XML 47 R25.htm IDEA: XBRL DOCUMENT
v3.21.1

Stock Based Awards and Other Equity Instruments (Tables) | 3 Months Ended
--- | ---
Mar. 31, 2021
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, |
|  | 2021 |  |  | 2020 |
|  | (in millions) |
Selling and marketing |  | $ | 4 |  |  | $ | 4 |
Technology and content |  |  | 12 |  |  |  | 11 |
General and administrative |  |  | 13 |  |  |  | 11 |
Total stock-based compensation |  |  | 29 |  |  |  | 26 |
Income tax benefit from stock-based compensation |  |  | (5 | ) |  |  | (6 | )
Total stock-based compensation, net of tax effect |  | $ | 24 |  |  | $ | 20 |
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, 2021, 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, 2020 |  |  | 5,615 |  |  | $ | 46.31 |  |  |  |  |  |  |  |  |
Granted |  |  | 699 |  |  |  | 45.92 |  |  |  |  |  |  |  |  |
Exercised (1) |  |  | (628 | ) |  |  | 34.70 |  |  |  |  |  |  |  |  |
Cancelled or expired |  |  | (94 | ) |  |  | 40.93 |  |  |  |  |  |  |  |  |
Options outstanding at March 31, 2021 |  |  | 5,592 |  |  | $ | 47.66 |  |  |  | 5.6 |  |  | $ | 62 |
Exercisable as of March 31, 2021 |  |  | 3,203 |  |  | $ | 55.64 |  |  |  | 3.7 |  |  | $ | 22 |
Vested and expected to vest after March 31, 2021 (2) |  |  | 5,592 |  |  | $ | 47.66 |  |  |  | 5.6 |  |  | $ | 62 |
| (1) | Inclusive of 357,148 stock options which were not converted into shares due to net share settlement in order to cover the aggregate exercise price and the required amount of employee withholding taxes. Potential shares which were withheld in connection with exercised stock options due to net share settlement to satisfy required employee tax withholding requirements and payment of the aggregate exercise price 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.
| (2) | 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, |
|  | 2021 |  |  | 2020 |
Risk free interest rate |  |  | 0.65 | % |  |  | 1.18 | %
Expected term (in years) |  |  | 5.33 |  |  |  | 5.30 |
Expected volatility |  |  | 49.69 | % |  |  | 42.64 | %
Expected dividend yield |  | — % |  |  | — % |
Weighted-average grant date fair value |  | $ | 20.35 |  |  | $ | 10.18 |
Summary of RSU Activity | A summary of our activity with respect to restricted stock units (“RSUs”), consisting primarily of service-based vesting terms, during the three months ended March 31, 2021 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, 2020 |  |  | 8,111 |  |  | $ | 32.29 |  |  |  |  |
Granted |  |  | 2,078 |  |  |  | 45.79 |  |  |  |  |
Vested and released (1) |  |  | (2,360 | ) |  |  | 33.94 |  |  |  |  |
Cancelled |  |  | (307 | ) |  |  | 32.14 |  |  |  |  |
Unvested RSUs outstanding as of March 31, 2021 |  |  | 7,522 |  |  | $ | 35.50 |  |  | $ | 405 |
| (1) | Inclusive of 534,159 RSUs withheld due to net share settlement to satisfy required employee tax withholding requirements. Potential shares which were withheld in connection with settlement of RSUs to satisfy required employee tax withholding requirements remain in the authorized but unissued pool under 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, 2021 related to our non-vested equity awards is presented below (in millions, except in years information):
|  | Stock |  |  |  |  |
|  | Options |  |  | RSUs/MSUs |
Unrecognized compensation expense |  | $ | 28 |  |  | $ | 212 |
Weighted average period remaining (in years) |  |  | 2.6 |  |  |  | 2.5 |
MSUs |
Summary of RSU Activity | A summary of our activity related to market-based RSUs (“MSUs”) during the three months ended March 31, 2021 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, 2020 |  |  | 174 |  |  | $ | 37.29 |  |  |  |  |
Granted |  |  | ― |  |  |  | ― |  |  |  |  |
Vested and released |  |  | ― |  |  |  | ― |  |  |  |  |
Cancelled |  |  | ― |  |  |  | ― |  |  |  |  |
Unvested MSUs outstanding as of March 31, 2021 |  |  | 174 |  |  | $ | 37.29 |  |  | $ | 9 |

X
- Definition Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.F) -URI http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901 + Details
Name: | us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901 + Details
Name: | us-gaap_ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(1) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901 + Details
Name: | us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901 + Details
Name: | us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of cost not yet recognized and weighted-average period over which cost is expected to be recognized for nonvested award under share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901 + Details
Name: | us-gaap_ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_AwardTypeAxis=trip_MarketBasedRestrictedStockUnitsMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |