Quarterly report pursuant to Section 13 or 15(d)

Stock Based Compensation

v3.2.0.727
Stock Based Compensation
6 Months Ended
Jun. 30, 2015
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 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 grant-date fair value for all of its equity classified Awards using the Black-Scholes Model. TripCo estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of TripCo’s stock and the implied volatility of publicly traded TripCo options. 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

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

    

2015

    

2014

    

2015

    

2014

 

 

 

amounts in millions

 

Operating expense

 

$

8

 

7

 

15

 

14

 

Selling, general and administrative expense

 

 

12

 

10

 

24

 

20

 

 

 

$

20

 

17

 

39

 

34

 

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, 2015

 

1,090

 

$

13.94

 

 

 

 

 

 

Granted

 

 —

 

$

 —

 

 

 

 

 

 

Exercised

 

(340)

 

$

13.90

 

 

 

 

 

 

Forfeited/Cancelled

 

(1)

 

$

23.02

 

 

 

 

 

 

Outstanding at June 30, 2015

 

749

 

$

13.94

 

3.9

 

$

14

 

Exercisable at June 30, 2015

 

382

 

$

12.98

 

3.3

 

$

7

 

There was no activity during the period related to the TripCo Series B options.

As of June 30, 2015, the total unrecognized compensation cost related to unvested Awards was approximately $22 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 3.2 years.

As of June 30, 2015, TripCo reserved 2.5 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 weighted average exercise price (“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, 2015

 

8,651

 

$

44.47

 

 

 

 

 

 

Granted

 

379

 

$

85.83

 

 

 

 

 

 

Exercised

 

(2,645)

 

$

34.11

 

 

 

 

 

 

Cancelled or expired

 

(197)

 

$

51.33

 

 

 

 

 

 

Outstanding at June 30, 2015

 

6,188

 

$

51.21

 

6.0

 

$

228

 

Exercisable at June 30, 2015

 

2,606

 

$

34.92

 

4.9

 

$

137

 

The weighted average grant date fair value of options granted was $33.68 for the six months ended June 30, 2015.  

As of June 30, 2015, the total unrecognized compensation cost related to unvested TripAdvisor stock options was approximately $77 million and will be recognized over a weighted average period of approximately 2.5 years. The total intrinsic value of stock options exercised for the six months ended June 30, 2015 and 2014 was $122 million and $51 million, respectively.

Additionally, during the six months ended June 30, 2015, TripAdvisor granted 606 thousand service based RSUs under its 2011 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 RSU’s granted during the six months ended June 30, 2015 was $85.28 per share. As of June 30, 2015, the total unrecognized compensation cost related to TripAdvisor RSUs was approximately $92 million and will be recognized over a weighted average period of approximately 3 years.