UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-36603

LIBERTY TRIPADVISOR HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		46-3337365 (I.R.S. Employer Identification No.)

12300 Liberty Boulevard, Englewood, Colorado 80112

(Address, including zip code, of Registrant’s principal executive offices)

Registrant’s telephone number, including area code: (720) 875-5200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Series A common stock	LTRPA	OTCQB Venture Market
Series B common stock	LTRPB	OTCQB Venture Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller Reporting Company ☒	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒

The number of outstanding shares of Liberty TripAdvisor Holdings, Inc. common stock as of July 31, 2024 was:


	Series A	Series B
Liberty TripAdvisor Holdings, Inc. common stock	73,084,484	4,232,532

Table of Contents

Table of Contents

Part I – Financial Information


	Item 1. Financial Statements
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Balance Sheets (unaudited)	I-3
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Operations (unaudited)	I-5
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Comprehensive Earnings (Loss) (unaudited)	I-6
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows (unaudited)	I-7
	LIBERTY TRIPADVISOR HOLDINGS, INC. Condensed Consolidated Statements of Equity (unaudited)	I-8
	LIBERTY TRIPADVISOR HOLDINGS, INC. Notes to Condensed Consolidated Financial Statements (unaudited)	I-10

	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	I-25
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	I-36
	Item 4. Controls and Procedures	I-36

Part II – Other Information
	Item 1. Legal Proceedings	II-1
	Item 1A. Risk Factors	II-1
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	II-1
	Item 5. Other Information	II-1
	Item 6. Exhibits	II-2


SIGNATURES		II-3

I-2

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(unaudited)


	June 30,		December 31,
	2024		2023

	amounts in millions
Assets
Current assets:
Cash and cash equivalents	$	1,193	1,090
Accounts receivable and contract assets, net of allowance for credit losses of $25 million and $21 million, respectively		253	192
Income taxes receivable		45	—
Other current assets		65	42
Total current assets		1,556	1,324
Property and equipment, net		79	87
Intangible assets not subject to amortization:
Goodwill		1,381	1,387
Trademarks		521	522
		1,902	1,909
Intangible assets subject to amortization, net		118	116
Other assets		140	124
Total assets	$	3,795	3,560

(continued)

See accompanying notes to condensed consolidated financial statements.

I-3

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Balance Sheets (Continued)

(unaudited)


	June 30,		December 31,
	2024		2023

	amounts in millions
Liabilities and Equity
Current liabilities:
Deferred merchant and other payables	$	483	265
Current portion of debt, including $307 million measured at fair value as of June 30, 2024		307	—
Deferred revenue		86	49
Series A Preferred Stock liability (note 6)		260	—
Accrued liabilities and other current liabilities		354	262
Total current liabilities		1,490	576
Long-term debt, including $0 and $287 million measured at fair value as of June 30, 2024 and December 31, 2023, respectively (note 5)		895	1,180
Deferred income tax liabilities		46	49
Financial instrument liabilities (note 4)		—	21
Series A Preferred Stock liability (note 6)		—	249
Other liabilities		162	253
Total liabilities		2,593	2,328
Equity:
Series A common stock, $.01 par value. Authorized 200,000,000 shares; issued and outstanding 73,084,484 shares at June 30, 2024 and 73,066,321 at December 31, 2023		1	1
Series B common stock, $.01 par value. Authorized shares 7,500,000; issued and outstanding 4,232,532 shares at June 30, 2024 and 4,057,532 at December 31, 2023		—	—
Series C common stock, $.01 par value. Authorized 200,000,000 shares; no shares issued		—	—
Additional paid-in capital		300	307
Accumulated other comprehensive earnings (loss), net of taxes		(10)	(2)
Retained earnings (deficit)		(741)	(724)
Total stockholders' equity		(450)	(418)
Noncontrolling interests in equity of subsidiaries		1,652	1,650
Total equity		1,202	1,232
Commitments and contingencies (note 8)
Total liabilities and equity	$	3,795	3,560

See accompanying notes to condensed consolidated financial statements.

I-4

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2024		2023	2024	2023

	amounts in millions, except
	per share amounts
Total revenue, net	$	497	494	892	865
Operating costs and expenses:
Operating expense, including stock-based compensation (note 2)		121	112	232	209
Selling, general and administrative, including stock-based compensation (note 2)		323	321	603	591
Depreciation and amortization		20	21	42	42
		464	454	877	842
Operating income (loss)		33	40	15	23
Other income (expense):
Interest expense		(17)	(17)	(34)	(33)
Dividend and interest income		13	12	26	23
Realized and unrealized gains (losses) on financial instruments, net		53	15	9	7
Other, net		(1)	(1)	(4)	(2)
		48	9	(3)	(5)
Earnings (loss) before income taxes		81	49	12	18
Income tax (expense) benefit		(14)	(20)	(57)	(77)
Net earnings (loss)		67	29	(45)	(59)
Less net earnings (loss) attributable to noncontrolling interests		18	19	(28)	(38)
Net earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders	$	49	10	(17)	(21)

Basic net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3):	$	0.64	0.13	(0.22)	(0.28)
Diluted net earnings (loss) attributable to Series A and Series B Liberty TripAdvisor Holdings, Inc. shareholders per common share (note 3):	$	0.63	0.13	(0.22)	(0.28)

See accompanying notes to condensed consolidated financial statements.

I-5

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Earnings (Loss)

(unaudited)


	Three months ended			Six months ended
	June 30,			June 30,
	2024		2023	2024	2023

	amounts in millions
Net earnings (loss)	$	67	29	(45)	(59)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments		1	(2)	(11)	5
Credit risk on fair value debt instruments gains (loss)		7	4	(6)	(7)
Reclassification adjustments included in net income (loss), net of tax		—	—	3	—
Other comprehensive earnings (loss)		8	2	(14)	(2)
Comprehensive earnings (loss)		75	31	(59)	(61)
Less comprehensive earnings (loss) attributable to the noncontrolling interests		19	18	(34)	(34)
Comprehensive earnings (loss) attributable to Liberty TripAdvisor Holdings, Inc. shareholders	$	56	13	(25)	(27)

See accompanying notes to condensed consolidated financial statements.

I-6

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)


	Six months ended
	June 30,
	2024		2023

	amounts in millions
Cash flows from operating activities:
Net earnings (loss)	$	(45)	(59)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities
Depreciation and amortization		42	42
Stock-based compensation		62	49
Realized and unrealized (gains) losses on financial instruments, net		(9)	(7)
Deferred income tax expense (benefit)		(9)	(11)
Other charges (credits), net		18	14
Changes in operating assets and liabilities
Current and other assets		(82)	(81)
Payables and other liabilities		207	290
Net cash provided (used) by operating activities		184	237
Cash flows from investing activities:
Capital expended for property and equipment, including capitalized website development		(31)	(31)
Net cash provided (used) by investing activities		(31)	(31)
Cash flows from financing activities:
Payment of withholding taxes on net share settlements of equity awards		(14)	(12)
Shares repurchased by subsidiary		(25)	(75)
Other financing activities, net		(4)	(6)
Net cash provided (used) by financing activities		(43)	(93)
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash		(7)	4
Net increase (decrease) in cash, cash equivalents and restricted cash		103	117
Cash, cash equivalents and restricted cash at beginning of period		1,090	1,053
Cash, cash equivalents and restricted cash at end of period	$	1,193	1,170

See accompanying notes to condensed consolidated financial statements.

I-7

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Equity

(unaudited)


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
	Common Stock				paid-in	comprehensive	Retained	equity of	Total
	Series A		Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

	amounts in millions
Balance at January 1, 2024	$	1	—	—	307	(2)	(724)	1,650	1,232
Net earnings (loss)		—	—	—	—	—	(17)	(28)	(45)
Other comprehensive earnings (loss)		—	—	—	—	(8)	—	(6)	(14)
Stock-based compensation		—	—	—	15	—	—	53	68
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(14)	—	—	—	(14)
Shares issued by subsidiary		—	—	—	(3)	—	—	3	—
Shares repurchased by subsidiary		—	—	—	(5)	—	—	(20)	(25)
Balance at June 30, 2024	$	1	—	—	300	(10)	(741)	1,652	1,202


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
		Common Stock			paid-in	comprehensive	Retained	equity of	Total
		Series A	Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

	amounts in millions
Balance at March 31, 2024	$	1	—	—	302	(17)	(790)	1,623	1,119
Net earnings (loss)		—	—	—	—	—	49	18	67
Other comprehensive earnings (loss)		—	—	—	—	7	—	1	8
Stock-based compensation		—	—	—	8	—	—	29	37
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(4)	—	—	—	(4)
Shares issued by subsidiary		—	—	—	(1)	—	—	1	—
Shares repurchased by subsidiary		—	—	—	(5)	—	—	(20)	(25)
Balance at June 30, 2024	$	1	—	—	300	(10)	(741)	1,652	1,202

See accompanying notes to condensed consolidated financial statements.

I-8

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Condensed Consolidated Statements of Equity (continued)

(unaudited)


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
	Common Stock				paid-in	comprehensive	Retained	equity of	Total
		Series A	Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

	amounts in millions
Balance at January 1, 2023	$	1	—	—	287	9	(439)	2,404	2,262
Net earnings (loss)		—	—	—	—	—	(21)	(38)	(59)
Other comprehensive earnings (loss)		—	—	—	—	(6)	—	4	(2)
Stock-based compensation		—	—	—	12	—	—	42	54
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(12)	—	—	—	(12)
Shares issued by subsidiary		—	—	—	(4)	—	—	4	—
Shares repurchased by subsidiary		—	—	—	24			(99)	(75)
Balance at June 30, 2023	$	1	—	—	307	3	(460)	2,317	2,168


	Stockholders' equity

						Accumulated		Noncontrolling
					Additional	other		interest in
		Common Stock			paid-in	comprehensive	Retained	equity of	Total
		Series A	Series B	Series C	capital	earnings (loss)	earnings (deficit)	subsidiaries	equity

		amounts in millions
Balance at March 31, 2023	$	1	—	—	281	—	(470)	2,374	2,186
Net earnings (loss)		—	—	—	—	—	10	19	29
Other comprehensive earnings (loss)		—	—	—	—	3	—	(1)	2
Stock-based compensation		—	—	—	6	—	—	23	29
Withholding taxes on net share settlements of stock-based compensation		—	—	—	(3)	—	—	—	(3)
Shares issued by subsidiary		—	—	—	(1)	—	—	1	—
Shares repurchased by subsidiary		—	—	—	24	—	—	(99)	(75)
Balance at June 30, 2023	$	1	—	—	307	3	(460)	2,317	2,168

See accompanying notes to condensed consolidated financial statements.

I-9

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Liberty TripAdvisor Holdings, Inc. and its controlled subsidiaries (collectively, "TripCo," "Consolidated TripCo," the "Company," "we," "us," or “our,” unless the context otherwise requires). TripCo does not have any operations outside of its controlling interest in its subsidiary Tripadvisor, Inc. (“Tripadvisor”).

The accompanying (a) condensed consolidated balance sheet as of December 31, 2023, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. Additionally, certain prior period amounts have been reclassified for comparability with the current period presentation, none of which were material to the presentation of the accompanying unaudited condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2023 as presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Under the accounting guidance in Accounting Standards Codification Topic 205, Presentation of Financial Statements (“ASC 205”), when preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. As a result of the considerations articulated below, we believe there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

In applying the accounting guidance in ASC 205, TripCo considered its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its conditional and unconditional obligations due over the twelve months after the date that its financial statements were issued. The Company specifically considered the redemption of the Series A Preferred Stock and TripCo’s 0.50% Exchangeable Senior Debentures due 2051 (the “Debentures”) in its analysis.

As disclosed in note 6, TripCo’s 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) is required to be redeemed for cash on March 27, 2025. As of June 30, 2024, the Redemption Price (as defined in note 6) of the Series A Preferred Stock was $260 million. As disclosed in note 5, the Debentures may be redeemed by TripCo, in whole or in part, on or after March 27, 2025. Holders of the Debentures also have the right to require TripCo to purchase their Debentures on March 27, 2025. As of June 30, 2024, the fair value of the Debentures was $307 million. If all holders exchanged their Debentures on March 27, 2025 and upon the redemption of the Company’s Series A Preferred Stock, TripCo would not have sufficient cash on hand to cover these obligations as of June 30, 2024. We note that Tripadvisor has sufficient cash to cover these obligations, but TripCo does not have ready access to Tripadvisor’s cash.

On February 9, 2024, TripCo’s board of directors authorized TripCo to engage in discussions with respect to a potential transaction (“Potential Transaction”), pursuant to which all of the outstanding stock of TripCo and all of the outstanding common stock and Class B common stock of Tripadvisor, would be acquired concurrently for cash. The board of directors of Tripadvisor has formed a special committee comprised of independent and disinterested directors of the board of directors of Tripadvisor (“Special Committee”). TripCo and the Special Committee have ceased discussions with third parties with respect to a Potential Transaction. Strategic alternatives with respect to TripCo remain under consideration. In light of current circumstances, management’s plans do not alleviate the substantial doubt that the entity will continue as a going concern.

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i) recognition and recoverability of goodwill, intangible and long-lived assets and (ii) accounting for income taxes to be its most significant estimates.

Tripadvisor and the Company were negatively impacted by the risks and uncertainties related to the COVID-19 pandemic and Tripadvisor’s business would be adversely and materially affected upon a resurgence of COVID-19 or the emergence of any new pandemic or other health crisis that results in reinstated travel bans and/or other government restrictions and mandates. Following the lifting of restrictions in connection with the COVID-19 pandemic, travel demand increased. In addition, the U.S. and other countries have seen significant increased inflation and decreases in discretionary spending patterns by consumers. If macroeconomic conditions deteriorate, consumer demand and spending may decline, Tripadvisor may not be able to pass on increased costs to its customers and Tripadvisor’s inability or failure to navigate the macroeconomic environment could harm its business, results of operations and financial condition.

Additionally, natural disasters, public health-related events, political instability, geopolitical conflicts, including the evolving events in the Middle East, acts of terrorism, fluctuations in currency values, and changes in global economic conditions are examples of other events that could have a negative impact on the travel industry, and, as a result, Tripadvisor’s financial results in the future.

Consumer travel expenditures have historically followed a seasonal pattern. Correspondingly, travel partner advertising investments, and therefore Tripadvisor’s revenue and operating profits, have also historically followed a seasonal pattern. Tripadvisor’s financial performance tends to be seasonally highest in the second and third quarters of a given year, which includes the seasonal peak in consumer demand, including traveler accommodation stays, and travel experiences taken, compared to the first and fourth quarters, which represent seasonal low points. In addition, during the first half of the year, experience bookings typically exceed the amount of completed experiences, resulting in higher cash flow related to working capital; while during the second half of the year, particularly in the third quarter, this pattern reverses and cash flows from these transactions are typically negative. Other factors may also impact typical seasonal fluctuations, such as significant shifts in Tripadvisor’s business mix, adverse economic conditions, or public health-related events, as well as other factors.

TripCo has entered into certain agreements, including the services agreement, the facilities sharing agreement and the tax sharing agreement, with Qurate Retail, Inc. (“Qurate Retail”) and/or Liberty Media Corporation (“Liberty Media”) (or certain of their subsidiaries). Pursuant to the services agreement (except as described below in respect to Gregory B. Maffei), Liberty Media provides TripCo with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. TripCo reimburses Liberty Media for direct, out-of-pocket expenses incurred by Liberty Media in providing these services and TripCo pays a services fee to Liberty Media under the services agreement that is subject to adjustment semi-annually, as necessary.

Pursuant to the services agreement, in connection with Liberty Media’s employment arrangement with Gregory B. Maffei, TripCo’s Chairman, President and Chief Executive Officer, components of Mr. Maffei’s compensation will either be paid directly to him or reimbursed to Liberty Media, in each case, based on allocations among Liberty Media and the Service Companies set forth in the amended services agreement, currently set at 5% for the Company but subject to adjustment on an annual basis and upon the occurrence of certain events.

Under the facilities sharing agreement, TripCo shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters in Englewood, Colorado.

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Qurate Retail and TripCo and other agreements related to tax matters.

Under these agreements, less than $1 million was reimbursable to Liberty Media for both of the three months ended June 30, 2024 and 2023, and approximately $1 million was reimbursable to Liberty Media for both of the six months ended June 30, 2024 and 2023.

(2) Stock-Based Compensation

TripCo - Equity Awards

TripCo has granted to certain of its directors and employees restricted stock units (“RSUs”) and stock options to purchase shares of TripCo common stock (collectively, “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). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and re-measures the fair value of the Award at each reporting date.

TripCo has calculated the GDFV for all of its equity classified options and any subsequent re-measurement of its liability classified options using the Black-Scholes-Merton model. TripCo estimates the expected term of the options based on historical exercise and forfeiture data. The volatility used in the calculation for options is based on the historical volatility of TripCo common stock. 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,
	2024		2023	2024	2023

	amounts in millions
Operating expense	$	14	11	26	21
Selling, general and administrative expense		20	15	36	28
	$	34	26	62	49

Stock-based compensation expense related to Tripadvisor was $34 million and $25 million for the three months ended June 30, 2024 and 2023, respectively, and $61 million and $48 million for the six months ended June 30, 2024 and 2023, respectively.

TripCo - Outstanding Awards

As of June 30, 2024, there were 1,035 thousand TripCo Series A common stock (“LTRPA”) options outstanding and 983 thousand LTRPA options exercisable at a weighted average exercise price (“WAEP”) of $6.04 and $6.14, respectively, a weighted average remaining contractual life of 2.9 years and an aggregate intrinsic value of zero. There were no options to purchase LTRPA granted, exercised or canceled during the six months ended June 30, 2024.

As of June 30, 2024, there were 600 thousand TripCo Series B common stock (“LTRPB”) options outstanding and exercisable at a WAEP of $4.23, a weighted average remaining contractual life of 3.4 years and an aggregate intrinsic value of $710 thousand. There were no grants, exercises or cancellations of LTRPB options during the six months ended June 30, 2024. On May 31, 2023, TripCo and our CEO agreed that TripCo would cancel the CEO’s vested and unexercised nonqualified stock options to purchase 1.8 million shares of LTRPB, which had been granted in December 2014 with an exercise price equal to $27.83 per share, in exchange for an immaterial cash payment.

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LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

During the six months ended June 30, 2024, pursuant to an agreement among TripCo, Liberty Media and our CEO, TripCo granted a cash award equal to $875,000 in satisfaction of the annual grant pursuant to which he was entitled under his employment agreement. The cash award cliff vests one year from the month of grant, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.

As of June 30, 2024, the total unrecognized compensation cost related to unvested Awards was approximately $486 thousand. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately one year.

As of June 30, 2024, TripCo reserved 1.6 million shares of LTRPA and LTRPB for issuance under exercise privileges of outstanding stock options.

Tripadvisor Equity Grant Awards

The following table presents the number and WAEP of the Awards to purchase Tripadvisor common stock (“TRIP common stock”) granted to certain officers, employees and directors of Tripadvisor.


				Weighted
				average
	TRIP			remaining	Aggregate
	common stock			contractual	intrinsic
	options	WAEP		life	value
	in thousands			in years	in millions
Outstanding at January 1, 2024	3,927	$	35.56
Granted	42	$	25.50
Exercised	(80)		24.36
Cancelled or expired	(234)	$	48.13
Outstanding at June 30, 2024	3,655	$	34.88	4.7	$	—
Exercisable at June 30, 2024	2,900	$	37.90	3.8	$	—
Vested and expected to vest after June 30, 2024	3,655	$	34.88	4.7	$	—

Tripadvisor’s stock options generally have a term of ten years from the date of grant and typically vest equally over a four-year requisite service period. Tripadvisor amortizes the GDFV of its stock option grants as stock-based compensation expense over the vesting term on a straight-line basis, with the amount of compensation expense recognized at any date at least equaling the portion of the GDFV of the award that is vested at that date. The weighted average GDFV of options issued was $13.64 per share for the six months ended June 30, 2024.

Additionally, during the six months ended June 30, 2024, Tripadvisor granted approximately 6 million units, vested and released approximately 3 million units, and had cancellations of approximately 1 million units, which included primarily service-based RSUs, as well as a limited number of performance-based RSUs (“PSUs”) and market-based restricted stock units (“MSUs”) under the TripAdvisor, Inc. 2018 Stock and Annual Incentive Plan. The estimated GDFV per RSU and PSU was measured based on the quoted price of TRIP common stock at the date of the grant, with PSUs calculated upon the establishment of performance targets and amortized on a straight-line basis over the requisite service period. Based upon actual attainment relative to the target financial metrics, employees have the ability to receive up to 200% of the target number originally granted, or to be issued none at all. As the MSUs provide for vesting based upon Tripadvisor’s total shareholder return, or “TSR,” performance, the potential outcomes of future stock prices and TSR of Tripadvisor and the Nasdaq Composite Total Return Index, was used to calculate the GDFV of these awards. The weighted average GDFV for RSUs, PSUs and MSUs granted, vested and released, and cancelled during the six months ended June 30, 2024 was $26.54 per share, $23.89 per share, and $22.89 per share, respectively.

I-13

Table of Contents

LIBERTY TRIPADVISOR HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

As of June 30, 2024, the total unrecognized compensation cost related to Tripadvisor stock-based awards, substantially RSUs, was approximately $307 million and will be recognized over a weighted average period of approximately 2.8 years.

(3) Earnings (Loss) Per Common Share (“EPS”)

Basic EPS is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding (“WASO”) for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares as if they had been converted at the beginning of the periods presented. Excluded from EPS for both of the three months ended June 30, 2024 and 2023 are 1 million of potential common shares due to stock options because their inclusion would be antidilutive. Excluded from EPS for the six months ended June 30, 2024 and 2023 are 1 million and 2 million, respectively, of potential common shares due to stock options because their inclusion would be antidilutive.


	TripCo Common Stock
	Three months ended		Six months ended
	June 30,		June 30,
	2024	2023	2024	2023

	number of shares in millions
Basic WASO	77	77	77	76
Potentially dilutive shares ⁽¹⁾	1	1	1	2
Diluted WASO	78	78	78	78

(1)

Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

(4) Assets and Liabilities Measured at Fair Value

For assets and liabilities required to be reported at fair value, GAAP provides a hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any material recurring assets or liabilities measured at fair value that would be considered Level 3.

The Company’s assets and liabilities measured at fair value are as follows:

June 30, 2024

December 31, 2023

Quoted prices

Significant

Quoted prices

Significant

in active

other

in active

other

markets for

observable

markets for

observable

identical assets

inputs

identical assets

inputs

Description

Total

(Level 1)

(Level 2)

Total

(Level 1)

(Level 2)

amounts in millions

Cash equivalents

332

—

404

—

Variable Prepaid Forward