The decrease in our income tax expense during the three months ended March 31, 2020, when compared to the same period in 2019, was primarily due to pretax losses incurred during the three months ended March 31, 2020 and a benefit of $14 million from the tax rate differential in tax years applicable to U.S. loss carryforwards that became eligible for carryback under the CARES Act enacted in March 2020, offset by an increase in the recognition of stock-based compensation shortfalls related to the decline in the Company’s stock price. Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits and income tax liabilities as part of our income tax expense. As of March 31, 2020, we had an accrued interest liability of $22 million, net of federal and state benefit, and no penalties have been accrued. By virtue of consolidated income tax returns previously filed with Expedia, we are currently under an IRS audit for the 2009, 2010 and short-period 2011 tax years. We are separately under examination by the IRS for the short-period 2011 and 2012 through 2016 tax years, under an employment tax audit by the IRS for the 2013 through 2016 tax years, and have various ongoing audits for state income tax returns. These audits include questioning of the timing and the amount of income and deductions and the allocation of income among various tax jurisdictions. These examinations may lead to proposed or ordinary course adjustments to our taxes. We are no longer subject to tax examinations by tax authorities for years prior to 2009. As of March 31, 2020, no material assessments have resulted, except as noted below regarding our 2009, 2010, and 2011 IRS audit with Expedia and our 2012 and 2013 standalone IRS audit. In January 2017 and April 2019, as part of the IRS audit of Expedia, we received Notices of Proposed Adjustment from the IRS for the 2009, 2010, and 2011 tax years. Subsequently, in September 2019, as part of Tripadvisor’s standalone audit, we received Notices of Proposed Adjustment from the IRS for the 2012 and 2013 tax years. These proposed adjustments are related to certain transfer pricing arrangements with our foreign subsidiaries, and would result in an increase to our worldwide income tax expense in an estimated range of $35 million to $40 million at the close of the audit if the IRS prevails, after consideration of competent authority relief and transition tax regulations, exclusive of interest and penalties. We disagree with the proposed adjustments and we intend to defend our position through applicable administrative and, if necessary, judicial remedies. Our policy is to review and update tax reserves as facts and circumstances change. Based on our interpretation of the regulations and available case law, we believe the position we have taken with regard to transfer pricing with our foreign subsidiaries is sustainable. In addition to the risk of additional tax for 2009 through 2013 transactions, if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we would be subject to significant additional tax liabilities. In July 2015, the United States Tax Court (the “Court”) issued an opinion favorable to Altera with respect to Altera’s litigation with the IRS. This opinion was submitted as a final decision under Tax Court Rule 155 during December 2015. The litigation relates to the treatment of stock-based compensation expense in an inter-company cost-sharing arrangement with Altera’s foreign subsidiary. In its opinion, the Court accepted Altera’s position of excluding stock-based compensation from its inter-company cost-sharing arrangement. The IRS appealed the Court decision on February 19, 2016. On June 7, 2019, a three-judge panel from the Ninth Circuit Court of Appeals reversed the Court’s decision and upheld the validity of the Treasury regulation (Reg. sec. 1.482-7A(d)(2)) requiring stock-based compensation costs to be included in the costs shared in a cost-sharing arrangement. Based on this Ninth Circuit Court of Appeals decision, we recorded a cumulative income tax expense of $15 million during the year ended December 31, 2019, which was a reversal of income tax benefits taken by the Company since the Court’s 2015 opinion. If the June 7, 2019 Ninth Circuit Court of Appeals decision is reversed, we would anticipate recording an income tax benefit at that time. In November 2019, the Ninth Circuit denied Altera’s request for a rehearing en banc. On February 10 th response to Altera’s petition to the Supreme Court. If the Supreme Court does not hear the appeal, the Ninth Circuit’s decision will be final. The Company will continue to monitor this matter and related potential impacts to its consolidated financial statements. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 10: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following for the periods presented: March 31, 2020 December 31, 2019 (in millions) Accrued employee salary, bonus, and related benefits $ 30 $ 74 Accrued marketing costs 17 27 Current income taxes payable 4 14 Finance lease liability - current portion 5 5 Operating lease liability - current portion 20 20 Other (1) 70 63 Total $ 146 $ 203 (1) The Company incurred pre-tax restructuring and other related reorganization costs of $9 million during the three months ended March 31, 2020, related to workforce reductions, which was recorded on our unaudited condensed consolidated statement of operations, of which $7 million was paid during the quarter and $2 million remains unpaid and is included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheet as of March 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11: COMMITMENTS AND CONTINGENCIES There have been no material changes to our commitments and contingencies since December 31, 2019. Refer to “Note 14: Commitments and Contingencies Legal Proceedings In the ordinary course of business, we are party to regulatory and legal matters, including threats thereof, arising out of our operations. These matters may involve claims involving patent and intellectual property rights (including alleged infringement of third-party intellectual property rights), tax matters (including value-added, excise, transient occupancy and accommodation taxes), regulatory compliance (including competition and consumer protection matters), defamation and free speech, labor and employment matters and commercial disputes. Income and Non-Income Taxes We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and non-income tax matters. We have reserved for potential adjustments that may result from examinations by, or any negotiated agreements with, these tax authorities. Although we believe our tax estimates are reasonable, the final determination of audits could be materially different from our historical tax provisions and accruals. The results of an audit could have a material effect on our financial position, results of operations, or cash flows in the period for which that determination is made. Refer to “Note 9: Income Taxes |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 12: STOCKHOLDERS’ EQUITY On January 31, 2018, our Board of Directors authorized an additional repurchase of up to $250 million of our shares of common stock under a share repurchase program. This share repurchase program has no expiration date but may be suspended or terminated by our Board of Directors at any time. The Company did not repurchase any shares of outstanding common stock during the three months end March 31, 2019 under the share repurchase program. As of December 31, 2019, we had $ 190 million remaining available to repurchase shares of our common stock under this share repurchase program. During the three months ended March 31, 2020, we repurchased 4,707,450 shares of our outstanding common stock at an average share price of $ 24.32 per share, exclusive of fees and commissions, or $ 115 million in the aggregate. As of March 31, 2020, we had $ 75 million remaining available to repurchase shares of our common stock under this share repurchase program, and there were 18,823,984 shares of the Company’s common stock held in treasury with an aggregate cost of $ 722 million. While the Board of Directors has not suspended or terminated the share repurchase program, our Second Amendment currently prohibits the Company from engaging in share repurchases. Refer to “Note 14: Subsequent Events Our Board of Directors authorized and directed management, working with the Executive Committee of our Board of Directors, to affect the share repurchase programs discussed above in compliance with applicable legal requirements. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 13: SEGMENT INFORMATION We have two reportable segments: (1) Hotels, Media & Platform; and (2) Experiences & Dining. Our Hotels, Media & Platform reportable segment includes the following revenue sources: (1) Tripadvisor-branded hotels revenue – primarily consisting of Tripadvisor-branded hotel metasearch auction revenue, and to a lesser extent transaction revenue from our hotel instant booking feature, subscription-based advertising and hotel sponsored placements advertising revenue; and (2) Tripadvisor-branded display and platform revenue – consisting of Tripadvisor-branded display-based revenue. All remaining business units have been combined into and reported as “Other”, which includes Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China, as none of these businesses meet the quantitative thresholds and other criteria to qualify as reportable segments, and therefore are combined and disclosed as Other. Revenue Recognition All direct general and administrative costs are included in the applicable segments and business units; however, all corporate general and administrative costs are included in the Hotels, Media & Platform reportable segment. In addition, the Hotels, Media & Platform reportable segment includes all Tripadvisor-related brand advertising expenses (primarily television advertising), technical infrastructure, and other costs supporting the Tripadvisor platform. Adjusted EBITDA is our segment profit measure and a key measure used by our management and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and forecasts are based and approved. We define Adjusted EBITDA as net income (loss) plus: (1) provision for income taxes; (2) other income (expense), net; (3) depreciation of property and equipment, including amortization of internal use software and website development; (4) amortization of intangible assets; (5) stock-based compensation and other stock-settled obligations; (6) goodwill, long-lived asset and intangible asset impairments; (7) legal reserves and settlements; (8) restructuring and other related reorganization costs; and (9) non-recurring expenses and income. The following tables present our segment information for the three months ended March 31, 2020 and 2019 and includes a reconciliation of Adjusted EBITDA to Net Income. We record depreciation of property and equipment, including amortization of internal-use software and website development, amortization of intangible assets, stock-based compensation and other stock-settled obligations, legal reserves and settlements, restructuring and other related reorganization costs, other income (expense), net, other non-recurring expenses and income, net, and income taxes, which are excluded from segment operating performance, in corporate and unallocated. In addition, we do not report our assets, capital expenditures and related depreciation expense by segment as our CODM does not use this information to evaluate operating segments. Accordingly, we do not regularly provide such information by segment to our CODM. Intersegment revenue is not material and is included in Other. Three months ended March 31, 2020 Hotels, Media & Platform (1) Experiences & Dining Other (2) Corporate and Unallocated Total (in millions) Revenue $ 169 $ 83 $ 26 $ - $ 278 Adjusted EBITDA 53 (19 ) 6 - 40 Depreciation (25 ) (25 ) Amortization of intangible assets (7 ) (7 ) Stock-based compensation (26 ) (26 ) Restructuring and other related reorganization costs (9 ) (9 ) Operating income (loss) (27 ) Other income (expense), net - Income (loss) before income taxes (27 ) (Provision) benefit for income taxes 11 Net income (loss) (16 ) Three months ended March 31, 2019 Hotels, Media & Platform (1) Experiences & Dining Other (2) Corporate and Unallocated Total (in millions) Revenue $ 254 $ 80 $ 42 $ - $ 376 Adjusted EBITDA 105 (24 ) 8 - 89 Depreciation (23 ) (23 ) Amortization of intangible assets (8 ) (8 ) Stock-based compensation (27 ) (27 ) Operating income (loss) 31 Other income (expense), net 2 Income (loss) before income taxes 33 (Provision) benefit for income taxes (7 ) Net income (loss) 26 (1) Includes allocated corporate general and administrative costs of $18 million and $14 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $4 million and $29 million for the three months ended March 31, 2020 and 2019, respectively. (2) Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14: SUBSEQUENT EVENTS On April 28, 2020, management approved and the Company described additional cost reduction measures in response to the continued economic and financial impacts to the Company as a result of the COVID-19 pandemic; which includes the following: • Enacting a workforce reduction impacting approximately 700 employees and, depending on the outcome of country-specific consultation processes, may impact approximately 200 additional employees of the Company’s workforce; • Furloughing additional employees bringing the total furloughed employees during March and April 2020 to approximately 850 employees, primarily in our European operations at The Fork; • Executing on a temporary 20 reduced work schedule and corresponding pay reduction for most of our remaining North American employees, and planning to do the same in other markets, subject to local employment processes; and • Making targeted reductions of the Company’s office lease portfolio. The Company expects to incur total pre-tax restructuring and other related reorganization costs in an estimated range of approximately $30 million to $35 million in the second quarter of 2020. On May 5, 2020, Tripadvisor, Inc., a Delaware corporation (the “Company”), Tripadvisor Holdings, LLC, a Massachusetts limited liability company (“Holdings”), and Tripadvisor LLC, a Delaware limited liability company (“Tripadvisor”), entered into the Second Amendment (the “Second Amendment”), among the Company, Holdings, Tripadvisor, the other Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and London Agent, BofA Securities, Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., SunTrust Robinson Humphrey, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and Joint Bookrunners; Bank of America, N.A., BMO Capital Markets Corp., BNP Paribas Securities Corp., SunTrust Robinson Humphrey, Inc. and U.S. Bank National Association, as Co-Syndication Agents; and Barclays Bank PLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as Co-Documentation Agents. The Second Amendment modifies the Credit Agreement dated as of June 26, 2015 (as amended by the First Amendment dated May 12, 2017 and the Second Amendment, the “Amended Credit Agreement”), among the Company, Holdings, Tripadvisor, the other Borrowers from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent and the London Agent. All defined terms not otherwise defined herein shall have the meaning ascribed to them in the Amended Credit Agreement . The Second Amendment, among other things: • suspends the leverage ratio covenant for each fiscal quarter ending after the effective date of the Second Amendment and ending prior to September 30, 2021 (or such earlier date as may be elected by the Company in its sole discretion) (such period, the “Leverage Covenant Holiday”); • adds a minimum liquidity covenant, which requires that the Company and its wholly owned subsidiaries to maintain $150 million of unrestricted cash, cash equivalents and short-term investments less deferred merchant payables plus available revolver capacity, and which shall apply solely during the Leverage Covenant Holiday; • increases the interest rate margins applicable to revolving loans outstanding and increases the commitment fee on unused revolving commitments, in each case, during any period commencing with the effective date of the Second Amendment and through the Leverage Covenant Holiday; and • decreases the aggregate amount of revolving loan commitments available under the Second Amendment from $1.2 billion to $1.0 billion. In connection with the Amendment and as collateral to secure the obligations of the Company and its subsidiaries under the Second Amendment, the Company and certain of its subsidiaries have pledged, and granted security interests and liens in and on, substantially all of their respective tangible and intangible assets (including accounts receivable, contract rights and other general intangibles, intellectual property, inventory, equipment, goods, instruments and equity interests and other investment property, and intercompany indebtedness), in each case, subject to customary exceptions. The foregoing pledges, security interests and liens will remain in effect until the Collateral Release Date (as defined in the Amendment). The Second Amendment includes restrictions on the ability of the Company and its subsidiaries to incur additional indebtedness, repurchase shares, and make investments, dispositions, dividends and other payments, with certain exceptions as more specifically described in the Second Amendment. The Second Amendment contains customary events of default. If an event of default occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable and exercise rights and remedies against the collateral. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements present our results of operations, financial position and cash flows on a consolidated basis. The unaudited condensed consolidated financial statements include Tripadvisor, our wholly-owned subsidiaries, and entities we control, or in which we have a variable interest and are the primary beneficiary of expected cash profits or losses. All inter-company accounts and transactions have been eliminated in consolidation. One of our subsidiaries that operates in China has variable interests in affiliated entities in China in order to comply with Chinese laws and regulations, which restrict foreign investment in internet content provision businesses. Although we do not own the capital stock of these Chinese affiliates, we consolidate their results as we are the primary beneficiary of the cash losses or profits of these variable interest affiliates and have the power to direct the activity of these affiliates. Our variable interest entities’ financial results were not material for all periods presented. Investments in entities in which we do not have a controlling financial interest are accounted for under the equity method, the fair value option, as available-for-sale securities or at cost adjusted for observable price changes and impairments, as appropriate. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. As of March 31, 2020, Liberty TripAdvisor Holdings, Inc. (“LTRIP”) beneficially owned approximately 18.2 million shares of our common stock and 12.8 million shares of our Class B common stock, which constitute 15.0% of the outstanding shares of common stock and 100% of the outstanding shares of Class B common stock. Assuming the conversion of all of LTRIP’s shares of Class B common stock into common stock, LTRIP would beneficially own 23.1% of the outstanding common stock. Because each share of Class B common stock is entitled to ten votes per share and each share of common stock is entitled to one vote per share , LTRIP may be deemed to beneficially own equity securities representing % of our voting power. |
Accounting Estimates | Accounting Estimates We use estimates and assumptions in the preparation of our unaudited condensed consolidated financial statements in accordance with GAAP. Our estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of our unaudited condensed consolidated financial statements. These estimates and assumptions also affect the reported amount of net income or loss during any period. Our actual financial results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements include: (i) recognition and recoverability of goodwill, definite-lived intangibles and other long-lived assets; and (ii) accounting for income taxes. |
Risks and Uncertainties | Risks and Uncertainties In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China, and on March 11, 2020 was declared a global pandemic. We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The impact of COVID-19 has caused material declines in demand within the travel, hospitality, restaurant and leisure industry concurrent with travel bans and increased governmental restrictions and mandates globally that has dampened consumer demand for our products and services, which has adversely and materially affected our business, results of operations and financial condition. We believe the travel industry and our business will continue to be adversely and materially affected while travel bans and other government restrictions and mandates remain in place. However, the extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as the response to the pandemic is ongoing, information is rapidly evolving, and the duration and severity of the pandemic are also uncertain and cannot be predicted. In addition, we do not have visibility into when these bans will be lifted, nor do we have visibility into the changes to consumer usage patterns on our platform or travel behavior patterns when travel bans and other government restrictions and mandates are lifted. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic disruption could have a material adverse effect on our business as consumers reduce their discretionary spending. Policymakers around the globe have responded with fiscal policy actions to support certain areas of the travel industry and economy as a whole. The magnitude and overall effectiveness of these actions remains uncertain. The Company's future results of operations and liquidity could also be adversely impacted by delays in payments of outstanding accounts receivable amounts beyond normal payment terms, travel supplier and restaurant insolvencies, and the impact of any initiatives or programs that the Company may undertake to address financial and operational challenges faced by the Company and its customers. As of the date of issuance of these unaudited condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company's financial condition, liquidity, or results of operations in the future is uncertain. |
Seasonality | Seasonality Consumers’ travel expenditures follow a seasonal pattern. Correspondingly, travel partners’ advertising investments, and therefore our revenue and profits, also follow a seasonal pattern. Our financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, traveler hotel and rental stays, and travel activities and experiences taken, compared to the first and fourth quarters, which represent seasonal low points. Significant shifts in our business mix or adverse economic conditions, including the impact of COVID-19, could result in future seasonal patterns that are different from historical trends. |
Significant Accounting Policies | Significant Accounting Policies With the exception of the change for the accounting of credit losses as a result of adopting ASC 326 – Financial Instruments – Credit Losses Significant Accounting Policies |
Recently Adopted Accounting Pronouncements | Recently Adopted Credit Losses In June 2016, the FASB issued new accounting guidance which replaces the incurred loss impairment model with an expected loss methodology on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable and available-for-sale debt securities. For financial assets measured at amortized cost, this new guidance requires an entity to: (1) estimate its lifetime expected credit losses upon recognition of the financial assets and establish an allowance to present the net amount expected to be collected; (2) recognize this allowance and changes in the allowance during subsequent periods through net income; and (3) consider relevant information about past events, current conditions and reasonable and supportable forecasts in assessing the lifetime expected credit losses. For available-for-sale debt securities, this new guidance made several targeted amendments to the existing other-than-temporary impairment model, including: (1) requiring disclosure of the allowance for credit losses; (2) allowing reversals of the previously recognized credit losses until the entity has the intent to sell, is more-likely-than-not required to sell the securities or the maturity of the securities; (3) limiting impairment to the difference between the amortized cost basis and fair value; and (4) not allowing entities to consider the length of time that fair value has been less than amortized cost as a factor in evaluating whether a credit loss exists. In addition, ASC 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that it is more likely than not they will be required to sell. The Company adopted ASC 326 on January 1, 2020, using a modified retrospective transition method for all financial assets measured at amortized cost, which requires a cumulative-effect adjustment of initial application, if any, to be recognized on the date of adoption. The cumulative-effect adjustment recorded by the Company on January 1, 2020 to retained earnings on its unaudited condensed consolidated balance sheet was $3 million. Financial results for reporting periods beginning after January 1, 2020, are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous GAAP. During the three months ended March 31, 2020, the impact of adopting the expected credit loss model was not material to the Company. Credit loss estimates on accounts receivable are recorded in general and administrative expenses on our unaudited condensed consolidated statement of operations. Credit loss estimates on available-for-sale debt securities are recorded in interest expense on our unaudited condensed consolidated statement of operations. The Company has updated its significant accounting policies as described below as of January 1, 2020. Accounts Receivable and Allowance for Doubtful Accounts. The Company historically recorded an allowance for doubtful accounts using the incurred loss model. Upon adoption of ASC 326, the Company transitioned to the “expected credit loss” methodology in estimating its allowance for doubtful accounts. We apply the “expected credit loss” methodology by first assessing our historical losses based on credit sales and then adding in an assessment of expected changes in the foreseeable future, whether positive or negative, to the Company’s ability to collect its outstanding accounts receivables, or the expectation for future losses. The Company develops its expectation for future losses by assessing the profiles of its customers using their historical payment patterns, any known changes to those customers’ ability to fulfill their payment obligations, and assessing broader economic conditions that may impact our customers’ ability to pay their obligations. Where appropriate, the Company performs this analysis using a portfolio approach. Portfolios comprise customers with similar characteristics and payment history, and we have concluded that the aggregation of these customers into various portfolios does not produce a result that is materially different from considering the affected customers individually. Customers are assigned internal credit ratings, as determined by the Company, based on our collection profiles. Customers whose outstanding obligations are less likely to experience a credit loss are assigned a higher internal credit rating, and those customers whose outstanding obligations are more likely to experience a credit loss are assigned a lower credit rating. We recognize a greater allowance for doubtful accounts on the accounts receivable due from those customers in the lower credit tranche, as determined by the Company. When the Company becomes aware of facts and circumstances affecting an individual customer, it also takes that specific customer information into account as part of its calculation of expected credit losses. The Company's exposure to credit losses may increase if our customers are adversely affected by changes in macroeconomic pressures or uncertainty associated with local or global economic recessions, including the economic impact to our customers associated with COVID-19, or other customer-specific factors. Available-for-sale debt securities. The Company's investment portfolio at any point in time may contain investments in U.S. treasury and U.S. government agency securities, taxable and tax-exempt municipal notes, corporate notes and bonds, commercial paper, non-U.S. government agency securities, cash and term deposits, and money market funds. The Company segments its portfolio based on the underlying risk profiles of the securities and has a zero loss expectation for U.S. treasury and U.S. government agency securities. The Company regularly reviews the securities in an unrealized loss position and evaluates the expected credit loss risk by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions. As of March 31, 2020, the Company had no available-for-sale-debt securities . |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Reconciliation of Disaggregated Revenue to Segment Revenue | A reconciliation of disaggregated revenue to segment revenue is also included below. Three months ended March 31, 2020 2019 Major products/revenue sources (1): (in millions) Hotels, Media & Platform Tripadvisor-branded hotels $ 137 $ 216 Tripadvisor-branded display and platform 32 38 Total Hotels, Media & Platform 169 254 Experiences & Dining 83 80 Other (2) 26 42 Total Revenue $ 278 $ 376 (1) Our revenue is recognized primarily at a point in time for all reported segments. (2) Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment |
Summary of Balances of Accounts Receivable and Contract Assets from Contracts with Customers | The following table provides information about the opening and closing balances of accounts receivable and contract assets from contracts with customers (in millions): March 31, 2020 December 31, 2019 Accounts receivable 154 176 Contract assets 5 7 Total $ 159 $ 183 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding | Below is a reconciliation of the weighted average number of shares of common stock outstanding in calculating Diluted EPS (shares in thousands and dollars in millions, except per share amounts) for the periods presented: Three months ended March 31, 2020 2019 Numerator: Net income (loss) $ (16 ) $ 26 Denominator: Weighted average shares used to compute Basic EPS 136,240 138,417 Weighted average effect of dilutive securities: Stock options - 405 RSUs/MSUs - 2,447 Weighted average shares used to compute Diluted EPS 136,240 141,269 Basic EPS $ (0.12 ) $ 0.19 Diluted EPS $ (0.12 ) $ 0.18 |
Stock Based Awards and Other _2
Stock Based Awards and Other Equity Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Amount of Stock-Based Compensation Expense Related to Stock-Based Awards | The following table presents the amount of stock-based compensation expense related to stock-based awards on our unaudited condensed consolidated statements of operations during the periods presented: Three months ended March 31, 2020 2019 (in millions) Selling and marketing $ 4 $ 5 Technology and content 11 12 General and administrative 11 10 Total stock-based compensation 26 27 Income tax benefit from stock-based compensation (6 ) (6 ) Total stock-based compensation, net of tax effect $ 20 $ 21 |
Summary of Stock Option Activity | A summary of our stock option activity, consisting primarily of service-based non-qualified stock options, during the three months ended March 31, 2020, is presented below: Weighted Weighted Average Average Exercise Remaining Aggregate Options Price Per Contractual Intrinsic Outstanding Share Life Value (in thousands) (in years) (in millions) Options outstanding at December 31, 2019 6,017 $ 50.27 Granted 1,046 25.73 Exercised (1 ) 18.05 Cancelled or expired (120 ) 45.35 Options outstanding at March 31, 2020 6,942 $ 46.67 6.1 $ - Exercisable as of March 31, 2020 3,808 $ 55.99 4.1 $ - Vested and expected to vest after March 31, 2020 (1) 6,942 $ 46.67 6.1 $ - ( 1 ) The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. |
Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants | The fair value of stock option grants has been estimated at the date of grant using the Black–Scholes option pricing model with the following weighted average assumptions for the periods presented: Three months ended March 31, 2020 2019 Risk free interest rate 1.18 % 2.47 % Expected term (in years) 5.30 5.19 Expected volatility 42.64 % 42.51 % Expected dividend yield — % — % Weighted-average grant date fair value $ 10.18 $ 22.32 |
Summary of RSU Activity | A summary of our RSU activity during the three months ended March 31, 2020 is presented below: Weighted Average Grant- Aggregate RSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested RSUs outstanding as of December 31, 2019 8,469 $ 45.42 Granted 4,439 25.71 Vested and released (1) (1,956 ) 48.71 Cancelled (538 ) 39.16 Unvested RSUs outstanding as of March 31, 2020 10,414 $ 36.34 $ 181 (1) Inclusive of 490,126 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows. |
Summary of Unrecognized Stock-Based Compensation Expense and Weighted Average Period Remaining | A summary of our remaining unrecognized stock-based compensation expense and the weighted average remaining amortization period at March 31, 2020 related to our non-vested equity awards is presented below (in millions, except in years information): Stock Options RSUs/MSUs Unrecognized compensation expense $ 36 $ 311 Weighted average period remaining (in years) 2.8 2.9 |
MSUs | |
Summary of RSU Activity | A summary of our MSU activity during the three months ended March 31, 2020 is presented below Weighted Average Grant- Aggregate MSUs Date Fair Intrinsic Outstanding Value Per Share Value (in thousands) (in millions) Unvested MSUs outstanding as of December 31, 2019 389 $ 40.99 Granted (1) 133 28.15 Vested and released ― ― Cancelled ― ― Unvested MSUs outstanding as of March 31, 2020 522 $ 37.71 $ 9 (1) MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan. |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments All Other Investments [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities | The following table shows our cash equivalents and marketable securities that are measured at fair value on a recurring basis and were categorized using the fair value hierarchy, as well as their classification on Amortized Cost Fair Value (1) Cash and Cash Equivalents Level 1: Money market funds 57 57 57 Level 2: Term deposits 450 450 450 Total $ 507 $ 507 $ 507 (1 ) Unrealized gains or losses related to our cash equivalents and marketable securities were not material. |
Notional Principal Amounts of Outstanding Derivative Instruments | The following table shows the notional principal amounts of our outstanding derivative instruments as of the periods presented: March 31, 2020 December 31, 2019 (in millions) Foreign currency exchange-forward contracts (1) (2) $ 20 $ 10 (1) Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had four and one outstanding derivative contracts as of March 31, 2020 and December 31, 2019, respectively. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less. (2) The fair value of our outstanding derivatives as of March 31, 2020 and December 31, 2019 was not material. |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill by Reportable Segment | The following table summarizes our goodwill activity by reportable segment for the period presented: Hotels, Media & Platform Experiences & Dining Other (2) Total (in millions) Balance as of December 31, 2019 $ 405 $ 333 $ 102 $ 840 Other adjustments (1) - (11 ) (3 ) (14 ) Balance as of March 31, 2020 $ 405 $ 322 $ 99 $ 826 (1) Primarily related to impact of changes in foreign currency exchange rates to goodwill. (2) Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China business units and does not constitute a reportable segment. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables And Accruals [Abstract] | |
Details of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following for the periods presented: March 31, 2020 December 31, 2019 (in millions) Accrued employee salary, bonus, and related benefits $ 30 $ 74 Accrued marketing costs 17 27 Current income taxes payable 4 14 Finance lease liability - current portion 5 5 Operating lease liability - current portion 20 20 Other (1) 70 63 Total $ 146 $ 203 (1) The Company incurred pre-tax restructuring and other related reorganization costs of $9 million during the three months ended March 31, 2020, related to workforce reductions, which was recorded on our unaudited condensed consolidated statement of operations, of which $7 million was paid during the quarter and $2 million remains unpaid and is included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheet as of March 31, 2020. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | Three months ended March 31, 2020 Hotels, Media & Platform (1) Experiences & Dining Other (2) Corporate and Unallocated Total (in millions) Revenue $ 169 $ 83 $ 26 $ - $ 278 Adjusted EBITDA 53 (19 ) 6 - 40 Depreciation (25 ) (25 ) Amortization of intangible assets (7 ) (7 ) Stock-based compensation (26 ) (26 ) Restructuring and other related reorganization costs (9 ) (9 ) Operating income (loss) (27 ) Other income (expense), net - Income (loss) before income taxes (27 ) (Provision) benefit for income taxes 11 Net income (loss) (16 ) Three months ended March 31, 2019 Hotels, Media & Platform (1) Experiences & Dining Other (2) Corporate and Unallocated Total (in millions) Revenue $ 254 $ 80 $ 42 $ - $ 376 Adjusted EBITDA 105 (24 ) 8 - 89 Depreciation (23 ) (23 ) Amortization of intangible assets (8 ) (8 ) Stock-based compensation (27 ) (27 ) Operating income (loss) 31 Other income (expense), net 2 Income (loss) before income taxes 33 (Provision) benefit for income taxes (7 ) Net income (loss) 26 (1) Includes allocated corporate general and administrative costs of $18 million and $14 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $4 million and $29 million for the three months ended March 31, 2020 and 2019, respectively. (2) Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment. |
Business Description and Basi_2
Business Description and Basis of Presentation - Additional Information (Details) shares in Millions, Restaurant in Millions, Hotel in Millions | 3 Months Ended | |
Mar. 31, 2020MarketLanguageHotelVacationRentalRestaurantActivityandAttractionAirlineCruiseVote / sharesshares | Sep. 30, 2019Visitor | |
Description Of Business And Basis Of Presentation [Line Items] | ||
Number of markets with localized versions of website | Market | 48 | |
Number of languages worldwide | Language | 28 | |
Description of user-generated reviews and opinions across broad base of global travel-related businesses | Tripadvisor features 860 million reviews and opinions on 8.7 million places to stay, places to eat and things to do – including 1.5 million hotels, inns, B&Bs and specialty lodging, 784,000 rental properties, 4.6 million restaurants, 1.3 million travel activities and experiences worldwide, 500,000 airlines, and 70,000 cruises. | |
Number of hotels and accommodations | Hotel | 1.5 | |
Number of vacation rentals | VacationRental | 784,000 | |
Number of restaurants | Restaurant | 4.6 | |
Number of activities and attractions worldwide | ActivityandAttraction | 1,300,000 | |
Number of airlines | Airline | 500,000 | |
Number of cruises | Cruise | 70,000 | |
Number of average monthly unique visitors | Visitor | 463 | |
Liberty TripAdvisor Holdings, Inc. | ||
Description Of Business And Basis Of Presentation [Line Items] | ||
Beneficially ownership of shares of common stock | shares | 18.2 | |
Percentage taken from outstanding shares of common stock | 15.00% | |
Percentage of beneficially ownership of shares of common stock class B | 23.10% | |
Right to voting | one vote per share | |
Vote per common stock share | Vote / shares | 1 | |
Beneficially ownership of equity securities | 58.60% | |
Liberty TripAdvisor Holdings, Inc. | Class B Common Stock | ||
Description Of Business And Basis Of Presentation [Line Items] | ||
Beneficially ownership of shares of common stock | shares | 12.8 | |
Percentage taken from outstanding shares of common stock | 100.00% | |
Right to voting | ten votes per share | |
Vote per common stock share | Vote / shares | 10 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Schedule Of Accounting Policies [Line Items] | |||
Cumulative effect adjustment from adoption of new accounting guidance | $ (3) | $ 3 | |
Available-for-sale-debt securities | 0 | ||
U.S. Treasury Securities | |||
Schedule Of Accounting Policies [Line Items] | |||
Portfolio based securities loss expectation | 0 | ||
U.S. Government Agency Securities | |||
Schedule Of Accounting Policies [Line Items] | |||
Portfolio based securities loss expectation | $ 0 | ||
Accounting Standards Update 2016-13 | Restatement Adjustment | |||
Schedule Of Accounting Policies [Line Items] | |||
Cumulative effect adjustment from adoption of new accounting guidance | $ (3) |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2020USD ($)Segment | Mar. 31, 2019USD ($) | Jan. 01, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Disaggregation Of Revenue [Line Items] | |||||
Number of reportable segment | Segment | 2 | ||||
Deferred revenue | $ 60 | $ 62 | $ 62 | $ 63 | |
Revenue recognized | 32 | $ 34 | |||
Contract with customer revenue refunded due to cancellations | $ 6 | $ 1 | |||
ASC 606 | |||||
Disaggregation Of Revenue [Line Items] | |||||
Customer invoices due period | 30 days |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Disaggregated Revenue to Segment Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | [1] | $ 278 | $ 376 |
Hotels, Media & Platform | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | [1] | 169 | 254 |
Experiences & Dining Segment | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | [1] | 83 | 80 |
Other | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | [1],[2] | 26 | 42 |
Tripadvisor-Branded Hotels | Hotels, Media & Platform | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | [1] | 137 | 216 |
Tripadvisor-Branded Display and Platform | Hotels, Media & Platform | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | [1] | $ 32 | $ 38 |
[1] | Our revenue is recognized primarily at a point in time for all reported segments. | ||
[2] | Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Balances of Accounts Receivable and Contract Assets from Contracts with Customers (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue From Contract With Customer [Abstract] | ||
Accounts receivable | $ 154 | $ 176 |
Contract assets | 5 | 7 |
Total | $ 159 | $ 183 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Number of Shares of Common Stock Outstanding In Calculating EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income (loss) | $ (16) | $ 26 |
Denominator: | ||
Weighted average shares used to compute Basic EPS | 136,240 | 138,417 |
Weighted average effect of dilutive securities: | ||
Stock options | 405 | |
RSUs/MSUs | 2,447 | |
Weighted average shares used to compute Diluted EPS | 136,240 | 141,269 |
Basic EPS | $ (0.12) | $ 0.19 |
Diluted EPS | $ (0.12) | $ 0.18 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - Stock Options, RSUs and MSUs - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 17 | 3.5 |
Certain Performance-Based Awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0.8 | 0.5 |
Stock Based Awards and Other _3
Stock Based Awards and Other Equity Instruments - Amount of Stock-Based Compensation Expense Related to Stock-Based Awards (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 26 | $ 27 |
Income tax benefit from stock-based compensation | (6) | (6) |
Total stock-based compensation, net of tax effect | 20 | 21 |
Selling and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 4 | 5 |
Technology and Content | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 11 | 12 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 11 | $ 10 |
Stock Based Awards and Other _4
Stock Based Awards and Other Equity Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Capitalized stock based compensation as internal-use software and website development costs | $ 4 | $ 4 |
Total stock-based compensation expense | 26 | 27 |
Income tax benefits from exercise or settlement of stock-based awards | $ 12 | 18 |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Closing stock price | $ 17.39 | |
Total intrinsic value | $ 1 | 1 |
Total fair value of stock options vested | 8 | $ 8 |
Performance-based RSUs | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ (3) | |
MSUs | Employees | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Requisite service period for estimated grant-date fair value of stock awards | Dec. 31, 2022 |
Stock Based Awards and Other _5
Stock Based Awards and Other Equity Instruments - Summary of Stock Option Activity (Details) - Stock Options shares in Thousands | 3 Months Ended | |
Mar. 31, 2020$ / sharesshares | ||
Options Outstanding | ||
Options Outstanding, Beginning balance | shares | 6,017 | |
Options Outstanding, Granted | shares | 1,046 | |
Options Outstanding, Exercised | shares | (1) | |
Options Outstanding, Cancelled or expired | shares | (120) | |
Options Outstanding, Ending balance | shares | 6,942 | |
Options Outstanding, Exercisable | shares | 3,808 | |
Options Outstanding, Vested and expected to vest | shares | 6,942 | [1] |
Weighted Average Exercise Price per share | ||
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 50.27 | |
Options Granted, Weighted Average Exercise Price | $ / shares | 25.73 | |
Options Exercised, Weighted Average Exercise Price | $ / shares | 18.05 | |
Options Cancelled or expired, Weighted Average Exercise Price | $ / shares | 45.35 | |
Options Outstanding, Weighted Average Exercise Price, Ending balance | $ / shares | 46.67 | |
Options Exercisable, Weighted Average Exercise Price | $ / shares | 55.99 | |
Options Vested and expected to vest, Weighted Average Exercise Price | $ / shares | $ 46.67 | [1] |
Weighted Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 1 month 6 days | |
Options Exercisable, Weighted Average Remaining Contractual Life | 4 years 1 month 6 days | |
Options Vested and expected to vest, Weighted Average Remaining Contractual Life | 6 years 1 month 6 days | [1] |
[1] | The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures as allowed under GAAP and therefore do not include a forfeiture rate in our vested and expected to vest calculation unless necessary for a performance condition award. |
Stock Based Awards and Other _6
Stock Based Awards and Other Equity Instruments - Weighted-Average Assumptions of Estimated Fair Value of Stock Option Grants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk free interest rate | 1.18% | 2.47% |
Expected term (in years) | 5 years 3 months 18 days | 5 years 2 months 8 days |
Expected volatility | 42.64% | 42.51% |
Weighted-average grant date fair value | $ 10.18 | $ 22.32 |
Stock Based Awards and Other _7
Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Details) - Restricted Stock Units $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)$ / sharesshares | ||
RSUs outstanding | ||
Unvested outstanding, Beginning balance | shares | 8,469 | |
Unvested RSUs, Granted | shares | 4,439 | |
Unvested RSUs, Vested and released | shares | (1,956) | [1] |
Unvested RSUs, Cancelled | shares | (538) | |
Unvested outstanding, Ending balance | shares | 10,414 | |
Weighted Average Grant-Date Fair Value Per Share | ||
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares | $ 45.42 | |
Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares | 25.71 | |
Weighted Average Grant-Date Fair Value Per Share, Vested and released | $ / shares | 48.71 | [1] |
Weighted Average Grant-Date Fair Value Per Share, Cancelled | $ / shares | 39.16 | |
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares | $ 36.34 | |
Aggregate Intrinsic Value | ||
Unvested RSUs outstanding, Aggregate Intrinsic Value | $ | $ 181 | |
[1] | Inclusive of 490,126 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which had been convertible under RSUs that were withheld under net share settlement remain in the authorized but unissued pool under the Tripadvisor, Inc. 2018 Stock and Annual Incentive Plan (the “2018 Plan”) and can be reissued by the Company. Total payments for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the unaudited condensed consolidated statements of cash flows. |
Stock Based Awards and Other _8
Stock Based Awards and Other Equity Instruments - Summary of RSU Activity (Parenthetical) (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs withheld to satisfy withholding tax requirements | 490,126 |
Stock Based Awards and Other _9
Stock Based Awards and Other Equity Instruments - Summary of MSUs Activity (Details) - MSUs $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)$ / sharesshares | ||
MSUs outstanding | ||
Unvested outstanding, Beginning balance | shares | 389 | |
Unvested MSUs, Granted | shares | 133 | [1] |
Unvested outstanding, Ending balance | shares | 522 | |
Weighted Average Grant-Date Fair Value Per Share | ||
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $ / shares | $ 40.99 | |
Weighted Average Grant-Date Fair Value Per Share, Granted | $ / shares | 28.15 | [1] |
Unvested outstanding, Weighted Average Grant-Date Fair Value Per Share, Ending balance | $ / shares | $ 37.71 | |
Aggregate Intrinsic Value | ||
Unvested MSUs outstanding, Aggregate Intrinsic Value | $ | $ 9 | |
[1] | (1) MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of the Nasdaq Composite Total Return Index. Based upon actual attainment relative to the target performance metric, the grantee has the ability to receive up to 200% of the target number of MSUs originally granted, or to be issued none at all. These MSUs were granted under the 2018 Plan. |
Stock Based Awards and Other_10
Stock Based Awards and Other Equity Instruments - Summary of MSUs Activity (Parenthetical) (Details) - MSUs - Employees | 3 Months Ended |
Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of originally granted shares that may be earned upon performance achievement, maximum | 200.00% |
Percentage of originally granted shares that may be earned upon performance achievement, minimum | 0.00% |
Stock awards vesting term | MSUs provide for vesting based upon the Company’s total shareholder return, or TSR, performance over the period commencing January 1, 2020 through December 31, 2022 relative to the TSR performance of the Nasdaq Composite Total Return Index. |
Performance measurement period start date | Jan. 1, 2020 |
Performance measurement period end date | Dec. 31, 2022 |
Stock Based Awards and Other_11
Stock Based Awards and Other Equity Instruments -Summary of Unrecognized Stock-Based Compensation Expense and Weighted Average Period Remaining (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Stock Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 36 |
Weighted average period remaining (in years) | 2 years 9 months 18 days |
RSUs/MSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average period remaining (in years) | 2 years 10 months 24 days |
Unrecognized compensation expense | $ 311 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Cash Equivalents and Marketable Securities (Details) $ in Millions | Mar. 31, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 507 | |
Cash and Cash Equivalents | 507 | [1] |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 57 | |
Cash and Cash Equivalents | 57 | [1] |
Level 2 | Term Deposits | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 450 | |
Cash and Cash Equivalents | $ 450 | [1] |
[1] | Unrealized gains or losses related to our cash equivalents and marketable securities were not material. |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial instruments including money market funds maturities period | 90 days | |
Short-term marketable securities outstanding | $ 0 | $ 0 |
Long-term marketable securities outstanding | 0 | 0 |
Net gain related to forward contracts | $ 1,000,000 | |
Foreign currency exchange contracts maturity period, maximum | 90 days | |
Equity securities without readily determinable fair value | $ 14,000,000 | 14,000,000 |
Chelsea Investment Holding Company PTE, Ltd | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity method investment, ownership percentage | 40.00% | |
Impairment loss on equity method investments | $ 0 | 0 |
Chelsea Investment Holding Company PTE, Ltd | Non-Marketable Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Equity method investments | $ 40,000,000 | $ 41,000,000 |
Customer Concentration Risk | Sales | Expedia | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Customer concentration risk | 10.00% | |
Customer Concentration Risk | Sales | Booking | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Customer concentration risk | 10.00% | |
Customer Concentration Risk | Sales | Expedia and Booking | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Customer concentration risk | 33.00% | |
Customer Concentration Risk | Accounts Receivable and Contract Assets | Expedia | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Customer concentration risk | 10.00% | |
Customer Concentration Risk | Accounts Receivable and Contract Assets | Expedia and Booking | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Customer concentration risk | 26.00% |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Notional Principal Amounts of Outstanding Derivative Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | ||
Derivatives Fair Value [Line Items] | |||
Derivative instruments not designated as hedging instruments, description of terms | We use forward contracts to reduce the effects of foreign currency exchange rate fluctuations on our cash flows. For the three months ended March 31, 2020 and 2019, respectively, our forward contracts have not been designated as hedges and generally had maturities of less than 90 days. | ||
Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts | |||
Derivatives Fair Value [Line Items] | |||
Foreign currency exchange-forward contracts | [1],[2] | $ 20,000,000 | $ 10,000,000 |
[1] | Derivative contracts address foreign currency exchange fluctuations for the Euro versus the U.S. dollar. The Company had four and one outstanding derivative contracts as of March 31, 2020 and December 31, 2019, respectively. These outstanding derivatives are not designated as hedging instruments and have an original maturity period of 90 days or less. | ||
[2] | The fair value of our outstanding derivatives as of March 31, 2020 and December 31, 2019 was not material. |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements - Notional Principal Amounts of Outstanding Derivative Instruments (Parenthetical) (Details) - Contract | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Derivatives Fair Value [Line Items] | ||
Maximum maturity period of outstanding derivatives are not designated as hedging instruments | 90 days | |
Not Designated as Hedging Instrument | Foreign Exchange-forward Contracts | ||
Derivatives Fair Value [Line Items] | ||
Number of outstanding derivatives contracts | 4 | 1 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Goodwill by Reportable Segment (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Goodwill [Line Items] | ||
Beginning balance | $ 840 | |
Other adjustments | (14) | [1] |
Ending balance | 826 | |
Hotels, Media & Platform | ||
Goodwill [Line Items] | ||
Beginning balance | 405 | |
Ending balance | 405 | |
Experiences & Dining Segment | ||
Goodwill [Line Items] | ||
Beginning balance | 333 | |
Other adjustments | (11) | [1] |
Ending balance | 322 | |
Other Segments | ||
Goodwill [Line Items] | ||
Beginning balance | 102 | [2] |
Other adjustments | (3) | [1],[2] |
Ending balance | $ 99 | [2] |
[1] | Primarily related to impact of changes in foreign currency exchange rates to goodwill. | |
[2] | Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel, and Tripadvisor China business units and does not constitute a reportable segment. |
Debt - Two Thousand Fifteen Cre
Debt - Two Thousand Fifteen Credit Facility - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | May 05, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Total interest expense and commitments fees | $ 2,000,000 | $ 2,000,000 | ||
2015 Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total interest expense and commitments fees | 1,000,000 | $ 1,000,000 | ||
2015 Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity under Credit Facility | $ 1,200,000,000 | |||
Interest rate description | Borrowings under the 2015 Credit Facility generally bear interest, at the Company’s option, at a rate per annum equal to either (i) the Eurocurrency Borrowing rate, or the adjusted LIBO rate for the interest period in effect for such borrowing; plus an applicable margin ranging from 1.25% to 2.00% (“Eurocurrency Spread”), based on the Company’s leverage ratio; or (ii) the Alternate Base Rate (“ABR”) Borrowing, which is the greatest of (a) the Prime Rate in effect on such day, (b) the New York Fed Bank Rate in effect on such day plus 1/2 of 1.00% per annum and (c) the Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00%; in addition to an applicable margin ranging from 0.25% to 1.00% (“ABR Spread”), based on the Company’s leverage ratio. | |||
Credit facility, maturity date | May 12, 2022 | |||
Line Of Credit Facility Unused Capacity Commitment Fee Percentage | 0.15% | |||
Outstanding borrowings | $ 0 | |||
Amount borrowed | $ 700,000,000 | |||
2015 Credit Facility | Revolving Credit Facility | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity under Credit Facility | $ 1,000,000,000 | |||
2015 Credit Facility | Revolving Credit Facility | Eurocurrency Spread | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.10% | |||
2015 Credit Facility | Revolving Credit Facility | Adjusted London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Borrowings, interest rate description | Adjusted LIBO Rate (or LIBO rate multiplied by the Statutory Reserve Rate) for an interest period of one month plus 1.00% | |||
Borrowings, interest rate | 1.00% | |||
2015 Credit Facility | Revolving Credit Facility | New York Fed Bank Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Borrowings, interest rate description | effect on such day plus 1/2 of 1.00% per annum | |||
2015 Credit Facility | Borrowings On Same Day Notice | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity under Credit Facility | $ 40,000,000 | |||
2015 Credit Facility | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity under Credit Facility | 15,000,000 | |||
Letters of credit outstanding amount | $ 3,000,000 | |||
2015 Credit Facility | Minimum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line Of Credit Facility Unused Capacity Commitment Fee Percentage | 0.15% | |||
2015 Credit Facility | Minimum | Revolving Credit Facility | Eurocurrency Spread | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.25% | |||
2015 Credit Facility | Minimum | Revolving Credit Facility | Adjusted London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.25% | |||
2015 Credit Facility | Minimum | Revolving Credit Facility | ABR Spread | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.25% | |||
2015 Credit Facility | Maximum | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line Of Credit Facility Unused Capacity Commitment Fee Percentage | 0.30% | |||
2015 Credit Facility | Maximum | Revolving Credit Facility | Eurocurrency Spread | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.00% | |||
2015 Credit Facility | Maximum | Revolving Credit Facility | Adjusted London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
2015 Credit Facility | Maximum | Revolving Credit Facility | ABR Spread | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.00% |
Debt - Chinese Credit Facility
Debt - Chinese Credit Facility - Additional Information (Details) - Chinese Credit Facility - Chinese Credit Facility Boa - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Borrowing capacity under Credit Facility | $ 30,000,000 | |
Period of credit facility | 1 year | |
Interest rate description | This credit facility generally bears interest at a rate based on the People’s Bank of China benchmark, including certain adjustments, which may be made in accordance with market conditions at the time of borrowing. | |
Outstanding borrowings | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Mar. 27, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Income Taxes [Line Items] | ||||
Temporary benefit, term of net operating loss carryback provisions,under CARES Act | 5 years | |||
Term of qualified leasehold improvements property, Prior to enactment of CARES Act | 39 years | |||
Term of qualified leasehold improvements property, After enactment of CARES Act | 15 years | |||
Percentage eligible for tax bonus depreciation, and potentially other provisions under CARES Act | 100.00% | |||
Income tax expense (benefit) | $ (11,000,000) | $ 7,000,000 | ||
Income tax rate differential benefit amount | (14,000,000) | |||
Accrued interest liability | 22,000,000 | |||
Accrued penalties | 0 | |||
Cumulative income tax expense recorded upon non-company related litigation | $ 15,000,000 | |||
Minimum | Expedia | IRS | Tax Years 2009 through 2013 | ||||
Income Taxes [Line Items] | ||||
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated | 35,000,000 | |||
Maximum | Expedia | IRS | Tax Years 2009 through 2013 | ||||
Income Taxes [Line Items] | ||||
Increase in income tax expense due to proposed adjustments related to transfer pricing with foreign subsidiary, estimated | $ 40,000,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |||
Accrued employee salary, bonus, and related benefits | $ 30 | $ 74 | |
Accrued marketing costs | 17 | 27 | |
Current income taxes payable | 4 | 14 | |
Finance lease liability - current portion | 5 | 5 | |
Operating lease liability - current portion | 20 | 20 | |
Other | [1] | 70 | 63 |
Total | $ 146 | $ 203 | |
[1] | The Company incurred pre-tax restructuring and other related reorganization costs of $9 million during the three months ended March 31, 2020, related to workforce reductions, which was recorded on our unaudited condensed consolidated statement of operations, of which $7 million was paid during the quarter and $2 million remains unpaid and is included in accrued expenses and other current liabilities on our unaudited condensed consolidated balance sheet as of March 31, 2020. |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Details of Accrued Expenses and Other Current Liabilities (Parenthetical) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accrued Expenses and Other Current Liabilities [Line Items] | |
Pre-tax restructuring and other related reorganization costs related to workforce reductions, | $ 9 |
Restructuring and other related reorganization costs paid | 7 |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities [Line Items] | |
Restructuring and other related reorganization costs unpaid | $ 2 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 31, 2018 | |
Schedule Of Capitalization Equity [Line Items] | ||||
Repurchase of common stock, shares | 4,707,450 | 0 | ||
Aggregate cost of shares repurchased, common stock | $ 115,000,000 | |||
Average price of shares repurchased, common stock | $ 24.32 | |||
Remaining authorized share repurchased amount | $ 75,000,000 | $ 190,000,000 | ||
Treasury stock, shares | 18,823,984 | 14,116,534 | ||
Aggregate cost of treasury stock | $ 722,000,000 | $ 607,000,000 | ||
Maximum | ||||
Schedule Of Capitalization Equity [Line Items] | ||||
Repurchase of shares of common stock authorized | $ 250,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segment | 2 |
Segment Information - Summary o
Segment Information - Summary of Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Segment Reporting Information [Line Items] | |||
Revenue | [1] | $ 278 | $ 376 |
Adjusted EBITDA | 40 | 89 | |
Depreciation | (25) | (23) | |
Amortization of intangible assets | (7) | (8) | |
Stock-based compensation | (26) | (27) | |
Restructuring and other related reorganization costs | (9) | ||
Operating income (loss) | (27) | 31 | |
Other income (expense), net | 2 | ||
Income (loss) before income taxes | (27) | 33 | |
(Provision) benefit for income taxes | 11 | (7) | |
Net income (loss) | (16) | 26 | |
Hotels, Media & Platform | |||
Segment Reporting Information [Line Items] | |||
Revenue | [1] | 169 | 254 |
Experiences & Dining Segment | |||
Segment Reporting Information [Line Items] | |||
Revenue | [1] | 83 | 80 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | [2] | 26 | 42 |
Adjusted EBITDA | [2] | 6 | 8 |
Reportable Segments | Hotels, Media & Platform | |||
Segment Reporting Information [Line Items] | |||
Revenue | [3] | 169 | 254 |
Adjusted EBITDA | [3] | 53 | 105 |
Reportable Segments | Experiences & Dining Segment | |||
Segment Reporting Information [Line Items] | |||
Revenue | 83 | 80 | |
Adjusted EBITDA | (19) | (24) | |
Corporate and Unallocated | |||
Segment Reporting Information [Line Items] | |||
Depreciation | (25) | (23) | |
Amortization of intangible assets | (7) | (8) | |
Stock-based compensation | (26) | $ (27) | |
Restructuring and other related reorganization costs | $ (9) | ||
[1] | Our revenue is recognized primarily at a point in time for all reported segments. | ||
[2] | Other consists of the combination of our Rentals, Flights/Cruises/Car, SmarterTravel and Tripadvisor China business units and does not constitute a reportable segment | ||
[3] | Includes allocated corporate general and administrative costs of $18 million and $14 million and Tripadvisor-branded advertising expenses (primarily television advertising) of $4 million and $29 million for the three months ended March 31, 2020 and 2019, respectively. |
Segment Information - Summary_2
Segment Information - Summary of Segment Information (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Segment Reporting Information [Line Items] | |||
General and administrative | [1] | $ 52 | $ 42 |
Reportable Segments | Hotels, Media & Platform | |||
Segment Reporting Information [Line Items] | |||
General and administrative | 18 | 14 | |
Advertising expense | $ 4 | $ 29 | |
[1] | Includes stock-based compensation expense as follows (Note 5): |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Apr. 28, 2020Employee | Jun. 30, 2020USD ($) | May 05, 2020USD ($) | Mar. 31, 2020USD ($) |
Revolving Credit Facility | 2015 Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Borrowing capacity under Credit Facility | $ 1,200,000,000 | |||
Subsequent Event | Revolving Credit Facility | 2015 Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Minimum liquidity required | $ 150,000,000 | |||
Borrowing capacity under Credit Facility | $ 1,000,000,000 | |||
COVID -19 | ||||
Subsequent Event [Line Items] | ||||
Expected total pre-tax restructuring and related reorganization costs | $ 30,000,000 | |||
COVID -19 | Forecast | ||||
Subsequent Event [Line Items] | ||||
Expected total pre-tax restructuring and related reorganization costs | $ 35,000,000 | |||
COVID -19 | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Reduction of headcount impacting workforce | Employee | 200 | |||
Furloughing of employees | Employee | 850 | |||
Temporary reduction of work schedule with corresponding pay reduction, percentage | 20.00% | |||
COVID -19 | Subsequent Event | Minimum | ||||
Subsequent Event [Line Items] | ||||
Reduction of headcount | Employee | 700 |