e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2008
OR
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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: 000-51447
EXPEDIA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-2705720 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
3150 139th Avenue SE
Bellevue, WA 98005
(Address of principal executive office) (Zip Code)
(425) 679-7200
(Registrants telephone number, including area code)
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The number of shares outstanding of each of the registrants classes of common stock as of
April 18, 2008 was:
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Common stock, $0.001 par value per share
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260,651,271 shares |
Class B common stock, $0.001 par value per share
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25,599,998 shares |
Expedia, Inc.
Form 10-Q
For the Quarter Ended March 31, 2008
Contents
Part I.
Item 1. Consolidated Financial Statements
EXPEDIA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
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Three months ended |
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March 31, |
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2008 |
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2007 |
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Revenue |
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$ |
687,817 |
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$ |
550,511 |
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Cost of revenue (1) |
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151,943 |
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121,298 |
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Gross profit |
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535,874 |
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429,213 |
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Operating expenses: |
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Selling and marketing (1) |
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287,122 |
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222,268 |
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General and administrative (1) |
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88,401 |
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76,163 |
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Technology and content (1) |
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52,302 |
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42,252 |
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Amortization of intangible assets |
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18,051 |
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21,196 |
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Operating income |
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89,998 |
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67,334 |
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Other income (expense): |
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Interest income |
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8,115 |
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7,269 |
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Interest expense |
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(15,700 |
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(11,176 |
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Other, net |
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(3,673 |
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(5,495 |
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Total other expense, net |
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(11,258 |
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(9,402 |
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Income before income taxes and minority interest |
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78,740 |
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57,932 |
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Provision for income taxes |
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(28,972 |
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(23,612 |
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Minority interest in loss of consolidated subsidiaries, net |
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1,538 |
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456 |
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Net income |
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$ |
51,306 |
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$ |
34,776 |
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Net earnings per share available to common stockholders: |
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Basic |
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$ |
0.18 |
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$ |
0.11 |
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Diluted |
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0.17 |
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0.11 |
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Shares used in computing earnings per share: |
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Basic |
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285,117 |
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307,828 |
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Diluted |
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294,031 |
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323,749 |
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(1) |
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Includes stock-based compensation as follows: |
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Cost of revenue |
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$ |
675 |
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$ |
883 |
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Selling and marketing |
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3,739 |
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3,235 |
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General and administrative |
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8,950 |
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7,669 |
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Technology and content |
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4,442 |
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4,073 |
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Total stock-based compensation |
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$ |
17,806 |
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$ |
15,860 |
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See accompanying notes.
2
EXPEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
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March 31, |
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December 31, |
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2008 |
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2007 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
697,868 |
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$ |
617,386 |
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Restricted cash and cash equivalents |
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29,854 |
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16,655 |
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Accounts receivable, net of allowance of $7,785 and $6,081 |
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367,930 |
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268,008 |
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Prepaid merchant bookings |
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103,302 |
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66,778 |
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Prepaid expenses and other current assets |
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99,586 |
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76,828 |
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Total current assets |
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1,298,540 |
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1,045,655 |
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Property and equipment, net |
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184,422 |
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179,490 |
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Long-term investments and other assets |
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101,733 |
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93,182 |
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Intangible assets, net |
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978,683 |
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970,757 |
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Goodwill |
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6,067,395 |
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6,006,338 |
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TOTAL ASSETS |
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$ |
8,630,773 |
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$ |
8,295,422 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable, merchant |
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$ |
794,173 |
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$ |
704,044 |
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Accounts payable, other |
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168,144 |
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148,233 |
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Deferred merchant bookings |
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1,127,352 |
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609,117 |
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Deferred revenue |
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18,372 |
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11,957 |
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Accrued expenses and other current liabilities |
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260,356 |
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301,001 |
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Total current liabilities |
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2,368,397 |
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1,774,352 |
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Long-term debt |
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500,000 |
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500,000 |
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Credit facility |
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240,000 |
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585,000 |
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Deferred income taxes, net |
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360,958 |
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351,168 |
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Other long-term liabilities |
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215,010 |
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204,886 |
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Minority interest |
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59,972 |
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61,935 |
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Commitments and contingencies |
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Stockholders equity: |
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Preferred stock $.001 par value |
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Authorized shares: 100,000 |
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Series A shares issued and outstanding: 1 and 1 |
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Common stock $.001 par value |
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339 |
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337 |
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Authorized shares: 1,600,000 |
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Shares issued: 338,569 and 337,057 |
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Shares outstanding: 260,582 and 259,489 |
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Class B common stock $.001 par value |
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26 |
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26 |
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Authorized shares: 400,000 |
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Shares issued and outstanding: 25,600 and 25,600 |
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Additional paid-in capital |
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5,922,732 |
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5,902,582 |
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Treasury stock Common stock, at cost |
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(1,728,363 |
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(1,718,833 |
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Shares: 77,986 and 77,568 |
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Retained earnings |
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653,510 |
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602,204 |
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Accumulated other comprehensive income |
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38,192 |
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31,765 |
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Total stockholders equity |
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4,886,436 |
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4,818,081 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
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$ |
8,630,773 |
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$ |
8,295,422 |
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See accompanying notes.
3
EXPEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
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Three months ended March 31, |
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2008 |
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2007 |
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Operating activities: |
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Net income |
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$ |
51,306 |
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$ |
34,776 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation of property and equipment, including internal-use software
and website development |
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17,068 |
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14,388 |
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Amortization of intangible assets and stock-based compensation |
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35,857 |
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37,056 |
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Deferred income taxes |
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7,908 |
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4,443 |
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Unrealized (gain) loss on derivative instruments, net |
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(4,980 |
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1,391 |
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Equity in loss of unconsolidated affiliates |
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823 |
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1,295 |
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Minority interest in loss of consolidated subsidiaries, net |
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(1,538 |
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(456 |
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Foreign exchange (gain) loss on cash and cash equivalents, net |
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(234 |
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1,879 |
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Other |
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615 |
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367 |
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Changes in operating assets and liabilities, net of effects from acquisitions: |
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Accounts receivable |
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(93,285 |
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(71,588 |
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Prepaid merchant bookings and prepaid expenses |
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(66,372 |
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(58,135 |
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Accounts payable, merchant |
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88,014 |
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55,309 |
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Accounts payable, other, accrued expenses and other current liabilities |
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3,995 |
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35,681 |
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Deferred merchant bookings |
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518,219 |
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480,365 |
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Deferred revenue |
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6,383 |
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1,285 |
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Net cash provided by operating activities |
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563,779 |
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538,056 |
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Investing activities: |
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Capital expenditures, including internal-use software and website development |
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(33,188 |
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(18,332 |
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Acquisitions, net of cash acquired |
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(82,455 |
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(39,851 |
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Increase in long-term investments and deposits |
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(7,157 |
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(28,507 |
) |
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Net cash used in investing activities |
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(122,800 |
) |
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(86,690 |
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Financing activities: |
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Credit facility borrowings |
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150,000 |
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Credit facility repayments |
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(345,000 |
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(150,000 |
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Changes in restricted cash and cash equivalents |
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(14,756 |
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(9,489 |
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Proceeds from exercise of equity awards |
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1,665 |
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8,272 |
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Excess tax benefit on equity awards |
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1,333 |
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820 |
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Treasury stock activity |
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(9,488 |
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(666,483 |
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Other, net |
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393 |
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Net cash used in financing activities |
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(366,246 |
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(666,487 |
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Effect of exchange rate changes on cash and cash equivalents |
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5,749 |
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(431 |
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Net increase (decrease) in cash and cash equivalents |
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80,482 |
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(215,552 |
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Cash and cash equivalents at beginning of period |
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617,386 |
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853,274 |
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Cash and cash equivalents at end of period |
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$ |
697,868 |
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$ |
637,722 |
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Supplemental cash flow information |
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Cash paid for interest |
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$ |
25,511 |
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$ |
19,555 |
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Income tax payments, net |
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7,604 |
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3,151 |
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See accompanying notes.
4
Notes to Consolidated Financial Statements
March 31, 2008
(Unaudited)
Note 1 Basis of Presentation
Description of Business
Expedia, Inc. and its subsidiaries provide travel products and services to leisure and
corporate travelers in the United States and abroad. These travel products and services are offered
through a diversified portfolio of brands including: Expedia.com®,
Hotels.com®, Hotwire.comtm, our private label programs (Worldwide
Travel Exchange and Interactive Affiliate Network), Classic Vacations, Expedia®
Corporate Travel (ECT), eLongtm, Inc. (eLong) and TripAdvisor®
Media Network. In addition, many of these brands have related international points of sale. We
refer to Expedia, Inc. and its subsidiaries collectively as Expedia, the Company, us, we
and our in these consolidated financial statements.
Basis of Presentation
These accompanying financial statements present our results of operations, financial position
and cash flows on a consolidated basis. The unaudited consolidated financial statements include
Expedia, Inc., our wholly-owned subsidiaries, and entities we control, or in which we have a
variable interest and are the primary beneficiary of future cash profits or losses. We have
eliminated significant intercompany transactions and accounts.
We have prepared the accompanying unaudited consolidated financial statements in accordance
with accounting principles generally accepted in the United States (GAAP) for interim financial
reporting. We have included all adjustments necessary for a fair presentation of the results of the
interim period. These adjustments consist of normal recurring items. Our interim unaudited
consolidated financial statements are not necessarily indicative of results that may be expected
for any other interim period or for the full year. These interim unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial statements and
related notes included in our Annual Report on Form 10-K for the year ended December 31, 2007,
previously filed with the Securities and Exchange Commission (SEC).
Accounting Estimates
We use estimates and assumptions in the preparation of our interim unaudited consolidated
financial statements in accordance with GAAP. Our estimates and assumptions affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the
date of our interim unaudited consolidated financial statements. These estimates and assumptions
also affect the reported amount of net income during any period. Our actual financial results could
differ significantly from these estimates. The significant estimates underlying our interim
unaudited consolidated financial statements include revenue recognition, recoverability of
long-lived and intangible assets and goodwill, income taxes, potential settlements related to
occupancy taxes, stock-based compensation and accounting for derivative instruments.
Reclassifications
We have reclassified prior period financial statements to conform to the current period
presentation.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel products and
services. For example, traditional leisure travel bookings are generally the highest in the first
three quarters as travelers plan and book their spring, summer and holiday travel. The number of
bookings decreases in the fourth quarter. Because revenue in our merchant business is generally
recognized when the travel takes place rather than when it is booked, revenue typically lags
bookings by several weeks or longer. As a result, revenue is typically the lowest in the first
quarter and highest in the third quarter.
5
Notes to Consolidated Financial Statements (Continued)
Note 2 Summary of Significant Accounting Policies
Recently Adopted Accounting Pronouncements
On January 1, 2008, we adopted certain provisions of Statement of Financial Accounting
Standards (SFAS) No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value,
establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value
measurements. SFAS 157 applies when another standard requires or permits assets or liabilities to
be measured at fair value. Accordingly, SFAS 157 does not require any new fair value measurements.
We will adopt the provisions of SFAS 157 as it relates to nonfinancial assets and liabilities that
are not recognized or disclosed at fair value on a recurring basis on January 1, 2009. The partial
adoption of SFAS 157 did not materially impact, nor do we expect the full adoption to materially
impact, our consolidated financial statements.
On January 1, 2008, we adopted SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of SFAS Statement No. 115 (SFAS 159). SFAS 159
permits an entity to choose to measure many financial instruments and certain other items at fair
value at specified election dates as defined in the standard. Subsequent unrealized gains and
losses on items for which the fair value option has been elected will be reported in earnings. As
we did not elect fair value treatment for qualifying instruments that existed as of January 1,
2008, the adoption of this Statement did not have an impact on our consolidated financial
statements. We may elect to measure qualifying instruments at fair value in the future.
New Accounting Pronouncements
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R,
Business Combinations (SFAS 141R), which replaces SFAS 141. SFAS 141R applies to all transactions
or other events in which an entity obtains control of one or more businesses and requires that all
assets and liabilities of an acquired business as well as any noncontrolling interest in the
acquiree be recorded at their fair values at the acquisition date. Contingent consideration
arrangements will be recognized at their acquisition date fair values, with subsequent changes in
fair value generally reflected in earnings. Pre-acquisition contingencies will also typically be
recognized at their acquisition date fair values. In subsequent periods, contingent liabilities
will be measured at the higher of their acquisition date fair values or the estimated amounts to be
realized. The Statement is effective for business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period beginning on or after December 15,
2008. We are in the process of evaluating the impact of the adoption of SFAS 141R on our
consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, Accounting and Reporting on Non-controlling
Interest in Consolidated Financial Statements, an Amendment of ARB 51 (SFAS 160), which is
effective for fiscal years beginning after December 15, 2008. SFAS 160 states that accounting and
reporting for minority interests will be recharacterized as noncontrolling interests and classified
as a component of equity. The calculation of earnings per share will continue to be
based on income amounts attributable to the parent. FAS 160 applies to all entities that
prepare consolidated financial statements, except not-for-profit organizations, but will affect
only those entities that have an outstanding noncontrolling interest in one or more subsidiaries or
that deconsolidate a subsidiary. Upon adoption of SFAS 160, we will recharacterize our minority
interest as a noncontrolling interest and classify it as a component of equity in our consolidated
financial statements.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities (SFAS 161), which is effective for fiscal years and interim periods beginning
after November 15, 2008. SFAS 161 requires enhanced disclosures about an entitys derivative and
hedging activities, including how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for and how derivative instruments and related
hedged items affect an entitys financial position, financial performance, and cash flows. We are
in the process of evaluating the impact of the adoption of SFAS 161 on our consolidated financial
statements.
6
Notes to Consolidated Financial Statements (Continued)
Note 3 Debt
Credit Facility
Expedia, Inc. maintains a $1 billion unsecured revolving credit facility with a group of
lenders, which is unconditionally guaranteed by certain domestic Expedia subsidiaries and expires
in August 2010. We had $240 million and $585 million outstanding under the revolving credit
facility as of March 31, 2008 and December 31, 2007. The facility bears interest based on market
interest rates plus a spread, which is determined based on our financial leverage. The interest
rate was 3.63% as of March 31, 2008 and 5.70% as of December 31, 2007. The annual fee to maintain
the facility is 0.1% on the unused portion of the facility, or approximately $1 million if the
entire facility is unused.
The amount of stand-by letters of credit (LOC) issued under the facility reduces the amount
available to us. As of March 31, 2008, and December 31, 2007, there was $66 million and $52 million
of outstanding stand-by LOCs issued under the facility.
Long-term Debt
Long-term debt relates to $500 million of registered senior unsecured notes due 2018 (the
Notes). The Notes bear a fixed interest rate of 7.456%, with interest payable semi-annually in
February and August of each year. The amount of accrued interest related to the Notes was $5
million and $14 million as of March 31, 2008 and December 31, 2007. The Notes are repayable in
whole or in part on August 15, 2013, at the option of the holders of such Notes, at 100% of the
principal amount plus accrued interest. We may redeem the Notes in accordance with the terms of the
agreement, in whole or in part at any time at our option.
The Notes are senior unsecured obligations guaranteed by certain domestic Expedia subsidiaries
and rank equally in right of payment with all of our existing and future unsecured and
unsubordinated obligations. For further information, see Note 11 Guarantor and Non-Guarantor
Supplemental Financial Information.
Note 4 Derivative Instruments
The fair values of the derivative financial instruments generally represent the estimated
amounts we would expect to receive or pay upon termination of the contracts as of the reporting
date.
As a result of our separation from IAC/InterActiveCorp (IAC) on August 9, 2005 (the
Spin-Off), we assumed certain obligations of IAC related to IACs Ask Jeeves Notes. The estimated
fair value of this liability fluctuates primarily
based on changes in the price of our common stock. As of March 31, 2008 and December 31, 2007,
the related derivative liability balance was $10 million and $15 million and is included in accrued
expenses and other current liabilities on our consolidated balance sheets. During the three months
ended March 31, 2008, no notes were converted into common stock. During the three months ended
March 31, 2008 and 2007, we recognized a net unrealized gain of $5 million and a net unrealized
loss of $1 million related to these Ask Jeeves Notes.
As of March 31, 2008, we estimate that we could be required to release from escrow up to 0.5
million shares of our common stock (or pay cash in equal value, in lieu of issuing such shares, at
our option). The Ask Jeeves Notes are due June 1, 2008; upon maturity of these notes, our
obligation to satisfy demands for conversion ceases.
We entered into cross-currency swaps to hedge against the change in value of certain
intercompany loans denominated in currencies other than the lending subsidiaries functional
currency. These swaps have been designated as cash flow hedges and are re-measured at fair value
each reporting period. The fair values of our cross-currency swaps are determined using Level 3
valuation techniques, as defined in SFAS 157, and are based on the present value of net future cash
payments and receipts, which fluctuate based on changes in market
interest rates and the euro/U.S.
dollar exchange rate. As of March 31, 2008 and December 31, 2007, the related derivative liability
balances were $26 million and $21 million and were included in other long-term liabilities on our
consolidated balance sheets.
7
Notes to Consolidated Financial Statements (Continued)
Note 5 Stockholders Equity
Stock-based Awards
Stock-based compensation expense relates primarily to expense for stock options and restricted
stock units (RSUs). Since February 2003, we have awarded RSUs as our primary form of employee
stock-based compensation. Our stock-based awards generally vest over five years.
As of March 31, 2008, we had stock-based awards outstanding representing approximately 19
million shares of our common stock consisting of approximately 10 million RSUs and stock options to
purchase approximately 9 million common shares with a weighted average exercise price of $25.05 and
weighted average remaining life of 4.6 years.
Annual employee RSU grants typically occur during the first quarter of each year. During the
three months ended March 31, 2008, we granted 3 million RSUs.
For the three months ended March 31, 2008, stock-based compensation expense was $18 million,
consisting of $15 million in expense primarily related to RSUs and $3 million in stock option
expense.
Comprehensive Income
Comprehensive income was $58 million and $36 million for the three months ended March 31, 2008
and 2007. The primary differences between net income as reported and comprehensive income were
foreign currency translation adjustments and net gains (losses) on cross-currency hedge contracts.
Note 6 Earnings Per Share
The following table presents our basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
51,306 |
|
|
$ |
34,776 |
|
|
|
|
|
|
|
|
|
|
Net earnings per share available to common stockholders: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.18 |
|
|
$ |
0.11 |
|
Diluted |
|
|
0.17 |
|
|
|
0.11 |
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
285,117 |
|
|
|
307,828 |
|
|
|
|
|
|
|
|
|
|
Dilutive effect of: |
|
|
|
|
|
|
|
|
Options to purchase common stock |
|
|
1,471 |
|
|
|
8,301 |
|
Warrants to purchase common stock |
|
|
5,624 |
|
|
|
4,998 |
|
Other dilutive securities |
|
|
1,819 |
|
|
|
2,622 |
|
|
|
|
|
|
|
|
Diluted |
|
|
294,031 |
|
|
|
323,749 |
|
|
|
|
|
|
|
|
The earnings per share amounts are the same for common stock and Class B common stock because
the holders of each class are legally entitled to equal per share distributions whether through
dividends or in liquidation.
Note 7 Acquisitions and Other Investments
During the three months ended March 31, 2008, we acquired two online travel media content
companies and one online travel product and service company. The purchase price of these and other
acquisition-related costs totaled $82 million, all
8
Notes to Consolidated Financial Statements (Continued)
of which we paid in cash. As a result of these
acquisitions, we recorded $54 million in goodwill and $24 million of intangible assets with
definite lives. In one of these transactions, we acquired a 74% controlling interest with certain
rights whereby we may acquire, and the minority shareholders may sell to us, the additional shares
of the company at fair value at various times through 2011. The results of operations of each of
the acquired businesses have been included in our consolidated results from each transaction
closing date forward; their effect on consolidated net revenue and operating income during 2008 was
not significant.
Note 8 Commitments and Contingencies
Legal Proceedings
In the ordinary course of business, we are a party to various lawsuits. In the opinion of
management, we do not expect these lawsuits to have a material impact on the liquidity, results of
operations, or financial condition of Expedia. We also evaluate other potential contingent matters,
including value-added tax, federal excise tax, transient occupancy or accommodation tax and similar
matters. We do not believe that the aggregate amount of liability that could be reasonably possible
with respect to these matters would have a material adverse effect on our financial results.
Litigation Relating to Hotel Occupancy Taxes. Lawsuits have been filed by thirty-nine cities
and counties involving hotel occupancy taxes. In addition, there have been five consumer lawsuits
filed relating to taxes and fees. The municipality and consumer lawsuits are in various stages
ranging from responding to the complaint to discovery. We continue to defend these lawsuits
vigorously. To date, fourteen of the municipality lawsuits have been dismissed. Most of these
dismissals
have been without prejudice and, generally, allow the municipality to seek administrative
remedies prior to pursuing further litigation. Four dismissals (Pitt County, North Carolina,
Findlay, Ohio, Columbus and Dayton, Ohio and City of Orange, Texas) were based on a finding that
the defendants were not subject to the local hotel occupancy tax ordinance. As a result of this
litigation and other attempts by certain jurisdictions to levy such taxes, we have established a
reserve for the potential settlement of issues related to hotel occupancy taxes in the amount of
$19 million at both March 31, 2008 and December 31, 2007. Our reserve is based on our best estimate
and the ultimate resolution of these issues may be greater or less than the liabilities recorded.
Note 9 Related Party Transactions
Commercial Agreements with IAC
Since the Spin-Off, we have continued to work with some of IACs businesses pursuant to a
variety of commercial relationships. These commercial relationships generally include (i)
distribution agreements, pursuant to which certain subsidiaries of IAC distribute their respective
products and services via arrangements with Expedia, and vice versa, (ii) services agreements,
pursuant to which certain subsidiaries of IAC provide Expedia with various services and vice versa
and (iii) office space lease agreements. The distribution agreements typically involve the payment
of fees, usually on a fixed amount-per-transaction, revenue share or commission basis, from the
party seeking distribution of the product or service to the party that is providing the
distribution. Net operating expenses related to these transactions were approximately $1 million
during the three months ended March 31, 2008.
Note 10 Segment Information
We have two reportable segments: North America and Europe. We determined our segments based on
how our chief operating decision makers manage our business, make operating decisions and evaluate
operating performance. Our primary operating metric for evaluating segment performance is
Operating Income Before Amortization (OIBA as defined below), which includes allocations of
certain expenses, primarily cost of revenue and facilities, to the segments. We base the
allocations primarily on transaction volumes and other usage metrics; this methodology is
periodically evaluated
9
Notes to Consolidated Financial Statements (Continued)
and may change. We do not allocate certain shared expenses to reportable
segments such as partner services, product development, accounting, human resources and legal. We
include these expenses in Corporate and Other.
Our North America segment provides a full range of travel and/or advertising services to
customers primarily located in the United States, Canada and Mexico. This segment operates through
a variety of brands including Classic Vacations, Expedia.com, Hotels.com, Hotwire.com and
TripAdvisor Media Network. Our Europe segment provides travel services primarily through localized
Expedia websites in Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands,
Norway, Spain, Sweden and the United Kingdom, as well as localized versions of Hotels.com in
various European countries.
Corporate and Other includes ECT, Expedia Asia Pacific and unallocated corporate functions and
expenses. ECT provides travel products and services to corporate customers in North America, Europe
and China. Expedia Asia Pacific provides online travel information and reservation services
primarily through eLong in China, localized Expedia websites in Australia, India, Japan and New
Zealand, as well as localized versions of Hotels.com in various Asian countries. In addition, we
record amortization of intangible assets and any related impairment, as well as stock-based
compensation expense in Corporate and Other.
The following table presents our segment information for the three months ended March 31, 2008
and 2007. As a significant portion of our property and equipment is not allocated to our operating
segments, we do not report the assets or
related depreciation expense as it would not be meaningful, nor do we regularly provide such
information to our chief operating decision makers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
North America |
|
|
Europe |
|
|
Other |
|
|
Total |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
494,417 |
|
|
$ |
146,357 |
|
|
$ |
47,043 |
|
|
$ |
687,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income Before
Amortization |
|
$ |
194,988 |
|
|
$ |
30,463 |
|
|
$ |
(99,596 |
) |
|
$ |
125,855 |
|
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
(18,051 |
) |
|
|
(18,051 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
(17,806 |
) |
|
|
(17,806 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
194,988 |
|
|
$ |
30,463 |
|
|
$ |
(135,453 |
) |
|
$ |
89,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
Corporate and |
|
|
|
|
|
|
North America |
|
|
Europe |
|
|
Other |
|
|
Total |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
406,401 |
|
|
$ |
109,990 |
|
|
$ |
34,120 |
|
|
$ |
550,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income Before
Amortization |
|
$ |
164,015 |
|
|
$ |
25,646 |
|
|
$ |
(85,271 |
) |
|
$ |
104,390 |
|
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
(21,196 |
) |
|
|
(21,196 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
(15,860 |
) |
|
|
(15,860 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
164,015 |
|
|
$ |
25,646 |
|
|
$ |
(122,327 |
) |
|
$ |
67,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Definition of Operating Income Before Amortization
We provide OIBA as a supplemental measure to GAAP operating income and net income. We define
OIBA as operating income plus: (1) stock-based compensation expense, (2) amortization of intangible
assets and goodwill and intangible asset impairment, if applicable and (3) certain one-time items,
if applicable.
10
Notes to Consolidated Financial Statements (Continued)
OIBA is the primary operating metric used by which management evaluates the performance of our
business, on which internal budgets are based, and by which management is compensated. Management
believes that investors should have access to the same set of tools that management uses to analyze
our results. This non-GAAP measure should be considered in addition to results prepared in
accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP. We
endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the
comparable GAAP measure, GAAP financial statements, and descriptions of the reconciling items and
adjustments, to derive the non-GAAP measure. We present a reconciliation of this non-GAAP financial
measure to GAAP below.
OIBA represents the combined operating results of Expedia, Inc.s businesses, taking into
account depreciation of property and equipment (including internal-use software and website
development), which we believe is an ongoing cost of doing business, but excluding the effects of
other non-cash expenses that may not be indicative of our core business operations. We believe this
measure is useful to investors for the following reasons:
|
|
|
It corresponds more closely to the cash operating income generated from our core operations
by excluding significant non-cash operating expenses; and |
|
|
|
|
It provides greater insight into management decision making at Expedia, as OIBA is our
primary internal metric for evaluating the performance of our business. |
OIBA has certain limitations in that it does not take into account the impact of certain
expenses to our consolidated statements of income, including stock-based compensation,
acquisition-related accounting and certain one-time items, if applicable.
Reconciliation of OIBA to Operating Income and Net Income
The following table presents a reconciliation of OIBA to operating income and net income for
the three months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
OIBA |
|
$ |
125,855 |
|
|
$ |
104,390 |
|
Amortization of intangible assets |
|
|
(18,051 |
) |
|
|
(21,196 |
) |
Stock-based compensation |
|
|
(17,806 |
) |
|
|
(15,860 |
) |
|
|
|
|
|
|
|
Operating income |
|
|
89,998 |
|
|
|
67,334 |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(7,585 |
) |
|
|
(3,907 |
) |
Other, net |
|
|
(3,673 |
) |
|
|
(5,495 |
) |
Provision for income taxes |
|
|
(28,972 |
) |
|
|
(23,612 |
) |
Minority interest in loss of consolidated subsidiaries, net |
|
|
1,538 |
|
|
|
456 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
51,306 |
|
|
$ |
34,776 |
|
|
|
|
|
|
|
|
11
Notes to Consolidated Financial Statements (Continued)
NOTE 11 Guarantor and Non-Guarantor Supplemental Financial Information
Condensed consolidating financial information of Expedia, Inc. (the Parent), our
subsidiaries that are guarantors of the Notes (the Guarantor Subsidiaries), and our subsidiaries
that are not guarantors of the Notes (the Non-Guarantor Subsidiaries) is shown below. The Notes
are guaranteed by certain of our wholly-owned domestic subsidiaries and rank equally in right of
payment with all of our existing and future unsecured and unsubordinated obligations. The
guarantees are full, unconditional, joint and several. In this financial information, the Parent
and Guarantor Subsidiaries account for investments in their wholly-owned subsidiaries using the
equity method.
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2008
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Revenue |
|
$ |
|
|
|
$ |
619,314 |
|
|
$ |
172,988 |
|
|
$ |
(104,485 |
) |
|
$ |
687,817 |
|
Cost of revenue |
|
|
|
|
|
|
127,262 |
|
|
|
25,815 |
|
|
|
(1,134 |
) |
|
|
151,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
492,052 |
|
|
|
147,173 |
|
|
|
(103,351 |
) |
|
|
535,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
|
|
|
|
280,796 |
|
|
|
109,733 |
|
|
|
(103,407 |
) |
|
|
287,122 |
|
General and administrative |
|
|
|
|
|
|
66,247 |
|
|
|
22,116 |
|
|
|
38 |
|
|
|
88,401 |
|
Technology and content |
|
|
|
|
|
|
40,805 |
|
|
|
11,479 |
|
|
|
18 |
|
|
|
52,302 |
|
Amortization of intangible assets |
|
|
|
|
|
|
15,998 |
|
|
|
2,053 |
|
|
|
|
|
|
|
18,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
88,206 |
|
|
|
1,792 |
|
|
|
|
|
|
|
89,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in pre-tax earnings
(losses) of consolidated
subsidiaries |
|
|
59,725 |
|
|
|
(2,409 |
) |
|
|
|
|
|
|
(57,316 |
) |
|
|
|
|
Other, net |
|
|
(10,708 |
) |
|
|
6,809 |
|
|
|
(7,359 |
) |
|
|
|
|
|
|
(11,258 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net |
|
|
49,017 |
|
|
|
4,400 |
|
|
|
(7,359 |
) |
|
|
(57,316 |
) |
|
|
(11,258 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and minority interest |
|
|
49,017 |
|
|
|
92,606 |
|
|
|
(5,567 |
) |
|
|
(57,316 |
) |
|
|
78,740 |
|
Provision for income taxes |
|
|
2,289 |
|
|
|
(32,106 |
) |
|
|
845 |
|
|
|
|
|
|
|
(28,972 |
) |
Minority interest in loss of consolidated subsidiaries, net |
|
|
|
|
|
|
|
|
|
|
1,538 |
|
|
|
|
|
|
|
1,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
51,306 |
|
|
$ |
60,500 |
|
|
$ |
(3,184 |
) |
|
$ |
(57,316 |
) |
|
$ |
51,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended March 31, 2007
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
Revenue |
|
$ |
|
|
|
$ |
503,539 |
|
|
$ |
129,280 |
|
|
$ |
(82,308 |
) |
|
$ |
550,511 |
|
Cost of revenue |
|
|
|
|
|
|
100,617 |
|
|
|
21,775 |
|
|
|
(1,094 |
) |
|
|
121,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
402,922 |
|
|
|
107,505 |
|
|
|
(81,214 |
) |
|
|
429,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing |
|
|
|
|
|
|
222,127 |
|
|
|
81,411 |
|
|
|
(81,270 |
) |
|
|
222,268 |
|
General and administrative |
|
|
|
|
|
|
59,925 |
|
|
|
16,223 |
|
|
|
15 |
|
|
|
76,163 |
|
Technology and content |
|
|
|
|
|
|
33,081 |
|
|
|
9,130 |
|
|
|
41 |
|
|
|
42,252 |
|
Amortization of intangible assets |
|
|
|
|
|
|
19,499 |
|
|
|
1,697 |
|
|
|
|
|
|
|
21,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
|
|
|
|
68,290 |
|
|
|
(956 |
) |
|
|
|
|
|
|
67,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in pre-tax earnings of
consolidated subsidiaries |
|
|
46,718 |
|
|
|
626 |
|
|
|
|
|
|
|
(47,344 |
) |
|
|
|
|
Other, net |
|
|
(12,546 |
) |
|
|
3,870 |
|
|
|
(726 |
) |
|
|
|
|
|
|
(9,402 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net |
|
|
34,172 |
|
|
|
4,496 |
|
|
|
(726 |
) |
|
|
(47,344 |
) |
|
|
(9,402 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes and minority interest |
|
|
34,172 |
|
|
|
72,786 |
|
|
|
(1,682 |
) |
|
|
(47,344 |
) |
|
|
57,932 |
|
Provision for income taxes |
|
|
604 |
|
|
|
(25,252 |
) |
|
|
1,036 |
|
|
|
|
|
|
|
(23,612 |
) |
Minority interest in loss of consolidated subsidiaries, net |
|
|
|
|
|
|
|
|
|
|
456 |
|
|
|
|
|
|
|
456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
34,776 |
|
|
$ |
47,534 |
|
|
$ |
(190 |
) |
|
$ |
(47,344 |
) |
|
$ |
34,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
Notes to Consolidated Financial Statements (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
March 31, 2008
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
$ |
11,853 |
|
|
$ |
1,873,846 |
|
|
$ |
358,083 |
|
|
$ |
(945,242 |
) |
|
$ |
1,298,540 |
|
Investment in subsidiaries |
|
|
6,367,052 |
|
|
|
559,479 |
|
|
|
|
|
|
|
(6,926,531 |
) |
|
|
|
|
Intangible assets, net |
|
|
|
|
|
|
910,327 |
|
|
|
68,356 |
|
|
|
|
|
|
|
978,683 |
|
Goodwill |
|
|
|
|
|
|
5,609,694 |
|
|
|
457,701 |
|
|
|
|
|
|
|
6,067,395 |
|
Other assets, net |
|
|
4,439 |
|
|
|
191,919 |
|
|
|
89,797 |
|
|
|
|
|
|
|
286,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
6,383,344 |
|
|
$ |
9,145,265 |
|
|
$ |
973,937 |
|
|
$ |
(7,871,773 |
) |
|
$ |
8,630,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
$ |
754,858 |
|
|
$ |
2,214,279 |
|
|
$ |
344,502 |
|
|
$ |
(945,242 |
) |
|
$ |
2,368,397 |
|
Long-term debt |
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
Credit facility |
|
|
240,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240,000 |
|
Other liabilities and minority interest |
|
|
2,050 |
|
|
|
557,123 |
|
|
|
76,767 |
|
|
|
|
|
|
|
635,940 |
|
Stockholders equity |
|
|
4,886,436 |
|
|
|
6,373,863 |
|
|
|
552,668 |
|
|
|
(6,926,531 |
) |
|
|
4,886,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY |
|
$ |
6,383,344 |
|
|
$ |
9,145,265 |
|
|
$ |
973,937 |
|
|
$ |
(7,871,773 |
) |
|
$ |
8,630,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2007
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
$ |
6,595 |
|
|
$ |
1,212,976 |
|
|
$ |
147,639 |
|
|
$ |
(321,555 |
) |
|
$ |
1,045,655 |
|
Investment in subsidiaries |
|
|
6,229,193 |
|
|
|
480,038 |
|
|
|
|
|
|
|
(6,709,231 |
) |
|
|
|
|
Intangible assets, net |
|
|
|
|
|
|
926,023 |
|
|
|
44,734 |
|
|
|
|
|
|
|
970,757 |
|
Goodwill |
|
|
|
|
|
|
5,611,454 |
|
|
|
394,884 |
|
|
|
|
|
|
|
6,006,338 |
|
Other assets, net |
|
|
4,881 |
|
|
|
175,254 |
|
|
|
92,537 |
|
|
|
|
|
|
|
272,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
6,240,669 |
|
|
$ |
8,405,745 |
|
|
$ |
679,794 |
|
|
$ |
(7,030,786 |
) |
|
$ |
8,295,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
$ |
337,588 |
|
|
$ |
1,631,601 |
|
|
$ |
126,718 |
|
|
$ |
(321,555 |
) |
|
$ |
1,774,352 |
|
Long-term debt |
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
Credit facility |
|
|
585,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585,000 |
|
Other liabilities and minority interest |
|
|
|
|
|
|
538,962 |
|
|
|
79,027 |
|
|
|
|
|
|
|
617,989 |
|
Stockholders equity |
|
|
4,818,081 |
|
|
|
6,235,182 |
|
|
|
474,049 |
|
|
|
(6,709,231 |
) |
|
|
4,818,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY |
|
$ |
6,240,669 |
|
|
$ |
8,405,745 |
|
|
$ |
679,794 |
|
|
$ |
(7,030,786 |
) |
|
$ |
8,295,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
Notes to Consolidated Financial Statements (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2008
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Consolidated |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
(1,451 |
) |
|
$ |
543,723 |
|
|
$ |
21,507 |
|
|
$ |
563,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired |
|
|
|
|
|
|
|
|
|
|
(82,455 |
) |
|
|
(82,455 |
) |
Other, net |
|
|
1,451 |
|
|
|
(37,861 |
) |
|
|
(3,935 |
) |
|
|
(40,345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
1,451 |
|
|
|
(37,861 |
) |
|
|
(86,390 |
) |
|
|
(122,800 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit facility repayments |
|
|
(345,000 |
) |
|
|
|
|
|
|
|
|
|
|
(345,000 |
) |
Transfers (to) from related parties |
|
|
351,541 |
|
|
|
(427,621 |
) |
|
|
76,080 |
|
|
|
|
|
Other, net |
|
|
(6,541 |
) |
|
|
(14,831 |
) |
|
|
126 |
|
|
|
(21,246 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
(442,452 |
) |
|
|
76,206 |
|
|
|
(366,246 |
) |
Effect of exchange rate changes on
cash and cash equivalents |
|
|
|
|
|
|
9,707 |
|
|
|
(3,958 |
) |
|
|
5,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
|
|
73,117 |
|
|
|
7,365 |
|
|
|
80,482 |
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
379,199 |
|
|
|
238,187 |
|
|
|
617,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
452,316 |
|
|
$ |
245,552 |
|
|
$ |
697,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2007
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Non-Guarantor |
|
|
|
|
|
|
Parent |
|
|
Subsidiaries |
|
|
Subsidiaries |
|
|
Consolidated |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
(1,568 |
) |
|
$ |
505,073 |
|
|
$ |
34,551 |
|
|
$ |
538,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
|
1,568 |
|
|
|
(52,010 |
) |
|
|
(36,248 |
) |
|
|
(86,690 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
1,568 |
|
|
|
(52,010 |
) |
|
|
(36,248 |
) |
|
|
(86,690 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit facility borrowings |
|
|
150,000 |
|
|
|
|
|
|
|
|
|
|
|
150,000 |
|
Credit facility repayments |
|
|
(150,000 |
) |
|
|
|
|
|
|
|
|
|
|
(150,000 |
) |
Treasury stock activity |
|
|
(666,483 |
) |
|
|
|
|
|
|
|
|
|
|
(666,483 |
) |
Transfers (to) from related parties |
|
|
657,999 |
|
|
|
(657,999 |
) |
|
|
|
|
|
|
|
|
Other, net |
|
|
8,484 |
|
|
|
(8,639 |
) |
|
|
151 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
(666,638 |
) |
|
|
151 |
|
|
|
(666,487 |
) |
Effect of exchange rate changes on
cash and cash equivalents |
|
|
|
|
|
|
(1,330 |
) |
|
|
899 |
|
|
|
(431 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
|
|
|
|
(214,905 |
) |
|
|
(647 |
) |
|
|
(215,552 |
) |
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
658,540 |
|
|
|
194,734 |
|
|
|
853,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
443,635 |
|
|
$ |
194,087 |
|
|
$ |
637,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
Part I. Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the
views of our management regarding current expectations and projections about future events and are
based on currently available information. Actual results could differ materially from those
contained in these forward-looking statements for a variety of reasons, including, but not limited
to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2007, Part I,
Item 1A, Risk Factors, as well as those discussed elsewhere in this report. Other unknown or
unpredictable factors also could have a material adverse effect on our business, financial
condition and results of operations. Accordingly, readers should not place undue reliance on these
forward-looking statements. The use of words such as anticipates, estimates, expects,
intends, plans and believes, among others, generally identify forward-looking statements;
however, these words are not the exclusive means of identifying such statements. In addition, any
statements that refer to expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. These forward-looking statements are inherently
subject to uncertainties, risks and changes in circumstances that are difficult to predict. We are
not under any obligation and do not intend to publicly update or review any of these
forward-looking statements, whether as a result of new information, future events or otherwise,
even if experience or future events make it clear that any expected results expressed or implied by
those forward-looking statements will not be realized. Please carefully review and consider the
various disclosures made in this report and in our other reports filed with the Securities and
Exchange Commission (SEC) that attempt to advise interested parties of the risks and factors that
may affect our business, prospects and results of operations.
The information included in this managements discussion and analysis of financial condition
and results of operations should be read in conjunction with our consolidated financial statements
and the notes included in this Quarterly Report, and the audited consolidated financial statements
and notes and Managements Discussion and Analysis of Financial Condition and Results of Operations
contained in our Annual Report on Form 10-K for the year ended December 31, 2007.
Overview
Expedia, Inc. is an online travel company, empowering business and leisure travelers with the
tools and information they need to efficiently research, plan, book and experience travel. We have
created a global travel marketplace used by a broad range of leisure and corporate travelers,
offline retail travel agents and travel service providers. We make available, on a stand-alone and
package basis, travel products and services provided by numerous airlines, lodging properties, car
rental companies, destination service providers, cruise lines and other travel product and service
companies. We also offer travel and non-travel advertisers access to a potential source of
incremental traffic and transactions through our various media and advertising offerings on both
the TripAdvisor Media Network and on our transaction-based websites.
Our portfolio of brands includes Expedia.com®, Hotels.com®,
Hotwire.comtm, Worldwide Travel Exchange, Interactive Affiliate Network,
Classic Vacations, Expedia® Corporate Travel (ECT), eLongtm and
TripAdvisor® Media Network. In addition, many of these brands have corresponding
international points of sale. For additional information about our portfolio of brands, see
Portfolio of Brands in Part I, Item 1, Business, in our Annual Report on Form 10-K for the year
ended December 31, 2007.
Industry Trends
The travel industry, including offline and online travel agencies, as well as suppliers of
travel products and services, has been characterized by rapid and significant change.
The airline sector in particular has experienced significant turmoil: crude oil prices and
cost to convert crude oil to jet fuel have hit all-time highs; there has been a shift of global
capacity from major carriers to low-cost carriers
15
(LCCs) offering no frills flights at discounted prices; U.S. airplane capacity has experienced increased concentration due to a marked
shift in capacity growth to relatively under-penetrated international markets; carriers have
entered into bankruptcy proceedings, including reorganization or cessation of operations; and there
is an emerging prospect of industry consolidation, as evidenced by the recent merger agreement
between Delta Air Lines and Northwest Airlines.
Carriers reduction in U.S. capacities to better compete in the current economic environment
has resulted in record high load factors and an increasing ability to pass along fare increases.
Further capacity reductions and consolidation may accelerate these trends. Higher load factors are
positive for Expedia from a demand standpoint, but negative if they lead to reduced availability of
merchant air capacity and fare and miscellaneous price increases. Fare increases are generally
negative for Expedias business, as they may negatively impact traveler demand, and our
remuneration is tied principally to ticket volumes, not ticket prices. Fare increases have been
especially pronounced in late 2007 and early 2008.
Industry conditions have also caused carriers to aggressively pursue cost reductions in every
aspect of their operations, including distribution costs. Airlines have successfully negotiated
lower (and in some cases, eliminated) travel agent commissions and overrides, and focused on
increasing direct distribution through their lower cost, proprietary websites. In addition, in
2006, carriers succeeded in reducing payments to global distribution system (GDS) intermediaries
as those contracts expired. The GDSs in turn have passed on these reductions to large travel
agents, including Expedia, which historically received a meaningful portion of their air
remuneration from GDS providers.
Primarily as a result of these decreased costs of distribution and high load factors,
Expedias revenue per air ticket has decreased more than 10% in each of 2005, 2006 and 2007, and
air revenue constituted less than 15% of the Companys overall revenue base in 2007. However,
Expedia anticipates greater stability in the non-booking fee portion of its air remuneration
beginning in 2008 as it has signed long-term agreements with nine of the top ten domestic carriers
and has anniversaried the GDS reductions which took place in 2006.
In addition to the challenges presented by higher load factors, increased fares and lower
remuneration per air ticket, most larger carriers participating in the Expedia marketplace have
reduced their share of total air seat capacity. At the same time, larger LCCs such as Southwest in
the United States and RyanAir and EasyJet in Europe have increased their relative capacity, but
have not generally participated in the Expedia marketplace. These trends have impacted our ability
to obtain supply in our agency and merchant air businesses.
The hotel sector has, until 2008, been characterized by robust demand and constrained supply,
resulting in increasing occupancy rates and average daily rates (ADRs). More recently, supply has
begun to outstrip demand, and industry experts anticipate this trend will accelerate in 2008 and
2009. In addition, hotels have begun to see their occupancy rates leveling off, and in some cases
decreasing, while ADRs have been growing at a slower rate, or, in some markets such as Las Vegas,
even decreasing. While lower occupancies have historically increased Expedias supply of merchant
hotel rooms, and a lower rate of ADR growth can positively impact underlying demand, lower ADRs
also decrease our revenue per room night as our remuneration varies proportionally with the room
price. Expedias ADR growth in 2007 was 7%, but declined in the
first quarter of 2008 to 3%. In addition, our remuneration is impacted
by our hotel margins, which held steady in 2007 and declined
approximately 1% in the first quarter of 2008 due to more competitive
hotel and package pricing, and lower change and cancellation fee
revenue.
Increased usage and familiarity with the internet has driven rapid growth in online
penetration of travel expenditures. According to PhoCusWright, an independent travel, tourism and
hospitality research firm, in 2007 35% of worldwide leisure, unmanaged and corporate travel
expenditures occurred online, with 51% penetration in the United States, compared with 32% of
European travel and 15% in the Asia Pacific region. These penetration rates have increased
considerably over the past few years, and are expected to continue growing. This significant growth
has attracted many competitors to online travel. This competition has intensified in recent years,
and the industry is expected to remain highly competitive for the foreseeable future.
In addition to the growth of online travel agencies, airlines and lodging companies have
aggressively pursued direct online distribution of their products and services over the last
several years, with supplier growth outpacing
16
online growth since 2002, and accounting for more than 60% in 2007 of all online travel
expenditures in the United States according to PhoCusWright.
Differentiation among the various website offerings has narrowed dramatically in the past
several years, and the travel landscape has grown extremely competitive, with the need for
competitors to generally differentiate their offerings on features other than price. More recently,
the online travel industry has seen the development of alternative business models and methods of
payment for travelers and suppliers, which in some cases place pressure on historical business
models. Intense competition has also led to aggressive marketing spend by the travel suppliers and
intermediaries, and a meaningful reduction in Expedias overall marketing efficiency.
Business Strategy
Expedia plays a fundamental role in facilitating travel, whether for leisure or business, by
seeking to build the worlds largest and most intelligent travel marketplace. We accomplish this by
securing superior supply quality and general price competitiveness; matching supply and demand intelligently; inspiring and empowering our travelers to find and build the right trip;
expanding our global demand footprint aggressively; and achieving excellence in our people,
technology, and processes to make quality, consistency, and efficiency the foundation of our
marketplace.
A discussion of the critical assets that we leverage in achieving our business strategy
follows:
Portfolio of Travel Brands. We seek to appeal to the broadest possible range of travelers,
suppliers and advertisers through our collection of industry-leading brands. We target several
different demographics, from the value-conscious traveler through our Hotwire brand to luxury
travelers seeking a high-touch, customized vacation package through our Classic Vacations brand. We
believe our flagship Expedia brand appeals to the broadest range of travelers, with our extensive
product offering ranging from single item bookings of discounted product to complex bundling of
higher-end travel packages. Our Hotels.com site and its international versions target travelers
with premium content about lodging properties, and generally appeal to travelers with shorter
booking windows who prefer to drive to their destinations. Our TripAdvisor Media Network and our
historically transaction-based sites focus on maximizing our appeal to the broadest array of travel
and non-travel advertisers.
Technology and Continuous Innovation. Expedia has an established tradition of innovation,
from Expedia.coms inception as a division of Microsoft to our introduction of more recent
innovations such as Expedia.coms TravelAds sponsored search product for hotel advertisers,
Hotwires Hotel Deal Engine, Hotels.coms slider tools for improving search results, ECTs
Corporate Travel Consultant wiki and the TripAdvisor Media Networks offering of leading travel
applications for download on Facebook.com.
We intend to continue to aggressively innovate on behalf of our travelers and suppliers,
including our re-platforming efforts on Expedia-branded points of sale, which we expect to result
in improved flexibility and faster innovation over the long-term. For our suppliers, we have
developed proprietary technology that streamlines the interaction between some of our websites and
hotel central reservation systems, making it easier for hotels to manage reservations made through
our brands. We began offering more streamlined interfaces for certain of our lodging partners in
2007 to enable faster and simpler integration of real-time hotel content and intend to continue
investing in tools to make supplier integration easier, more seamless and cost effective.
Global Reach. We operate our points of sale in both the United States and
internationally, including Expedia-branded sites in the United States, Australia, Austria, Belgium,
Canada, Denmark, France, Germany, India, Ireland, Italy, Japan, the Netherlands, New Zealand,
Norway, Spain, Sweden and the United Kingdom. Our Hotels.com and TripAdvisor Media Network brands
also maintain both U.S. points of sale and additional points of sale outside the United States. We
also offer Chinese travelers an array of products and services through our majority ownership in
eLong. In the first quarter of 2008, our European segment gross bookings accounted for
approximately 21% of worldwide gross bookings.
17
We intend to continue investing in and growing our existing international points of sale. We
anticipate launching points of sale in additional countries where we find large travel markets and
rapid growth of online commerce, such as our recent launch in India.
ECT currently supports operations in the United States, Belgium, Canada, China, France,
Germany, Italy, Spain and the United Kingdom. We believe the corporate travel sector represents a
large opportunity for Expedia, and we believe we offer a compelling technology solution to
businesses seeking to control travel costs and improve their employees travel experiences. We
intend to continue investing in and expanding the geographic footprint of our ECT business.
In expanding our global reach, we leverage significant investments in technology, operations,
brand building, supplier relationships and other initiatives that we have made since the launch of
Expedia.com in 1996. We intend to continue leveraging this investment when launching additional
points of sale in new countries, introducing website features, adding supplier products and
services, or offering proprietary and user-generated content for travelers.
Breadth of Product & Content Offerings. We believe we offer a comprehensive array of
innovative travel products, services and content resources to travelers. We plan to continue
improving and growing these offerings, as well as expanding them to our worldwide points of sale over
time.
Most of our revenue comes from transactions involving the booking of hotel reservations and
the sale of airline tickets, either as stand-alone products or as part of package transactions. We
are working to grow our package business as it results in higher
revenue per transaction, and we are also continuing to diversify our revenue mix beyond core air and hotel products to car
rental, destination services, cruise and other product offerings. We are also working to increase
the mix of advertising and media revenue from both the expansion of our TripAdvisor Media Network,
as well as increased advertising revenue from our worldwide websites, which have historically been
focused on transaction revenue, such as Expedia.com and Hotels.com. In the first quarter of 2008,
advertising and media revenue accounted for 9% of our worldwide revenue.
Seasonality
We generally experience seasonal fluctuations in the demand for our travel products and
services. For example, traditional leisure travel bookings are generally the highest in the first
three quarters as travelers plan and book their spring, summer and holiday travel. The number of
bookings typically decreases in the fourth quarter. Because revenue in our merchant business is
generally recognized when the travel takes place rather than when it is booked, revenue typically
lags bookings by several weeks or longer. As a result, revenue is typically the lowest in the first
quarter and highest in the third quarter. The continued growth of our international operations or a
change in our product mix may influence the typical trend of our seasonality in the future.
Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that we believe are important in the
preparation of our consolidated financial statements because they require that we use judgment and
estimates in applying those policies. We prepare our consolidated financial statements and
accompanying notes in accordance with generally accepted accounting principles in the United States
(GAAP). Preparation of the consolidated financial statements and accompanying notes requires that
we make estimates and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities as of the date of the consolidated financial
statements as well as revenue and expenses during the periods reported. We base our estimates on
historical experience, where applicable, and other assumptions that we believe are reasonable under
the circumstances. Actual results may differ from our estimates under different assumptions or
conditions.
There are certain critical estimates that we believe require significant judgment in the
preparation of our consolidated financial statements. We consider an accounting estimate to be
critical if:
18
|
|
|
It requires us to make an assumption because information was not available at the time or
it included matters that were highly uncertain at the time we were making the estimate; and |
|
|
|
|
Changes in the estimate or different estimates that we could have selected may have had a
material impact on our financial condition or results of operations. |
For additional information about our critical accounting policies and estimates, see the
disclosure included in our Annual Report on Form 10-K for the year ended December 31, 2007.
New Accounting Pronouncements
For a discussion of new accounting pronouncements, see Note 2 Summary of Significant
Accounting Policies in the notes to the consolidated financial statements.
Segments
We have two reportable segments: North America and Europe. We determined our segments based on
how our chief operating decision makers manage our business, make operating decisions and evaluate
operating performance.
Our North America segment provides a full range of travel and/or advertising services to
customers primarily located in the United States, Canada and Mexico. This segment operates through
a variety of brands including Expedia.com, Hotels.com, Hotwire.com and TripAdvisor Media Network.
Our Europe segment provides travel services primarily through localized Expedia websites in
Austria, Belgium, Denmark, France, Germany, Ireland, Italy, the Netherlands, Norway, Spain, Sweden
and the United Kingdom, as well as localized versions of Hotels.com in various European countries.
Corporate and Other includes ECT, Expedia Asia Pacific and unallocated corporate functions and
expenses. ECT provides travel products and services to corporate customers in North America, Europe
and China. Expedia Asia Pacific provides online travel information and reservation services
primarily through eLong in China, localized Expedia websites in Australia, India, Japan and New
Zealand, as well as localized versions of Hotels.com in various Asian countries.
Operating Metrics
Our operating results are affected by certain metrics, such as gross bookings and revenue
margin, which we believe are necessary for an understanding and
evaluation of Expedia. Gross
bookings represent the total retail value of transactions booked for both agency and merchant
transactions, recorded at the time of booking reflecting the total price due for travel by
travelers, including taxes, fees and other charges, and are generally reduced for cancellations and
refunds. As travelers have increased their use of the internet to book travel arrangements, we have
seen our gross bookings increase, reflecting the growth in the online travel industry and our
business acquisitions. Revenue margin is defined as revenue as a percentage of gross bookings.
Reclassifications
For the three months ended March 31, 2007, we restated Europe and total gross bookings to
conform to our current period presentation. The restatement had no impact on revenue.
19
Gross Bookings and Revenue Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
% Change |
|
|
|
($ in thousands) |
|
|
|
|
|
Gross Bookings |
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
4,086,529 |
|
|
$ |
3,558,938 |
|
|
|
15 |
% |
Europe |
|
|
1,256,552 |
|
|
|
939,744 |
|
|
|
34 |
% |
Corporate and Other |
|
|
559,385 |
|
|
|
425,398 |
|
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
|
Total gross bookings |
|
$ |
5,902,466 |
|
|
$ |
4,924,080 |
|
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue Margin |
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
|
12.1 |
% |
|
|
11.4 |
% |
|
|
|
|
Europe |
|
|
11.6 |
% |
|
|
11.7 |
% |
|
|
|
|
Corporate and Other |
|
|
8.4 |
% |
|
|
8.0 |
% |
|
|
|
|
Total revenue margin |
|
|
11.7 |
% |
|
|
11.2 |
% |
|
|
|
|
The increase in worldwide gross bookings for the three months ended March 31, 2008, as
compared to the same period in 2007, was primarily due to the
increase in our transaction volumes.
The increase in North America revenue margin for the three months ended March 31, 2008, as
compared to the same period in 2007, was primarily due to an increased mix of advertising and media
revenue. Europe revenue margin decreased primarily due to lower revenue resulting from more
competitive hotel pricing and lower consumer air fees. Our worldwide revenue margin as well as our
North America and Europe segment revenue margins benefited from higher revenue associated with
completed Easter travel, which occurred in the first quarter of 2008 compared to the second quarter
of 2007.
Results of Operations
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
% Change |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America |
|
$ |
494,417 |
|
|
$ |
406,401 |
|
|
|
22 |
% |
Europe |
|
|
146,357 |
|
|
|
109,990 |
|
|
|
33 |
% |
Corporate and Other |
|
|
47,043 |
|
|
|
34,120 |
|
|
|
38 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
687,817 |
|
|
$ |
550,511 |
|
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
Revenue increased for the three months ended March 31, 2008, compared to the same period in
2007, primarily due to increases in worldwide merchant hotel revenue, advertising and media revenue
as well as air revenue.
Worldwide merchant hotel revenue increased 22% for the three months ended March 31, 2008,
compared to the same period in 2007. The increase was primarily due to a 23% increase in room
nights stayed, including rooms delivered as a component of vacation packages, offset slightly by a
1% decrease in revenue per room night. Revenue per room night decreased due to a 108 basis point
decline in hotel raw margin (defined as hotel net revenue as a percentage of hotel gross revenue),
partially offset by a 3% increase in worldwide ADRs.
Worldwide air revenue increased 18% for the three months ended March 31, 2008 due to an 11%
increase in air tickets sold and a 6% increase in revenue per air ticket.
20
Package revenue grew 13% for the three months ended March 31, 2008, compared with the prior
year period, primarily due to higher package gross bookings worldwide.
The remaining worldwide revenue other than merchant hotel and air discussed above, which
includes advertising and media, agency hotel, car rental, destination services, and cruise,
increased by 39% for the three months ended March 31, 2008, compared to the same period in 2007,
primarily due to an increase in advertising and media revenue and car rental revenue.
Cost of Revenue and Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
$ |
151,943 |
|
|
$ |
121,298 |
|
|
|
25 |
% |
% of revenue |
|
|
22.1 |
% |
|
|
22.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
$ |
535,874 |
|
|
$ |
429,213 |
|
|
|
25 |
% |
% of revenue |
|
|
77.9 |
% |
|
|
78.0 |
% |
|
|
|
|
Cost of revenue increased for the three months ended March 31, 2008, compared to the same
period in 2007, primarily due to higher costs associated with the
increase in transaction volumes as well as a shift to more expensive
sales channels.
Gross profit increased for the three months ended March 31, 2008, compared to the same period
in 2007, primarily due to increased revenue, partially offset by a slight decrease in gross margin.
Selling and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
Selling and marketing |
|
$ |
287,122 |
|
|
$ |
222,268 |
|
|
|
29 |
% |
% of revenue |
|
|
41.7 |
% |
|
|
40.4 |
% |
|
|
|
|
Selling and marketing expenses increased, compared to the same period in 2007, primarily due
to increased direct online search and brand spend across our worldwide points of sale, as well as
higher personnel costs.
We expect selling and marketing expense to be higher as a percentage of revenue in 2008 as we
continue to support our established brands and geographies, experience continued keyword inflation,
invest in our global advertising and media businesses, grow our earlier stage international
markets, and expand our corporate travel sales, destination services and market management teams.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
General and administrative |
|
$ |
88,401 |
|
|
$ |
76,163 |
|
|
|
16 |
% |
% of revenue |
|
|
12.9 |
% |
|
|
13.8 |
% |
|
|
|
|
General and administrative expense increased, compared to the same period in 2007, primarily
due to overall growth of the business including costs related to our corporate functions, including
the information technology
21
group, our European businesses and expansion of our TripAdvisor Media Network. We expect general
and administrative expense as a percentage of revenue in 2008 to remain relatively similar to our
2007 level.
Technology and Content
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology and content |
|
$ |
52,302 |
|
|
$ |
42,252 |
|
|
|
24 |
% |
% of revenue |
|
|
7.6 |
% |
|
|
7.7 |
% |
|
|
|
|
Technology and content expense increased primarily due to growth in personnel-related expenses
related to our North America businesses, primarily our TripAdvisor
Media Network, and our product development organization, as well as an increase in the amortization of software development costs.
Given our historical and ongoing investments in our enterprise data warehouse, Expedia
platform, geographic expansion, data centers, redundancy, call center technology, site
merchandising, content management, site monitoring, networking, corporate travel, supplier
integration and other initiatives, we expect technology and content expense to increase as a
percentage of revenue in 2008 as compared to 2007.
Amortization of Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
$ |
18,051 |
|
|
$ |
21,196 |
|
|
|
(15 |
%) |
% of revenue |
|
|
2.6 |
% |
|
|
3.9 |
% |
|
|
|
|
Amortization of intangible assets decreased for the three months ended March 31, 2008,
compared to the same period in 2007, due primarily to the completion of amortization related to
certain technology intangible assets over the past year, partially offset by amortization related
to new business acquisitions.
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
89,998 |
|
|
$ |
67,334 |
|
|
|
34 |
% |
% of revenue |
|
|
13.1 |
% |
|
|
12.2 |
% |
|
|
|
|
Operating income increased for the three months ended March 31, 2008, compared to the same
period in 2007, primarily due to an increase in gross profit, partially offset by growth in sales
and marketing expense, general and administrative expense and technology and content expense.
22
Operating Income Before Amortization (OIBA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OIBA |
|
$ |
125,855 |
|
|
$ |
104,390 |
|
|
|
21 |
% |
% of revenue |
|
|
18.3 |
% |
|
|
19.0 |
% |
|
|
|
|
The increase in OIBA for the three months ended March 31, 2008, compared to the same period in
2007, was primarily due to an increase in gross profit, partially offset by growth in sales and
marketing expenses, general and administrative expense and technology and content expense. OIBA as
a percentage of revenue decreased primarily due to higher growth in sales and marketing expenses as
a percentage of revenue.
Definition of OIBA
We provide OIBA as a supplemental measure to GAAP operating income and net income. We define
OIBA as operating income plus: (1) stock-based compensation expense, (2) amortization of intangible
assets and goodwill and intangible asset impairment, if applicable and (3) certain one-time items,
if applicable.
OIBA is the primary operating metric used by which management evaluates the performance of our
business, on which internal budgets are based, and by which management is compensated. Management
believes that investors should have access to the same set of tools that management uses to analyze
our results. This non-GAAP measure should be considered in addition to results prepared in
accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP. We
endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the
comparable GAAP measure, GAAP financial statements, and descriptions of the reconciling items and
adjustments, to derive the non-GAAP measure. We present a reconciliation of this non-GAAP financial
measure to GAAP below.
OIBA represents the combined operating results of Expedia, Inc.s businesses, taking into
account depreciation of property and equipment (including internal-use software and website
development), which we believe is an ongoing cost of doing business, but excluding the effects of
other non-cash expenses that may not be indicative of our core business operations. We believe this
measure is useful to investors for the following reasons:
|
|
|
It corresponds more closely to the cash operating income generated from our core
operations by excluding significant non-cash operating expenses, such as stock-based
compensation; and |
|
|
|
|
It provides greater insight into management decision making at Expedia, as OIBA is our
primary internal metric for evaluating the performance of our business. |
OIBA has certain limitations in that it does not take into account the impact of certain
expenses to our consolidated statements of income, including stock-based compensation,
acquisition-related accounting and certain one-time items, if applicable.
23
Reconciliation of OIBA to Operating Income and Net Income
The following table presents a reconciliation of OIBA to operating income and net income for
the three months ended March 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
OIBA |
|
$ |
125,855 |
|
|
$ |
104,390 |
|
Amortization of intangible assets |
|
|
(18,051 |
) |
|
|
(21,196 |
) |
Stock-based compensation |
|
|
(17,806 |
) |
|
|
(15,860 |
) |
|
|
|
|
|
|
|
Operating income |
|
|
89,998 |
|
|
|
67,334 |
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(7,585 |
) |
|
|
(3,907 |
) |
Other, net |
|
|
(3,673 |
) |
|
|
(5,495 |
) |
Provision for income taxes |
|
|
(28,972 |
) |
|
|
(23,612 |
) |
Minority interest in loss of consolidated subsidiaries, net |
|
|
1,538 |
|
|
|
456 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
51,306 |
|
|
$ |
34,776 |
|
|
|
|
|
|
|
|
Interest Income and Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
8,115 |
|
|
$ |
7,269 |
|
|
|
12 |
% |
Interest expense |
|
|
(15,700 |
) |
|
|
(11,176 |
) |
|
|
40 |
% |
Interest income increased for the three months ended March 31, 2008, compared to the same
period in 2007, primarily due to higher average cash and cash equivalent balances.
Interest expense increased for the three months ended March 31, 2008, compared to the same
period in 2007, primarily due to higher average debt balances resulting from draws on our revolving
credit facility in the second half of 2007. At March 31, 2008 and 2007, our long-term indebtedness
totaled $740 million and $500 million.
Other, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
$ |
(3,673 |
) |
|
$ |
(5,495 |
) |
|
|
(33 |
%) |
For the three months ended March 31, 2008, other, net primarily includes net foreign exchange
rate losses of $8 million resulting principally from the fluctuation of exchange rates on foreign
denominated assets and liabilities of U.S. dollar and Chinese renminbi functional currency
subsidiaries, partially offset by net gains of $5 million from fair value changes in derivative
instruments related to the Ask Jeeves Notes and certain stock warrants.
For the three months ended March 31, 2007, other, net primarily includes net foreign exchange
rate losses of $3 million resulting principally from the fluctuation of exchange rates on foreign
denominated assets and liabilities of U.S. dollar functional currency subsidiaries, net losses of
$1 million from fair value changes in and the settlement
24
of derivative instruments related to the Ask Jeeves Notes and certain stock warrants as well
as $1 million of losses from unconsolidated equity affiliates.
Provision for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
% Change |
|
|
($ in thousands) |
|
|
|
|
Provision for income taxes |
|
$ |
(28,972 |
) |
|
$ |
(23,612 |
) |
|
|
23 |
% |
Effective tax rate |
|
|
36.8 |
% |
|
|
40.8 |
% |
|
|
|
|
We determine our provision for income taxes for interim periods using an estimate of our
annual effective rate. We record any changes to the estimated annual rate in the interim period in
which the change occurs, including discrete tax items.
The first quarter of 2008 effective rate decreased as compared to the same period in 2007
primarily due to non-taxable gains related to our derivative liabilities compared with a
non-deductible loss in the first quarter of 2007.
Our effective tax rate was 36.8% for the three months ended March 31, 2008, which is higher
than the 35% federal statutory rate primarily due to state income taxes and accruals
related to uncertain tax positions, partially offset by non-taxable gains related to our derivative
liabilities.
Our effective tax rate was 40.8% for the three months ended March 31, 2007, which is higher
than the 35% federal statutory rate primarily due to state income taxes, accruals related
to uncertain tax positions and non-deductible losses related to our derivative liabilities.
Financial Position, Liquidity and Capital Resources
Our principal sources of liquidity are cash flows generated from operations; our cash and cash
equivalents balances which were $698 million and $617 million at March 31, 2008 and December 31,
2007 and included $159 million and $158 million of cash at eLong, whose results are consolidated
into our financial statements due to our controlling voting and economic ownership position; and
our $1 billion revolving credit facility, of which $694 million was available as of March 31, 2008.
This represents the total $1 billion facility less $240 million of outstanding borrowings and $66
million of outstanding stand-by letters of credit. Outstanding credit facility borrowings
bear interest based on our financial leverage; based on our March 31, 2008 financial statements,
the interest rate equated to a base rate plus 62.5 basis points. We may choose (1) the greater of
the Prime rate or the Federal Funds Rate plus 50 basis points or (2) various durations of LIBOR as
our base rate. As of April 16, 2008, the base rate was one-month LIBOR of 2.75%, and is due to
reprice on May 16, 2008.
Under the merchant model, we receive cash from travelers at the time of booking and we record
these amounts on our consolidated balance sheets as deferred merchant bookings. We pay our airline
suppliers related to these merchant model bookings generally within two weeks after completing the
transaction, but we are liable for the full value of such transactions until the flights are
completed. Aloha Airlines and ATA Airlines recently ceased operations, the impact of which was not
material to us. For all other merchant bookings, which is primarily our merchant hotel business, we
pay after the travelers use and subsequent billing from the hotel suppliers. Therefore, generally
we receive cash from the traveler prior to paying our supplier, and this operating cycle represents
a working capital source of cash to us. As long as the merchant hotel business continues to grow
and our business
model does not significantly change, we expect that changes in working capital will positively
impact operating cash flows. If this business declines relative to our other businesses, or if
there are changes to the model or booking patterns which compress the time between receipts of cash
from travelers to payments to suppliers, our working capital benefits could be reduced.
25
Seasonal fluctuations in our merchant hotel bookings affect the timing of our annual cash
flows. During the first half of the year, hotel bookings have traditionally exceeded stays,
resulting in much higher cash flow related to working capital. During the second half of the year,
this pattern reverses. While we expect the impact of seasonal fluctuations to continue, merchant
hotel growth rates or changes to the hotel business model or booking patterns as discussed above
may affect working capital, which might counteract or intensify the anticipated seasonal
fluctuations.
As of March 31, 2008, we had a deficit in our working capital of $1.070 billion, compared to a
deficit of $729 million as of December 31, 2007. The increase in deficit is primarily a result of
the $345 million credit facility repayments during the first quarter of 2008.
We anticipate continued investment in the development and expansion of our operations. These
investments include but are not limited to improvements to infrastructure, which include our
enterprise data warehouse, servers, networking equipment and software, release improvements to our
software code and continuing efforts to build a new platform that will extend across our
Expedia-branded points of sale. We migrated a portion of Expedia.com to the new platform during
2007 and we expect to migrate additional functionality to the new platform during 2008. We will
also relocate many of our global offices, including our corporate headquarters, to new facilities
in 2008 to accommodate the growth of our business. These moves will result in significant
investments to improve the new facilities. Total capital expenditures for 2008 are expected to be
$140 million to $150 million. Our future capital requirements may include capital needs for
acquisitions or expenditures in support of our business strategy. In the event we have
acquisitions, this may reduce our cash balance and/or increase our debt. Litigation and challenges
to our business strategy may also negatively affect our cash balance.
Our cash flows are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
2008 |
|
2007 |
|
$ Change |
|
|
(in thousands) |
|
|
|
|
Cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
563,779 |
|
|
$ |
538,056 |
|
|
$ |
25,723 |
|
Investing activities |
|
|
(122,800 |
) |
|
|
(86,690 |
) |
|
|
(36,110 |
) |
Financing activities |
|
|
(366,246 |
) |
|
|
(666,487 |
) |
|
|
300,241 |
|
Effect of foreign exchange rate
changes on cash and cash equivalents |
|
|
5,749 |
|
|
|
(431 |
) |
|
|
6,180 |
|
For the three months ended March 31, 2008, net cash provided by operating activities increased
by $26 million primarily due to an increase in changes in operating assets and liabilities and an
increase in cash flows from operating income, partially offset by an increase in interest and tax
payments in the current period. We anticipate lower stock-based
compensation related tax deductions in 2008 as compared to 2007; and, therefore, we expect cash tax payments for full year 2008
will increase compared with 2007.
Cash used in investing activities increased by $36 million for the three months ended March
31, 2008 primarily due to a $43 million increase in cash paid for acquisitions and a $15 million
increase in capital expenditures,
partially offset by a decrease in long-term investments and deposits mainly related to our 50%
investment in a travel company in the prior year period.
In March 2008, eLongs Board of Directors approved a share repurchase of up to $20 million.
Any executed purchases will be classified as acquisitions in the investing section of our
statements of cash flows.
During
the second quarter of 2008, we expect to pay approximately $92 million as a result of the financial
performance of a company we acquired during 2007.
Cash used in financing activities for the three months ended March 31, 2008 primarily included
the repayment of $345 million of borrowings under the credit facility. Cash used in financing
activities for the three months ended March 31, 2007 primarily included cash paid to acquire shares
in a tender offer pursuant to which we acquired
26
30 million tendered shares of our common stock at a
purchase price of $22.00 per share for a total cost of $660 million plus fees and expenses relating
to the tender offer.
The effect of foreign exchange on our cash balances denominated in foreign currency during the
three months ended March 31, 2008 showed a net increase of $6 million.
We currently have authorization, for which there is no fixed termination date, from our Board
of Directors to repurchase up to 20 million outstanding shares of our common stock; no such
repurchases have been made under this authorization as of May 1, 2008.
We also have a shelf registration statement filed with the SEC under which Expedia, Inc. may
offer from time to time debt securities, guarantees of debt securities, preferred stock, common
stock or warrants. The shelf registration statement expires on October 15, 2010.
In our opinion, available cash, funds from operations and available borrowings will provide
sufficient capital resources to meet our foreseeable liquidity needs.
Contractual
Obligations, Commercial Commitments and Off-balance Sheet Arrangements
There have been no material changes outside the normal course of business to our contractual
obligations and commercial commitments since December 31, 2007. Other than our contractual
obligations and commercial commitments, including derivatives, we did not have any off-balance
sheet arrangements as of March 31, 2008 or December 31, 2007.
27
Part I. Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Management
There has been no material change in our market risk during the three months ended March 31,
2008. For additional information, see Item 7A, Quantitative and Qualitative Disclosures About
Market Risk, in Part II of our Annual Report on Form 10-K for the year ended December 31, 2007.
28
Part I. Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the
Exchange Act), our management, including our Chairman and Senior Executive, Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange
Act). Based upon that evaluation, our Chairman and Senior Executive, Chief Executive Officer and
Chief Financial Officer concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective.
Changes in internal control over financial reporting.
There were no changes to our internal control over financial reporting that occurred during
the quarter ended March 31, 2008 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
29
Part II.
Item 1. Legal Proceedings
In the ordinary course of business, Expedia and its subsidiaries are parties to legal
proceedings and claims involving property, personal injury, contract, alleged infringement of third
party intellectual property rights and other claims. A discussion of certain legal proceedings can
be found in the section titled Legal Proceedings, of our Annual Report on Form 10-K for the year
ended December 31, 2007. The following are developments regarding such legal proceedings:
Litigation Relating to Hotel Occupancy Tax
Expedia® Washington. On April 4, 2008, the court held a hearing on plaintiffs motion for
class certification. The court indicated that it was going to certify the class and will issue its
order to that effect.
Hotwire®.
A case management conference is scheduled for June 11, 2008.
City of Fairview Heights, Illinois Litigation. On March 31, 2008, the court denied
plaintiffs motion for class certification. The court has scheduled trial to begin in November
2008.
Orange County, Florida Litigation. The Court of Appeals has scheduled oral argument for May
14, 2008 on the plaintiffs appeal.
Cities of Columbus and Dayton, Ohio Litigation. On February 22, 2008, plaintiffs filed a
First Amended Consolidated Complaint adding the City of Toledo, City of Northwood, City of
Rossford, City of Maumee, City of Perrysburg, Perrysburg Township and Springfield Township as
plaintiffs in the lawsuit. On March 26, 2008, defendants filed a motion asking the court to
dismiss the First Amended Consolidated Complaint for failure to state a claim and to extend the
courts earlier decision that the tax ordinances at issue in Findlay, Columbus and Dayton, Ohio do
not apply to the defendants.
City of Houston, Texas Litigation. On March 13, 2008, the court granted defendants special
exceptions, dismissing plaintiffs claims. On April 14, 2008, plaintiffs filed a motion for a new
trial and a motion for clarification of the courts order granting defendants special exceptions
and order dismissing the lawsuit. Plaintiffs also filed a third amended petition.
Mecklenburg County Litigation. On March 26, 2008, defendants filed a motion to dismiss the
lawsuit.
The Company believes that the claims discussed above lack merit and will continue to defend
vigorously against them.
30
Part II. Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider
the factors discussed in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the
year ended December 31, 2007, which could materially affect our business, financial condition or
future results. The risks described in our Annual Report on Form 10-K are not the only risks facing
the Company. Additional risks and uncertainties not currently known to us or that we currently deem
to be immaterial also may materially adversely affect our business, financial condition and/or
operating results.
31
Part II. Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit |
|
|
|
Filed |
|
|
|
Incorporated by Reference |
|
|
No. |
|
Exhibit Description |
|
Herewith |
|
Form |
|
SEC File No. |
|
Exhibit |
|
Filing Date |
|
31.1 |
|
|
Certification of
the Chairman and
Senior Executive
Pursuant to Section
302 of the
Sarbanes-Oxley Act
of 2002
|
|
X |
|
|
|
|
|
|
|
|
|
31.2 |
|
|
Certification of
the Chief Executive
Officer Pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 2002
|
|
X |
|
|
|
|
|
|
|
|
|
31.3 |
|
|
Certification of
the Chief Financial
Officer pursuant
Section 302 of the
Sarbanes-Oxley Act
of 2002
|
|
X |
|
|
|
|
|
|
|
|
|
32.1 |
|
|
Certification of
the Chairman and
Senior Executive
pursuant Section
906 of the
Sarbanes-Oxley Act
of 2002
|
|
X |
|
|
|
|
|
|
|
|
|
32.2 |
|
|
Certification of
the Chief Executive
Officer pursuant
Section 906 of the
Sarbanes-Oxley Act
of 2002
|
|
X |
|
|
|
|
|
|
|
|
|
32.3 |
|
|
Certification of
the Chief Financial
Officer pursuant
Section 906 of the
Sarbanes-Oxley Act
of 2002
|
|
X |
|
|
|
|
|
|
|
|
32
Signature
Pursuant to the requirements of the Section 13 or 15(d) Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
May 2, 2008 |
Expedia, Inc.
|
|
|
By: |
/s/ MICHAEL B. ADLER
|
|
|
|
Michael B. Adler |
|
|
|
Chief Financial Officer |
|
|
33