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Goodwill
9 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill

NOTE 7: GOODWILL

We assess goodwill, which is not amortized, for impairment annually during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have occurred. We test goodwill for impairment at the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a particular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of the reporting unit as a whole is available to support the recoverability of its goodwill. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach.

The Company reorganized its reporting units pursuant to an internal restructuring during the second quarter of 2020. Following the internal restructuring changes, our legacy Dining and Flights/Cruises/Car reporting units were reorganized into four new distinct reporting units: (1) TheFork, (2) Tripadvisor Restaurants, (3) Flights & Car, and (4) Cruises, for the purposes of goodwill impairment testing. As a result, we first performed a qualitative assessment on our historical Dining and Flights/Cruise/Car reporting units prior to implementing the revised reporting unit structure and determined that it was more likely than not that the fair value of these reporting units was greater than the carrying value; which was consistent with our conclusion in the fourth quarter of 2019. We then performed a goodwill impairment test for each of the new reporting units using a quantitative assessment. We concluded the estimated fair values were in excess of the carrying values for each of the four new reporting units. We also performed sensitivity analyses, such as calculating estimated fair values using different rates for the weighted-average cost of capital and long-term rates of growth in the income approach and different revenue/income multiples in our market approach and the estimated fair values remained in excess of the carrying values. Therefore, no indications of impairment were identified as a result of these changes as of June 30, 2020. In addition, as a result of internal restructuring and the sale of its SmarterTravel business during the second quarter of 2020, our SmarterTravel reporting unit no longer exists. The sale of this business was not a material disposition. This change in reporting units had no impact on the composition of our operating segments, or the information that the CODM reviews to evaluate the financial performance of the Company’s operating segments.

Given the continued economic impact of COVID-19 during the third quarter of 2020, the Company also conducted a qualitative evaluation of relevant events and circumstances that would materially impact the fair value of each of our reporting units as of September 30, 2020. Based on such evaluation, we do not believe it is more likely than not that the fair value of our reporting units are below their respective carrying values as of September 30, 2020, with the exception of our Tripadvisor China reporting unit, as discussed below. As part of this evaluation, it was noted that, as of September 30, 2020, the Company’s market capitalization remained significantly in excess of its book value. The Company also observed its most recently completed goodwill impairment analyses indicated excess fair values over carrying values across our different reporting units. In addition, the Company considered any changes to key inputs used in our previous quantitative analysis’, including reporting unit forecasts, carrying values, and other key inputs, which included targeted sensitivity analysis on previous quantitative assessments, including applying hypothetical rate increases to the weighted average cost of capital used in our income approach analyses given the current COVID-19 environment, and the estimated fair values remained in excess of the carrying values. However, we believe the passage of time will provide new information regarding the expected duration, ultimate impact on consumer behavior, and long-term economic impacts of COVID-19 on the economy as a whole and to our business. The Company’s forecasting process in a COVID-19 environment is resulting in unprecedented challenges, given we are unable to predict the expected duration and ultimate severity of impacts of COVID-19 on the Company’s business. Accordingly, we continue to believe all of our reporting units are at an elevated risk for impairment in future periods. A prolonged decline in the outlook for future revenue and cash flows or other factors, related to COVID-19 or other events, could result in a determination that a non-cash impairment adjustment is required, which could be material. The Company will continue to monitor events and circumstances that may affect the fair value or carrying value of our reporting units.

During the third quarter of 2020, the Company recognized a goodwill impairment charge of $3 million, which represents all of the goodwill allocated to our Tripadvisor China reporting unit. This impairment was driven by a significant reduction in projected cash flows as a result of strategic decisions made by the Company in the third quarter of 2020.

The following table summarizes our goodwill activity by reportable segment for the period presented:

 

 

Hotels, Media & Platform

 

 

Experiences & Dining

 

 

Other (4)

 

 

Total

 

 

 

(in millions)

 

Balance as of December 31, 2019

 

$

405

 

 

$

333

 

 

$

102

 

 

$

840

 

   Re-allocation of goodwill (1)

 

 

2

 

 

 

 

 

 

(2

)

 

 

 

   Impairment

 

 

 

 

 

 

 

 

(3

)

 

 

(3

)

   Disposition (2)

 

 

 

 

 

 

 

 

(6

)

 

 

(6

)

   Foreign currency translation adjustments

 

 

 

 

 

7

 

 

 

(1

)

 

 

6

 

   Other adjustments (3)

 

 

 

 

 

6

 

 

 

 

 

 

6

 

Balance as of September 30, 2020

 

$

407

 

 

$

346

 

 

$

90

 

 

$

843

 

 

(1)

Re-allocation of goodwill as a result of changes to reporting units related to internal restructuring.

 

(2)

Disposition relates to the sale of our SmarterTravel business.

 

(3)

Other adjustments primarily relate to an immaterial business acquisition in our Experiences & Dining segment.

 

(4)

Other consists of the combination of our Rentals, Flights & Car, Cruises, and Tripadvisor China business units and does not constitute a reportable segment.