Annual report pursuant to Section 13 and 15(d)

Acquisitions and Dispositions

v3.10.0.1
Acquisitions and Dispositions
12 Months Ended
Dec. 31, 2018
Acquisitions and Dispositions  
Acquisitions and Dispositions

(4)  Acquisitions and Dispositions

Acquisitions

During the year ended December 31, 2018, TripAdvisor acquired one business for a purchase price and net cash consideration of $23 million.

 

During the year ended December 31, 2016, TripAdvisor completed five acquisitions of certain businesses for a total purchase price of $34 million. TripAdvisor paid net cash consideration of $29 million, which is net of $4 million of cash acquired, and includes $1 million in future holdback payments, which TripAdvisor currently expects to settle with its common stock.

 

The following table presents the purchase price allocations recorded on our consolidated balance sheet for the 2018 and 2016 acquisitions (in millions):

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2018

 

2017

    

2016

    

 

 

amounts in millions

 

Goodwill

 

$

11

 

 —

 

17

 

Intangible assets

 

 

14

 

 —

 

25

 

Deferred tax liabilities, net

 

 

(2)

 

 —

 

 —

 

Net liabilities assumed

 

 

 —

 

 —

 

(8)

 

Total purchase price consideration

 

$

23

 

 —

 

34

 

Intangible assets acquired during 2018 were comprised of supplier relationships of $6 million and technology and other of $8 million. The overall weighted-average life of the intangible assets acquired in the purchase of this business was 8 years, and will be amortized on a straight-line basis over the estimated useful lives from acquisition date. 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 from acquisition date.

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 and $52 million for the years ended December 31, 2017 and 2016, respectively, related to BuySeasons. Included in net earnings (loss) in the accompanying consolidated statements of operations are losses of $2 million and $8 million for the years ended December 31, 2017 and 2016, respectively, related to BuySeasons.