Quarterly report pursuant to Section 13 or 15(d)

Stock Based Compensation

v3.7.0.1
Stock Based Compensation
3 Months Ended
Mar. 31, 2017
Stock Based Compensation  
Stock Based Compensation

 

(2) Stock-Based Compensation

TripCo Incentive Plans

TripCo has granted to certain of its directors and employees options to purchase shares of TripCo common stock (“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).

TripCo has calculated the GDFV for all of its equity classified Awards using the Black-Scholes-Merton model. TripCo estimates the expected term of the Awards based on historical exercise and forfeiture data. Since TripCo common stock has not traded on the stock market for a significant length of time, the volatility used in the calculation for Awards is based on a blend of the historical volatility of TripCo and TripAdvisor common stock and the implied volatility of publicly traded TripCo and TripAdvisor options; as the most significant asset within TripCo, the volatility of TripAdvisor was considered in the overall volatility of TripCo. TripCo uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

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

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

March 31,

 

 

    

2017

    

2016

 

 

 

amounts in millions

 

Operating expense

 

$

 7

 

10

 

Selling, general and administrative expense

 

 

13

 

11

 

 

 

$

20

 

21

 

 

Stock-based compensation expense related to TripAdvisor was $19 million and $19 million for the three months ended March 31, 2017 and 2016, respectively.

 

TripCo - Outstanding Awards

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

 

 

 

 

remaining

 

Aggregate

 

 

 

 

 

 

 

 

contractual

 

intrinsic

 

 

 

Series A

 

WAEP

 

life

 

value

 

 

 

in thousands

 

 

 

 

in years

 

in millions

 

Outstanding at January 1, 2017

 

661

 

$

14.99

 

 

 

 

 

 

Granted

 

 —

 

$

 —

 

 

 

 

 

 

Exercised

 

(27)

 

$

13.53

 

 

 

 

 

 

Forfeited/Cancelled

 

 —

 

$

 —

 

 

 

 

 

 

Outstanding at March 31, 2017

 

634

 

$

15.05

 

2.6

 

$

 —

 

Exercisable at March 31, 2017

 

557

 

$

14.81

 

2.1

 

$

 —

 

There were no options to purchase shares of Series A common stock granted during the three months ended March 31, 2017. There was no activity during the period related to the TripCo Series B options.

As of March 31, 2017, the total unrecognized compensation cost related to unvested Awards was approximately $14 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2 years.

As of March 31, 2017, TripCo reserved 2.4 million shares of Series A and Series B common stock for issuance under exercise privileges of outstanding stock Awards.

TripAdvisor Equity Grant Awards

The following table presents the number and WAEP of the awards to purchase TripAdvisor common stock granted to certain officers, employees and directors of TripAdvisor.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

TripAdvisor

 

 

 

 

remaining

 

Aggregate

 

 

 

stock

 

 

 

 

contractual

 

intrinsic

 

 

 

options

 

WAEP

 

life

 

value

 

 

 

in thousands

 

 

 

 

in years

 

in millions

 

Outstanding at January 1, 2017

 

5,818

 

$

57.60

 

 

 

 

 

 

Granted

 

1,486

 

$

42.89

 

 

 

 

 

 

Exercised

 

(374)

 

$

29.10

 

 

 

 

 

 

Cancelled or expired

 

(170)

 

$

85.55

 

 

 

 

 

 

Outstanding at March 31, 2017

 

6,760

 

$

55.24

 

6.4

 

$

13

 

Exercisable at March 31, 2017

 

2,885

 

$

47.97

 

4.9

 

$

12

 

The weighted average grant date fair value of options granted was $17.20 for the three months ended March 31, 2017.  

As of March 31, 2017, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $64 million and will be recognized over a weighted average period of approximately 2.9 years. The total intrinsic value of stock options exercised for the three months ended March 31, 2017 and 2016 was $7 million and $12 million, respectively.

Additionally, during the three months ended March 31, 2017, TripAdvisor granted 3,732 thousand service based restricted stock units (“RSUs”) under its Amended and Restated 2011 Stock and Annual Incentive Plan for which the fair value was measured based on the quoted price of TripAdvisor common stock at the date of grant. The weighted average grant date fair value for RSUs granted during the three months ended March 31, 2017 was $42.90 per share. As of March 31, 2017, the total unrecognized compensation cost related to TripAdvisor RSUs was approximately $283 million and will be recognized over a weighted average period of approximately 3.4 years.