Annual report pursuant to Section 13 and 15(d)

TripAdvisor, Inc. Acquisitions and Dispositions

v3.8.0.1
TripAdvisor, Inc. Acquisitions and Dispositions
12 Months Ended
Dec. 31, 2017
TripAdvisor, Inc. Acquisitions  
TripAdvisor, Inc. Transactions

(4)  TripAdvisor Acquisitions and Dispositions

Acquisitions

During the year ended December 31, 2016, TripAdvisor completed five acquisitions for a total purchase price of $34 million. TripAdvisor paid net cash consideration of $28 million, which is net of $4 million of cash acquired, and includes $2 million in future holdback payments, which TripAdvisor currently expects to settle with its common stock. During the year ended December 31, 2015, TripAdvisor completed three acquisitions for a total purchase price consideration of $28 million and paid in cash.

 

The following table presents the purchase price allocations recorded on our consolidated balance sheet for the 2016 and 2015 acquisitions (in millions):

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2016

    

2015

    

 

 

amounts in millions

 

Goodwill

 

$

17

 

17

 

Intangible assets

 

 

25

 

12

 

Net tangible assets

 

 

 —

 

 1

 

Deferred tax liabilities, net

 

 

 —

 

(2)

 

Net liabilities assumed

 

 

(8)

 

 —

 

Total purchase price consideration

 

$

34

 

28

 

Intangible assets acquired during 2016 included trade names of $4 million, customer lists and supplier relationships of $4 million, subscriber relationships of $5 million, and technology and other of $12 million. The overall weighted-average life of the intangible assets acquired in the purchase of these businesses during 2016 was 6 years, and will be amortized on a straight-line basis over their estimated useful lives. Intangible assets acquired during 2015 included trade names of $2 million, customer lists and supplier relationships of $7 million, and technology and other of $3 million.  The overall weighted average life of the intangible assets acquired in the purchase of these businesses during 2015 was approximately 6 years, and will be amortized on a straight-line basis over their estimated useful lives.

Dispositions

On June 30, 2017, TripCo sold BuySeasons. The sale resulted in an $18 million loss, which is included in gain (loss) on dispositions, net in the accompanying consolidated statement of operations. BuySeasons is not presented as a discontinued operation as the sale did not represent a strategic shift that had a major effect on TripCo’s operations and financial results. Included in other revenue in the accompanying consolidated statements of operations is $13 million, $52 million, and $73 million for the years ended December 31, 2017, 2016 and 2015, respectively, related to BuySeasons. Included in net earnings (loss) in the accompanying consolidated statements of operations are losses of $2 million, $8 million, and $21 million for the years ended December 31, 2017, 2016, and 2015, respectively, related to BuySeasons. Included in total assets in the accompanying consolidated balance sheets as of December 31, 2016 is $23 million related to BuySeasons.

In August 2015, TripAdvisor sold its 100% interest in a Chinese subsidiary to an unrelated third party for $28 million in cash consideration.  Accordingly, TripAdvisor deconsolidated $11 million of assets (which included $3 million of cash sold) and $4 million of liabilities from its consolidated balance sheets and recognized a $20 million gain on sale in gain (loss) on dispositions, net on the consolidated statements of operations.