Liberty TripAdvisor Holdings, Inc. [LTRPA] Filings

10-Q 1 ltrpa-20230930x10q.htm 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-36603

LIBERTY TRIPADVISOR HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		46-3337365 (I.R.S. Employer Identification No.)

12300 Liberty Boulevard, Englewood, Colorado 80112

(Address, including zip code, of Registrant’s principal executive offices)

Registrant’s telephone number, including area code: (720) 875-5200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series A common stock	LTRPA	*
Series B common stock	LTRPB	*

* The registrant’s common shares trade on the OTCQB Venture Market as of October 30, 2023.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller Reporting Company ☒	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

The number of outstanding shares of Liberty TripAdvisor Holdings, Inc. common stock as of October 31, 2023 was:


	Series A	Series B
Liberty TripAdvisor Holdings, Inc. common stock	72,821,919	3,737,475

Table of Contents

Table of Contents

Part I – Financial Information


	Item 1. Financial Statements
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Balance Sheets (unaudited)	I-3
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Operations (unaudited)	I-5
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)	I-6
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows (unaudited)	I-7
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Equity (unaudited)	I-8
	LIBERTY TRIPADVISOR HOLDINGS, INC. Notes to Condensed Consolidated Financial Statements (unaudited)	I-10

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	I-26
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	I-36
	Item 4. Controls and Procedures	I-37

Part II – Other Information
	Item 1. Legal Proceedings	II-1
	Item 1A. Risk Factors	II-1
	Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	II-1
	Item 5. Other Information	II-1
	Item 6. Exhibits	II-2


SIGNATURES		II-3

I-2

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(unaudited)


	September 30,		December 31,
	2023		2022

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	1,150	1,053
Accounts receivable and contract assets, net of allowance for credit losses of $24 million and $28 million, respectively		234	205
Other current assets		43	45
Total current assets		1,427	1,303
Property and equipment, net		93	103
Intangible assets not subject to amortization:
Goodwill (note 5)		1,375	2,200
Trademarks (note 5)		520	726
		1,895	2,926
Intangible assets subject to amortization, net		115	112
Other assets, at cost, net of accumulated amortization		136	194
Total assets	$	3,666	4,638

(continued)

See accompanying notes to condensed consolidated financial statements.

I-3

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	September 30,		December 31,
	2023		2022

	amounts in millions
Liabilities and Equity
Current liabilities:
Deferred merchant and other payables	$	399	242
Deferred revenue		64	44
Accrued liabilities and other current liabilities		259	248
Total current liabilities		722	534
Long-term debt, including $271 million and $237 million measured at fair value as of September 30, 2023 and December 31, 2022, respectively (note 6)		1,162	1,125
Deferred income tax liabilities		58	120
Financial instrument liabilities (note 4)		9	30
Series A Preferred Stock liability (note 7)		244	230
Other liabilities		255	337
Total liabilities		2,450	2,376
Equity:
Series A common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 72,821,919 shares at September 30, 2023 and 72,641,163 at December 31, 2022		1	1
Series B common stock, $.01 par value. Authorized shares 7,500,000; issued and outstanding 3,737,475 shares at September 30, 2023 and 3,370,368 at December 31, 2022		—	—
Series C common stock, $.01 par value. Authorized 200,000,000 shares; no shares issued		—	—
Additional paid-in capital		310	287
Accumulated other comprehensive earnings (loss), net of taxes		—	9
Retained earnings (deficit)		(694)	(439)
Total stockholders' equity		(383)	(142)
Noncontrolling interests in equity of subsidiaries		1,599	2,404
Total equity		1,216	2,262
Commitments and contingencies (note 9)
Total liabilities and equity	$	3,666	4,638

See accompanying notes to condensed consolidated financial statements.

I-4

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended			Nine months ended
	September 30,			September 30,
	2023		2022	2023	2022

	amounts in millions, except
	per share amounts
Total revenue, net	$	533	459	1,398	1,138
Operating costs and expenses:
Operating expense, including stock-based compensation (note 2)		109	87	318	247
Selling, general and administrative, including stock-based compensation (note 2)		324	283	915	714
Depreciation and amortization		21	23	63	73
Impairment of goodwill and intangible assets (note 5)		1,025	—	1,025	—
Restructuring and other related reorganization costs (note 9)		18	—	18	—
		1,497	393	2,339	1,034
Operating income (loss)		(964)	66	(941)	104
Other income (expense):
Interest expense		(17)	(16)	(50)	(49)
Dividend and interest income		13	5	36	7
Realized and unrealized gains (losses) on financial instruments, net		(8)	(24)	(1)	35
Other, net		(2)	(4)	(4)	(9)
		(14)	(39)	(19)	(16)
Earnings (loss) before income taxes		(978)	27	(960)	88
Income tax (expense) benefit		14	(38)	(63)	(61)
Net earnings (loss)		(964)	(11)	(1,023)	27
Less net earnings (loss) attributable to noncontrolling interests		(730)	19	(768)	17
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders	$	(234)	(30)	(255)	10

Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3):	$	(3.04)	(0.39)	(3.36)	0.13
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3):	$	(3.04)	(0.39)	(3.36)	0.13

See accompanying notes to condensed consolidated financial statements.

I-5

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended			Nine months ended
	September 30,			September 30,
	2023		2022	2023	2022

	amounts in millions
Net earnings (loss)	$	(964)	(11)	(1,023)	27
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		(13)	(26)	(8)	(59)
Credit risk on fair value debt instruments gains (loss)		(1)	(11)	(8)	30
Other comprehensive earnings (loss)		(14)	(37)	(16)	(29)
Comprehensive earnings (loss)		(978)	(48)	(1,039)	(2)
Less comprehensive earnings (loss) attributable to the noncontrolling interests		(741)	(2)	(775)	(30)
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders	$	(237)	(46)	(264)	28

See accompanying notes to condensed consolidated financial statements.

I-6

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Nine months ended
	September 30,
	2023		2022

	amounts in millions
Cash flows from operating activities:
Net earnings (loss)	$	(1,023)	27
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
Depreciation and amortization		63	73
Impairment of goodwill and intangible assets		1,025	—
Stock-based compensation		74	68
Realized and unrealized (gains) losses on financial instruments, net		1	(35)
Deferred income tax expense (benefit)		(61)	8
Other charges (credits), net		21	28
Changes in operating assets and liabilities
Current and other assets		(16)	(13)
Payables and other liabilities		164	277
Net cash provided (used) by operating activities		248	433
Cash flows from investing activities:
Capital expended for property and equipment, including capitalized website development		(47)	(41)
Other investing activities, net		—	4
Net cash provided (used) by investing activities		(47)	(37)
Cash flows from financing activities:
Borrowings of debt		—	9
Payment of withholding taxes on net share settlements of equity awards		(14)	(18)
Shares repurchased by subsidiary		(75)	—
Other financing activities, net		(8)	(9)
Net cash provided (used) by financing activities		(97)	(18)
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash		(7)	(37)
Net increase (decrease) in cash, cash equivalents and restricted cash		97	341
Cash, cash equivalents and restricted cash at beginning of period		1,053	760
Cash, cash equivalents and restricted cash at end of period	$	1,150	1,101

See accompanying notes to condensed consolidated financial statements.

I-7

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Equity

(unaudited)


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
	Common Stock				paid-in	comprehensive	Retained	equity of	Total
	Series A		Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

	amounts in millions
Balance at January 1, 2023	$	1	—	—	287	9	(439)	2,404	2,262
Net earnings (loss)		—	—	—	—	—	(255)	(768)	(1,023)
Other comprehensive earnings (loss)		—	—	—	—	(9)	—	(7)	(16)
Stock-based compensation		—	—	—	19	—	—	63	82
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(14)	—	—	—	(14)
Shares issued by subsidiary		—	—	—	(6)	—	—	6	—
Shares repurchased by subsidiary		—	—	—	24	—	—	(99)	(75)
Balance at September 30, 2023	$	1	—	—	310	—	(694)	1,599	1,216


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
		Common Stock			paid-in	comprehensive	Retained	equity of	Total
		Series A	Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

	amounts in millions
Balance at June 30, 2023	$	1	—	—	307	3	(460)	2,317	2,168
Net earnings (loss)		—	—	—	—	—	(234)	(730)	(964)
Other comprehensive earnings (loss)		—	—	—	—	(3)	—	(11)	(14)
Stock-based compensation		—	—	—	7	—	—	21	28
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(2)	—	—	—	(2)
Shares issued by subsidiary		—	—	—	(2)	—	—	2	—
Balance at September 30, 2023	$	1	—	—	310	—	(694)	1,599	1,216

I-8

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Equity (continued)

(unaudited)


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
	Common Stock				paid-in	comprehensive	Retained	equity of	Total
		Series A	Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

	amounts in millions
Balance at January 1, 2022	$	1	—	—	288	(21)	(469)	2,328	2,127
Net earnings (loss)		—	—	—	—	—	10	17	27
Other comprehensive earnings (loss)		—	—	—	—	18	—	(47)	(29)
Stock-based compensation		—	—	—	18	—	—	57	75
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(18)	—	—	—	(18)
Shares issued by subsidiary		—	—	—	(5)	—	—	5	—
Balance at September 30, 2022	$	1	—	—	283	(3)	(459)	2,360	2,182


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
		Common Stock			paid-in	comprehensive	Retained	equity of	Total
		Series A	Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

		amounts in millions
Balance at June 30, 2022	$	1	—	—	288	13	(429)	2,341	2,214
Net earnings (loss)		—	—	—	—	—	(30)	19	(11)
Other comprehensive earnings (loss)		—	—	—	—	(16)	—	(21)	(37)
Stock-based compensation		—	—	—	6	—	—	19	25
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(9)	—	—	—	(9)
Shares issued by subsidiary		—	—	—	(2)	—	—	2	—
Balance at September 30, 2022	$	1	—	—	283	(3)	(459)	2,360	2,182

See accompanying notes to condensed consolidated financial statements.

I-9

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Liberty TripAdvisor Holdings, Inc. and its controlled subsidiaries (collectively, "TripCo," "Consolidated TripCo," the "Company," "we," "us," or “our,” unless the context otherwise requires). TripCo does not have any operations outside of its controlling interest in its subsidiary Tripadvisor, Inc. (“Tripadvisor”).

The accompanying (a) condensed consolidated balance sheet as of December 31, 2022, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2022 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) recognition and recoverability of goodwill, intangible and long-lived assets and (ii) accounting for income taxes to be its most significant estimates.

Tripadvisor and the Company were negatively impacted by the risks and uncertainties related to the COVID-19 pandemic. Tripadvisor believes the travel, leisure, hospitality, and restaurant industries, and Tripadvisor’s financial results, would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and mandates, any of which would likely negatively impact consumer demand, sentiment and discretionary spending patterns.

Additionally, other natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East, acts of terrorism, fluctuations in currency values, and changes in global economic conditions, are examples of other events that could have a negative impact on the travel industry, and, as a result, Tripadvisor’s financial results in the future.

Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore Tripadvisor’s revenue and operating profits, have also historically followed a seasonal pattern. Tripadvisor’s financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points. In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital, while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, such as further significant shifts in Tripadvisor’s business mix, adverse economic conditions, or public health-related events, as well as other factors.

On March 26, 2020, TripCo issued and sold 325,000 shares of TripCo’s newly-created 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for a purchase price of $1,000

I-10

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

per share. On March 29, 2021 and April 6, 2021, TripCo repurchased a portion of the Series A Preferred Stock. See further discussion about the Series A Preferred Stock in note 7.

TripCo has entered into certain agreements, including the services agreement, the facilities sharing agreement and the tax sharing agreement, with Qurate Retail, Inc. (“Qurate Retail”) and/or Liberty Media Corporation (“Liberty Media”) (or certain of their subsidiaries). Pursuant to the services agreement (except as described below in respect to Gregory B. Maffei), Liberty Media provides TripCo with general and administrative services including legal, tax, accounting, treasury and investor relations support. TripCo reimburses Liberty Media for direct, out-of-pocket expenses incurred by Liberty Media in providing these services and TripCo pays a services fee to Liberty Media under the services agreement that is subject to adjustment semi-annually, as necessary.

Pursuant to the services agreement, in connection with Liberty Media’s employment arrangement with Gregory B. Maffei, TripCo’s Chairman, President and Chief Executive Officer, components of Mr. Maffei’s compensation will either be paid directly to him by each of TripCo, Liberty Broadband Corporation, Atlanta Braves Holdings, Inc. and Qurate Retail (collectively, the “Service Companies”) or reimbursed to Liberty Media, in each case, based on allocations among Liberty Media and the Service Companies set forth in the amended services agreement, currently set at 5% for the Company but subject to adjustment on an annual basis and upon the occurrence of certain events.

Under the facilities sharing agreement, TripCo shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado.

The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and TripCo and other agreements related to tax matters.

Under these agreements, approximately $1 million was reimbursable to Liberty Media for both of the three months ended September 30, 2023 and 2022, respectively, and approximately $2 million was reimbursable to Liberty Media for both of the nine months ended September 30, 2023 and 2022, respectively.

(2) Stock-Based Compensation

TripCo Equity Awards

TripCo has granted to certain of its directors and employees restricted stock units (“RSUs”) and stock options to purchase shares of TripCo common stock (collectively, “Awards”). TripCo measures the cost of employee services received in exchange for an equity classified Award based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and re-measures the fair value of the Award at each reporting date.

TripCo has calculated the GDFV for all of its equity classified options and any subsequent re-measurement of its liability classified options using the Black-Scholes-Merton model. TripCo estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of TripCo common stock. TripCo uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, the majority of which relates to Tripadvisor as discussed below:


	Three months ended			Nine months ended
	September 30,			September 30,
	2023		2022	2023	2022

	amounts in millions
Operating expense	$	10	9	31	28
Selling, general and administrative expense		15	14	43	40
	$	25	23	74	68

Stock-based compensation expense related to Tripadvisor was $24 million and $22 million for the three months ended September 30, 2023 and 2022, respectively, and $72 million and $65 million for the nine months ended September 30, 2023, and 2022, respectively.

TripCo - Outstanding Awards

The following table presents the number and weighted average exercise price (“WAEP”) of options to purchase TripCo common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining contractual life and aggregate intrinsic value of the options.


				Weighted
				average
				remaining	Aggregate
				contractual	intrinsic
	Series A	WAEP		life	value
	in thousands			in years	in millions
Outstanding at January 1, 2023	1,102	$	6.65
Granted	—	$	—
Exercised	—	$	—
Forfeited/Cancelled	—	$	—
Outstanding at September 30, 2023	1,102	$	6.65	3.4	$	—
Exercisable at September 30, 2023	815	$	7.45	3.2	$	—

As of September 30, 2023, there were 600 thousand TripCo Series B common stock (“LTRPB”) options outstanding and exercisable at a WAEP of $4.23 and a weighted average remaining contractual life of 4.1 years. There were no grants or exercises of LTRPB during the nine months ended September 30, 2023. On May 31, 2023, TripCo and our CEO agreed that TripCo would cancel the CEO’s vested and unexercised nonqualified stock options to purchase 1.8 million shares of LTRPB, which had been granted in December 2014 with an exercise price equal to $27.83 per share, in exchange for an immaterial cash payment.

During the nine months ended September 30, 2023, pursuant to an agreement among TripCo, Liberty Media Corporation and our CEO, TripCo granted 175 thousand performance-based RSUs of LTRPB to our CEO and a cash award equal to $656,250 in satisfaction of the annual grant pursuant to which he was entitled under his employment agreement. The RSUs had a GDFV of $1.04 per share at the time they were granted. The RSUs and the cash award cliff vest one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.

As of September 30, 2023, the total unrecognized compensation cost related to unvested Awards was approximately $1.6 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

weighted average period of approximately 1.7 years.

As of September 30, 2023, TripCo reserved 1.7 million shares of TripCo Series A common stock (“LTRPA”) and LTRPB for issuance under exercise privileges of outstanding stock options.

Tripadvisor Equity Grant Awards

The following table presents the number and WAEP of the Awards to purchase Tripadvisor common stock (“TRIP common stock”) granted to certain officers, employees and directors of Tripadvisor.


				Weighted
				average
	TRIP			remaining	Aggregate
	common stock			contractual	intrinsic
	options	WAEP		life	value
	in thousands			in years	in millions
Outstanding at January 1, 2023	5,462	$	43.48
Granted	150	$	20.51
Cancelled or expired (1)	(1,622)	$	60.21
Outstanding at September 30, 2023	3,990	$	35.81	5.4	$	—
Exercisable at September 30, 2023	2,846	$	40.01	4.1	$	—
Vested and expected to vest after September 30, 2023	3,844	$	36.14	5.3	$	—

(1)

Inclusive of 1.1 million stock options awarded in August 2013 to Tripadvisor’s former CEO, that expired during the third quarter of 2023. The expiration of these stock options had no impact on Tripadvisor’s stock compensation expense under GAAP during the third quarter of 2023.

The weighted average GDFV of options granted was $10.32 per share for the nine months ended September 30, 2023.

Additionally, during the nine months ended September 30, 2023, Tripadvisor granted approximately 7 million units, vested and released approximately 3 million units, and had cancellations of approximately 1 million units, which included primarily service-based RSUs, as well as a limited number of performance-based RSUs (“PSUs”) and market-based restricted stock units (“MSUs”) under the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan. The estimated GDFV per RSU and PSU was measured based on the quoted price of TRIP common stock at the date of the grant, with PSUs calculated upon the establishment of performance targets and amortized on a straight-line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. As the MSUs provide for vesting based upon Tripadvisor’s total shareholder return, or “TSR,” performance, the potential outcomes of future stock prices and TSR of Tripadvisor and the Nasdaq Composite Total Return Index, was used to calculate the GDFV of these awards. The weighted average GDFV for RSUs, PSUs and MSUs granted, vested and released, and cancelled during the nine months ended September 30, 2023 was $21.25 per share, $30.12 per share, and $25.33 per share, respectively.

As of September 30, 2023, the total unrecognized compensation cost related to Tripadvisor stock-based awards, substantially RSUs, was approximately $255 million and will be recognized over a weighted average period of approximately 2.8 years.

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Table of Contents

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(3) Earnings (Loss) Per Common Share (“EPS”)

Basic EPS is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for the three and nine months ended September 30, 2023 are 1 million and 2 million, respectively, of potential common shares due to stock options because their inclusion would be antidilutive. Excluded from EPS for both of the three and nine months ended September 30, 2022 are 3 million of potential common shares due to stock options because their inclusion would be antidilutive.


	TripCo Common Stock
	Three months ended		Nine months ended
	September 30,		September 30,
	2023	2022	2023	2022

	number of shares in millions
Basic WASO	77	76	76	76
Potentially dilutive shares ⁽¹⁾	2	2	2	1

Liberty TripAdvisor Holdings, Inc. [LTRPA] Filings
Liberty TripAdvisor Holdings, Inc. [LTRPB] Filings
10-Q	[2023-11-06]
10-Q	[2023-08-02]
10-Q	[2023-05-03]
10-K	[2023-02-17]
10-Q	[2022-11-07]
10-Q	[2022-08-04]
10-Q	[2022-05-04]
10-K	[2022-02-22]
10-Q	[2021-11-08]
10-Q	[2021-08-05]
10-Q	[2021-05-07]
10-K	[2021-02-19]
10-Q	[2020-11-05]
10-Q	[2020-08-06]
10-Q	[2020-05-08]
10-K	[2020-02-19]
10-Q	[2019-11-06]
10-Q	[2019-08-07]
10-Q	[2019-05-07]
10-K	[2019-02-22]
10-Q	[2018-11-07]
10-Q	[2018-08-01]
10-Q	[2018-05-09]
10-K	[2018-02-21]
10-Q	[2017-11-08]
10-Q	[2017-08-08]
10-Q	[2017-05-09]
10-K	[2017-02-17]
10-Q	[2016-11-08]
10-Q	[2016-08-05]
10-Q	[2016-05-09]
10-K	[2016-02-18]
10-Q	[2015-11-10]
10-Q	[2015-08-13]
10-Q	[2015-05-14]
10-K	[2015-03-12]
10-Q	[2014-11-12]
10-Q	[2014-09-25]
S-1	[2014-05-06]

Liberty TripAdvisor Holdings, Inc. [LTRPA] Filings

Liberty TripAdvisor Holdings, Inc. [LTRPB] Filings