| 3 Months | 3 Months | Y / Y | |||||||||||||||
| Metric | Ended 6.30.07 | Ended 6.30.06 | Growth | ||||||||||||||
Gross bookings |
$ | 5,224.2 | $ | 4,564.8 | 14 | % | |||||||||||
Revenue |
689.9 | 598.5 | 15 | % | |||||||||||||
Revenue margin |
13.21 | % | 13.11 | % | +10bps | ||||||||||||
Gross profit |
546.3 | 470.0 | 16 | % | |||||||||||||
Operating income
before amortization*
(OIBA) |
187.1 | 184.2 | 2 | % | |||||||||||||
Operating income |
153.6 | 136.3 | 13 | % | |||||||||||||
Adjusted net income * |
114.0 | 118.2 | (4 | %) | |||||||||||||
Net income |
96.1 | 95.5 | 1 | % | |||||||||||||
Adjusted EPS * |
$ | 0.35 | $ | 0.32 | 9 | % | |||||||||||
Diluted EPS |
$ | 0.30 | $ | 0.27 | 11 | % | |||||||||||
Free cash flow * |
363.9 | 236.0 | 54 | % | |||||||||||||
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| Global Presence |
| | Gross bookings from Expedia, Inc.s international points of sale in Australia, Canada, China, France, Germany, Italy, Japan, Spain, the United Kingdom and other countries were $1.51 billion, accounting for 29% of worldwide bookings, up from 24% in the prior year period. International revenue, including TripAdvisors international websites beginning in 2007, was $203 million or 29% of worldwide revenue, up from 26% in the prior year period. | ||
| | TripAdvisor®, the largest travel community in the world, continued to expand its worldwide footprint, launching sites in Germany (www.tripadvisor.de) and France (www.tripadvisor.fr). These sites feature localized travel information and local-language reviews and forum postings, in addition to TripAdvisors more than 10 million reviews and opinions from travelers worldwide. | ||
| | Expedia® Corporate Travel (ECT), the worlds number one online corporate travel agency, launched its fifth European point of sale in Italy and added full access to air content from JetBlue Airways and AirTran Airways. ECT grew its worldwide gross bookings 21% in the second quarter, bringing total bookings over the prior 12 months to nearly $1.2 billion. |
| Brand Portfolio |
| | TripAdvisor acquired The Independent Traveler, Inc., the publisher of Cruise Critic, the leading online cruise community, and IndependentTraveler.com. | ||
| | Classic Vacations® and Virtuoso, the leading luxury travel network, entered into a preferred supplier relationship, providing Virtuoso travel agents and their clients with access to Classics customized luxury vacations in Australia, the Caribbean, Costa Rica, Europe, Hawaii, Mexico, and the South Pacific as well as its other luxury products, services and support. |
| Content & Innovation |
| | Hotels.com® and Hotwire.com each implemented traveler friendly improvements. Hotels.com introduced a flexible booking policy, eliminating its penalties for changes or cancellations to travelers hotel bookings while Hotwire.com eliminated its air booking fees for the summer on all opaque and retail flight listings and introduced a new Shopping Tools feature, making it easy to save, email and print search results. | ||
| | TripAdvisor unveiled a traveler network that allows its 20 million monthly unique visitors and 6 million members to quickly tap into their most valued resources their friends to help them research and plan travel. | ||
| | Expedia.com unveiled its Insiders Select list of the worlds best hotels (www.expedia.com/insiderselect). The list ranks hotel properties based on several factors, the most significant of which is Expedia.com Traveler Opinions®, the largest collection of current traveler reviews on the Web with over 250,000. Hotels on the Insider Select list represent the top 1% of the more than 75,000 hotels Expedia.com offers to travelers. |
| Partner Services Group (PSG) |
| | Expedia, Inc. reached new strategic agreements with American Airlines, Delta Air Lines, JetBlue Airways, Northwest Airlines and most recently, Alaska Airlines, successfully completing discussions with nine of the top ten domestic carriers and ensuring multi-year availability of these carriers fares, schedules and inventory. | ||
| | Expedia, Inc. renewed its long-term strategic partnership with Wyndham Hotel Group, LLC, a division of Wyndham Worldwide Corporation, whose entire inventory of hotels will be available on all Expedia points of sale worldwide. | ||
| | Expedia expanded its strategic partnership with The Hertz Corporation with a multi-year agreement to offer Hertz rentals across Expedia-branded points of sale in Europe. For the first time, Expedia will be able to offer its customers in Europe the complete range of Hertz cars through each of its European sites. |
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| Three months ended | Six months ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| 2007 | 2006 | 2007 | 2006 | ||||||||||||||
Revenue |
$ | 689,923 | $ | 598,458 | $ | 1,240,434 | $ | 1,092,356 | |||||||||
Cost of revenue (1) |
143,646 | 128,449 | 264,944 | 247,763 | |||||||||||||
Gross profit |
546,277 | 470,009 | 975,490 | 844,593 | |||||||||||||
Operating expenses: |
|||||||||||||||||
Selling and marketing (1) |
255,905 | 198,666 | 478,173 | 399,692 | |||||||||||||
General and administrative (1) |
75,733 | 71,053 | 151,896 | 144,414 | |||||||||||||
Technology and content (1) |
41,511 | 33,288 | 83,763 | 68,832 | |||||||||||||
Amortization of intangible assets |
19,503 | 30,120 | 40,699 | 60,291 | |||||||||||||
Amortization of non-cash distribution and marketing |
| 627 | | 8,867 | |||||||||||||
Operating income |
153,625 | 136,255 | 220,959 | 162,497 | |||||||||||||
Other income (expense): |
|||||||||||||||||
Interest income |
10,552 | 7,034 | 17,821 | 10,635 | |||||||||||||
Interest expense |
(9,902 | ) | (475 | ) | (21,078 | ) | (2,373 | ) | |||||||||
Other, net |
5,936 | 10,466 | 441 | 14,123 | |||||||||||||
Total other income (expense), net |
6,586 | 17,025 | (2,816 | ) | 22,385 | ||||||||||||
Income before income taxes and minority interest |
160,211 | 153,280 | 218,143 | 184,882 | |||||||||||||
Provision for income taxes |
(64,076 | ) | (56,158 | ) | (87,688 | ) | (65,816 | ) | |||||||||
Minority interest in (income) loss of consolidated subsidiaries,
net |
1 | (1,640 | ) | 457 | (249 | ) | |||||||||||
Net income |
$ | 96,136 | $ | 95,482 | $ | 130,912 | $ | 118,817 | |||||||||
Net earnings per share available to common stockholders: |
|||||||||||||||||
Basic |
$ | 0.32 | $ | 0.28 | $ | 0.43 | $ | 0.34 | |||||||||
Diluted |
0.30 | 0.27 | 0.41 | 0.33 | |||||||||||||
Shares used in computing earnings per share: |
|||||||||||||||||
Basic |
303,035 | 346,014 | 305,426 | 345,896 | |||||||||||||
Diluted |
320,196 | 359,090 | 321,966 | 362,130 | |||||||||||||
(1) Includes stock-based compensation as follows: |
|||||||||||||||||
Cost of revenue |
$ | 646 | $ | 1,586 | $ | 1,529 | $ | 4,811 | |||||||||
Selling and marketing |
2,804 | 3,446 | 6,039 | 8,697 | |||||||||||||
General and administrative |
7,004 | 8,753 | 14,673 | 18,440 | |||||||||||||
Technology and content |
3,518 | 3,436 | 7,591 | 9,160 | |||||||||||||
Total stock-based compensation |
$ | 13,972 | $ | 17,221 | $ | 29,832 | $ | 41,108 | |||||||||
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| June 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 1,011,404 | $ | 853,274 | ||||
Restricted cash and cash equivalents |
21,710 | 11,093 | ||||||
Accounts and notes receivable, net of allowance of $4,884 and $4,874 |
313,335 | 211,430 | ||||||
Prepaid merchant bookings |
100,380 | 39,772 | ||||||
Deferred income taxes, net |
5,145 | 4,867 | ||||||
Prepaid expenses and other current assets |
74,410 | 62,249 | ||||||
Total current assets |
1,526,384 | 1,182,685 | ||||||
Property and equipment, net |
149,048 | 137,144 | ||||||
Long-term investments and other assets |
86,723 | 59,289 | ||||||
Intangible assets, net |
1,006,146 | 1,028,774 | ||||||
Goodwill |
5,907,286 | 5,861,292 | ||||||
TOTAL ASSETS |
$ | 8,675,587 | $ | 8,269,184 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable, merchant |
$ | 779,029 | $ | 600,192 | ||||
Accounts payable, other |
153,407 | 120,545 | ||||||
Deferred merchant bookings |
1,018,183 | 466,474 | ||||||
Deferred revenue |
12,798 | 10,317 | ||||||
Income taxes payable |
58,520 | 30,902 | ||||||
Other current liabilities |
194,802 | 171,695 | ||||||
Total current liabilities |
2,216,739 | 1,400,125 | ||||||
Long-term debt |
500,000 | 500,000 | ||||||
Deferred income taxes, net |
369,954 | 369,297 | ||||||
Other long-term liabilities |
90,672 | 33,716 | ||||||
Minority interest |
62,655 | 61,756 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Preferred stock $.001 par value |
| | ||||||
Authorized shares: 100,000,000 |
||||||||
Series A shares issued and outstanding: 846 and 846 |
||||||||
Common stock $.001 par value |
332 | 328 | ||||||
Authorized shares: 1,600,000,000 |
||||||||
Shares issued: 331,592,022 and 328,066,276 |
||||||||
Shares outstanding: 279,110,811 and 305,901,048 |
||||||||
Class B common stock $.001 par value |
26 | 26 | ||||||
Authorized shares: 400,000,000 |
||||||||
Shares issued and outstanding: 25,599,998 and 25,599,998 |
||||||||
Additional paid-in capital |
5,970,840 | 5,903,200 | ||||||
Treasury stock Common stock, at cost |
(989,173 | ) | (321,155 | ) | ||||
Shares: 52,481,211 and 22,165,228 |
||||||||
Retained earnings |
437,252 | 309,912 | ||||||
Accumulated other comprehensive income |
16,290 | 11,979 | ||||||
Total stockholders equity |
5,435,567 | 5,904,290 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 8,675,587 | $ | 8,269,184 | ||||
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| Six months ended | ||||||||
| June 30, | ||||||||
| 2007 | 2006 | |||||||
Operating activities: |
||||||||
Net income |
$ | 130,912 | $ | 118,817 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
28,050 | 22,673 | ||||||
Amortization
of intangible assets, non-cash distribution and marketing
and stock-based compensation |
70,531 | 110,266 | ||||||
Deferred income taxes |
722 | (5,595 | ) | |||||
Unrealized (gain) loss on derivative instruments, net |
4,544 | (12,212 | ) | |||||
Equity in (income) loss of unconsolidated affiliates |
3,554 | (586 | ) | |||||
Minority interest in income (loss) of consolidated subsidiaries, net |
(457 | ) | 249 | |||||
Foreign exchange gain on cash and cash equivalents, net |
(4,686 | ) | (13,690 | ) | ||||
Other |
2,913 | 479 | ||||||
Changes in operating assets and liabilities, net of effects from acquisitions: |
||||||||
Accounts and notes receivable |
(93,517 | ) | (26,514 | ) | ||||
Prepaid merchant bookings and prepaid expenses |
(70,854 | ) | (51,314 | ) | ||||
Accounts payable, other and other current liabilities |
118,734 | 50,854 | ||||||
Accounts payable, merchant |
178,076 | 91,263 | ||||||
Deferred merchant bookings |
551,691 | 418,720 | ||||||
Deferred revenue |
2,400 | 5,503 | ||||||
Net cash provided by operating activities |
922,613 | 708,913 | ||||||
Investing activities: |
||||||||
Capital expenditures |
(38,974 | ) | (34,029 | ) | ||||
Acquisitions, net of cash acquired |
(59,622 | ) | (4,891 | ) | ||||
Increase in long-term investments and deposits |
(29,594 | ) | (1,632 | ) | ||||
Net cash used in investing activities |
(128,190 | ) | (40,552 | ) | ||||
Financing activities: |
||||||||
Short-term borrowings, net |
| (230,668 | ) | |||||
Changes in restricted cash and cash equivalents |
(11,614 | ) | (4,479 | ) | ||||
Proceeds from exercise of equity awards |
34,885 | 23,938 | ||||||
Excess tax benefit on equity awards |
1,608 | 781 | ||||||
Treasury stock activity |
(668,018 | ) | (127,195 | ) | ||||
Other, net |
393 | | ||||||
Net cash used in financing activities |
(642,746 | ) | (337,623 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents |
6,453 | 15,187 | ||||||
Net increase in cash and cash equivalents |
158,130 | 345,925 | ||||||
Cash and cash equivalents at beginning of period |
853,274 | 297,416 | ||||||
Cash and cash equivalents at end of period |
$ | 1,011,404 | $ | 643,341 | ||||
Supplemental cash flow information |
||||||||
Cash paid for interest |
$ | 19,775 | $ | 3,328 | ||||
Income tax payments, net |
5,888 | 33,055 | ||||||
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| | Expedia, Inc. makes travel products and services available on a merchant and agency basis. Merchant transactions typically produce a higher level of net revenue per transaction and are generally recognized when the customer uses the travel product or service. Agency revenues are typically recognized at the time the reservation is booked. | ||
| | Merchant bookings accounted for 42% of total gross bookings for the second quarter of 2007 compared with 40% in the prior year period, primarily driven by an increase in our worldwide merchant hotel bookings. |
| | Cost of revenue primarily consists of: (1) costs of our data and call centers, including telesales expense; (2) credit card merchant fees; (3) fees paid to fulfillment vendors for processing airline tickets and related customer services; (4) costs paid to suppliers for certain destination inventory; and (5) reserves and related payments to airlines for tickets purchased with fraudulent credit cards. | ||
| | Cost of revenue was 20.8% of revenue for the second quarter of 2007 and 21.5% for the prior year period. Excluding stock-based compensation, cost of revenue was 20.7% of revenue for the second quarter of 2007 and 21.2% for the prior year period. Cost of revenue excluding stock-based compensation decreased 47 basis points as a percentage of revenue due to an increased mix of advertising and media revenue and cost savings from our Apollo and other cost cutting initiatives, partially offset by a lower margin on our agency air product. | ||
| | Cost of revenue includes depreciation expense of $4 million for the second quarter of 2007, and $2 million for the comparable 2006 period. |
| | Operating expenses in millions and as a percentage of revenue for the second quarter of 2007 and 2006 were as follows (some numbers may not add due to rounding): |
| Three months | Three months | |||||||||||||||||||||||
| ended June 30, | ended June 30, | |||||||||||||||||||||||
| 2007 | 2006 | Growth | 2007 | 2006 | Change | |||||||||||||||||||
Selling and marketing |
$ | 253.1 | $ | 195.2 | 30 | % | 36.7 | % | 32.6 | % | 4.1 | % | ||||||||||||
General and administrative |
68.7 | 62.3 | 10 | % | 10.0 | % | 10.4 | % | (0.4 | %) | ||||||||||||||
Technology and content |
38.0 | 29.9 | 27 | % | 5.5 | % | 5.0 | % | 0.5 | % | ||||||||||||||
Total operating expenses |
$ | 359.8 | $ | 287.4 | 25 | % | 52.2 | % | 48.0 | % | 4.1 | % | ||||||||||||
| | Operating expenses include depreciation expense of $10 million in both the second quarter of 2007 and the prior year period. |
| | Selling and marketing expense primarily relates to direct advertising and distribution expense, including television, radio and print spending, as well as traffic generation costs from internet portals, search engines and our private label and affiliate programs. | ||
| | Approximately 20% of second quarter expense related to indirect costs including personnel such as PSG staff, marketing teams and destination services personnel, compared with 21% for the prior year period. | ||
| | The increase in selling and marketing expense was primarily due to increased spend in Europe to support our Expedia and Hotels brands, which increase was exacerbated by lower spending in the 2006 period on Expedia.com branding and in Europe in light of World Cup activity. In addition, we increased online marketing efforts across our global points of sale. | ||
| | We expect absolute amounts spent on selling and marketing in 2007 to be higher than the prior year, and we expect selling and marketing to be higher as a percentage of revenue in 2007 than in 2006 as we support our established brands, grow our earlier stage international markets, invest in our global advertising and media business and expand our corporate travel sales and market management teams. |
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| | General and administrative expense consists primarily of personnel-related costs for support functions that include our executive leadership, finance, legal, tax, technology and human resources functions, and fees for professional services that include legal, tax and accounting. | ||
| | The increase in general and administrative expense was primarily due to increased personnel costs related to expansion of our corporate IT functions and our European businesses. | ||
| | We expect general and administrative expense to increase in absolute dollars but decrease as a percentage of revenue in 2007 as compared to the prior year. |
| | Technology and content expense includes product development expenses principally related to payroll and related expenses, hardware and software expenditures and software development cost amortization. | ||
| | The increase in technology and content expense was due to increased personnel costs and amortization of capitalized software costs, a significant amount of which we have been putting into service starting in the fourth quarter of 2006. | ||
| | Given our historical and ongoing investments in our enterprise data warehouse, re-platforming, 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 in absolute dollars and as a percentage of revenue in both 2007 and 2008. |
| | 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. | ||
| | Second quarter stock-based compensation expense was $14 million, consisting of $11 million in expense related to RSUs and other equity compensation and $3 million in stock option expense. | ||
| | Second quarter stock-based compensation decreased $3 million compared to the prior year period primarily due to completed vesting of previous option awards, partially offset by higher expense related to RSU grants. | ||
| | Assuming, among other things, no modification of existing awards, significant additional award grants, adjustments to forfeiture estimates or meaningful changes in our stock price, we expect annual stock-based compensation expense will be less than $65 million in 2007 and 2008. |
| | The $5 million decrease in other, net for the second quarter primarily relates to a $3 million net unrealized loss from our Ask derivative liability (see Balance Sheet Notes) compared with an $8 million unrealized gain in the prior year period. In addition, we had a $2 million net loss on our equity investments in the second quarter of 2007, compared with a $1 million net gain in the prior year period, and a less than $1 million net foreign exchange loss in the second quarter of 2007, compared with a $2 million gain in the prior year period. | ||
| | These year over year decreases were partially offset by a portion of a one-time $15 million federal excise tax refund related to one of our subsidiaries, which we recorded in the second quarter of 2007. Of the total refund, $12 million is related to the period prior to our acquisition of the subsidiary and is therefore included in other, net as it relates to previously recorded revenue, and is excluded from the computation of adjusted net income. The remaining $3 million relates to the period subsequent to the acquisition and is included in revenue. The refund is related to taxes on air tickets that were previously remitted to the IRS, which has since exempted online intermediaries from such federal excise taxes. |
| | The effective tax rate on GAAP pre-tax income was 40.0% for the second quarter 2007 compared with 36.6% in the prior year period. The effective rate increased primarily due to non-deductible unrealized losses on our Ask derivative liability compared with a gain in the prior year period. Our second quarter 2007 effective rate was higher than the statutory rate principally due to state income taxes and a non-deductible unrealized loss on our Ask derivative liability. |
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| | The effective tax rate on pre-tax adjusted income was 38.4% for the second quarter 2007 compared with 37.9% in the prior year period. The effective tax rate increased primarily due to interest accruals related to uncertain tax positions and a taxable dividend from an equity investment. Our second quarter 2007 rate was higher than the statutory rate principally due to state taxes as well as the same factors noted above. | ||
| | Cash paid for income taxes for the six months ended June 30, 2007 was $6 million, a decrease of $27 million compared with the prior year period primarily due to a timing difference in tax payments. We anticipate tax-related payments for full-year 2007 will increase compared with 2006 as we utilized substantially all of our net operating loss carryforwards during 2006 and are now a full cash taxpayer. | ||
| | During the first quarter of 2007 we implemented Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109 (FIN 48). The implementation of FIN 48 did not meaningfully change our effective tax rates on either pre-tax GAAP income or adjusted income as compared to prior accounting standards. |
| | As Expedia, Inc.s reporting currency is the U.S. Dollar (USD), reported financial results are affected by the strength or weakness of the USD in comparison to the functional currencies of our international operations. Management believes investors may find it useful to assess our growth rates with and without the impact of foreign exchange. | ||
| | The estimated impact on worldwide and Europe growth rates from foreign exchange in the second quarter was as follows (some numbers may not add due to rounding): |
| Worldwide | Europe | ||||||||||||||||||||||||||||||
| Impact on | Impact on | ||||||||||||||||||||||||||||||
| Y/Y growth | Y/Y growth | Y/Y growth | Y/Y growth | ||||||||||||||||||||||||||||
| rates excluding | rates from | rates excluding | rates from | ||||||||||||||||||||||||||||
| foreign | foreign | foreign | foreign | ||||||||||||||||||||||||||||
| Y/Y growth | exchange | exchange | Y/Y growth | exchange | exchange | ||||||||||||||||||||||||||
| rates | movements | movements | rates | movements | movements | ||||||||||||||||||||||||||
Gross Bookings |
14.4 | % | 12.8 | % | 1.6 | % | 37.7 | % | 29.9 | % | 7.8 | % | |||||||||||||||||||
Revenue |
15.3 | % | 13.6 | % | 1.7 | % | 29.8 | % | 23.2 | % | 6.6 | % | |||||||||||||||||||
| | The positive impact of foreign exchange on our cash balances denominated in foreign currency was $7 million in the second quarter of 2007, and is included in effect of exchange rate changes on cash and cash equivalents on our statements of cash flows. This amount reflects a net decrease of $6 million as compared to the prior year period primarily due to less gain from holding or converting foreign currencies in the second quarter of 2007 as compared the prior year period. |
| | During the second quarter we made cash payments related to acquisitions of travel information-related companies and assets totaling $20 million. We recorded goodwill of $16 million and intangible assets of $1 million as a result of these acquisitions. | ||
| | Acquisitions completed subsequent to June 30, 2006 increased second quarter 2007 gross bookings growth by less than one percent and increased revenue by 1.9% and were primarily related to our acquired media content businesses. |
| | Cash, cash equivalents and restricted cash totaled $1.03 billion at June 30, 2007. This amount includes $22 million in restricted cash and cash equivalents primarily related to merchant air revenue transactions. | ||
| | The $169 million increase in cash, cash equivalents and restricted cash for the six months ended June 30, 2007 principally relates to a $687 million increase in cash from net changes in operating assets and liabilities and $291 |
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| million in OIBA, partially offset by $668 million in treasury stock activity primarily related to our 30 million share repurchase completed in January 2007, $89 million in acquisitions, long-term investments and deposits and $39 million of capital expenditures. |
| | Accounts receivable include credit card receivables generally due within two to three days from credit card agencies, receivables from agency transactions generally due within 30 days after booking, and receivables from global distribution system partners generally due within 60 to 120 days after booking. | ||
| | Accounts and notes receivable increased $102 million from December 31, 2006 due to a seasonal increase in merchant air bookings, timing of airline commission and GDS payments, acquired receivables from acquisitions, growth in TripAdvisor receivables as well as the $15 million federal excise tax refund receivable as of June 30, 2007. |
| | Prepaid merchant bookings primarily relate to our merchant air business and reflect prepayments to our airline partners for their portion of the gross booking, prior to the travelers dates of travel. The $61 million increase in prepaid merchant bookings from December 31, 2006 is due in part to a seasonal increase in our merchant air ticket volumes. | ||
| | Prepaid expenses and other current assets are primarily composed of prepaid marketing, prepaid merchant fees, prepaid license and maintenance agreements and prepaid insurance. |
| | Long-term investments and other assets include transportation equipment, collateral deposits related to our cross-currency swap agreements, equity investments and capitalized debt issuance costs. | ||
| | Long-term investments and other assets increased $27 million from December 31, 2006 primarily due to a first quarter equity investment in a travel company. |
| | Goodwill and intangible assets, net primarily relates to the acquisitions of Hotels.com, Expedia.com and Hotwire.com. | ||
| | Goodwill increased $46 million from December 31, 2006, primarily due to acquisitions completed in the first half of the year and basis adjustments related to the adoption of FIN 48. | ||
| | $867 million of intangible assets, net relates to intangible assets with indefinite lives, which are not amortized, principally related to acquired trade names and trademarks. Our indefinite lived intangible assets relate principally to trade names and trademarks acquired in various acquisitions. | ||
| | $139 million of intangible assets, net relates to intangible assets with definite lives, which are generally amortized over a period of two to ten years. The majority of this amortization is not deductible for tax purposes. | ||
| | Amortization expense related to definite lived intangibles was $20 million for the second quarter, compared with $30 million for the prior year period. The decrease was primarily due to the completed amortization of certain technology and supplier intangible assets over the past year. Assuming no impairments or additional acquisitions, we expect amortization expense for definite lived intangibles of $78 million in 2007 and $57 million in 2008. |
| | Accounts payable, other primarily consists of payables related to the day-to-day operations of our business. | ||
| | Accounts payable, other increased $33 million from December 31, 2006 primarily due to an increase in accrued marketing expenses related to various points of sale. |
| | Deferred merchant bookings consist of amounts received from travelers who have not yet traveled and the balances generally mirror the seasonality pattern of our gross bookings. The payment to suppliers related to these bookings is generally made within two weeks after booking for air travel and, for all other merchant bookings, after the customers use of services and subsequent billing from the supplier, which billing is reflected as accounts |
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| payable, merchant on our balance sheet. Therefore, especially for merchant hotel, there is a significant period of time from the receipt of cash from our travelers to supplier payment. |
| | As long as the merchant hotel business continues to grow and our business model does not meaningfully change, we expect that changes in working capital related to this business will continue to be a positive contributor to operating and free cash flow. If this business declines or if the model changes significantly, it would negatively affect our working capital. | ||
| | For the six months ended June 30, 2007, the change in deferred merchant booking and accounts payable, merchant contributed $730 million to net cash provided by operating activities, primarily related to our merchant hotel business. |
| | Other current liabilities principally relate to accruals for cost of service related to our call center and internet services, accruals for service, bonus, salary and wage liabilities, a reserve related to occupancy taxes, and accrued interest on our Notes. | ||
| | Other current liabilities includes $30 million related to our tax sharing agreement with Microsoft and the fair value of our Ask derivative, which relates to notes which are due June 1, 2008 (see Ask Derivative Liability). | ||
| | Other current liabilities increased $23 million from December 31, 2006 primarily due to the reclassification of $14 million from other long-term liabilities related to our Ask derivative. |
| | In connection with IAC/InterActive Corps acquisition of Ask, we issued 4.3 million shares of Expedia, Inc. common stock into an escrow account, which shares (or cash in equal value) were due to holders of Ask convertible notes upon conversion. These shares have been included in diluted shares from the date of our spin-off from IAC. | ||
| | During the second quarter of 2007 notes were converted for 0.1 million shares, which when combined with prior conversions of 3.7 million shares, leaves 0.5 million shares of Expedia common stock (or cash in equal value) due to Ask convertible note holders upon conversion. The Ask notes are due June 1, 2008; upon maturity our obligation to satisfy demands for conversion ceases. | ||
| | The estimated fair value of the Ask derivative at June 30, 2007 was $14 million, and is recorded in other current liabilities on our consolidated balance sheet. | ||
| | For the second quarter we recorded a net unrealized loss of $3 million related to the Ask derivative due to the increase in our share price at the end of the second quarter of 2007 compared with the end of the first quarter of 2007. This loss is reflected as an increase in other current liabilities, is recorded in other, net on our consolidated statements of income and is excluded from both our OIBA and adjusted net income calculations. | ||
| | We anticipate recording a quarterly unrealized gain or loss in future quarters related to any remaining liability as we adjust the fair value for changes in our stock price, as measured at subsequent quarter-ends compared with the prior quarter-end. |
| | Expedia, Inc. maintains a $1 billion five-year unsecured revolving credit facility that bears interest based on our financial leverage and is subject to leverage and net worth covenants. As of June 30, 2007, we had no borrowings outstanding under our revolver and were in compliance with our leverage and net worth covenants under the credit facility. Outstanding letters of credit under the facility were $52 million. | ||
| | We expect to draw down on the credit facility and use cash on hand to fund the purchase of shares tendered in conjunction with our modified Dutch auction tender offer, which, unless extended, is scheduled to expire on August 8, 2007. | ||
| | Long-term debt relates to $500 million in registered 7.456% Senior Notes (the Notes) due 2018, which were issued in August 2006. The Notes are repayable in whole or in part on August 15, 2013 at the option of the note holders. We may redeem the Notes at any time at our option. | ||
| | Semi-annual interest expense related to the Notes is $19 million, paid on February 15 and August 15 of each year. Accrued interest related to the notes was $14 million at June 30, 2007 and $13 million at December 31, 2006 and such amounts are classified as other current liabilities on our balance sheet. |
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| | Other long-term liabilities include $66 million in uncertain tax positions recorded under FIN 48. Prior to the adoption of FIN 48 on January 1, 2007 these amounts were classified as income taxes payable in current liabilities. | ||
| | Other long-term liabilities also includes $18 million of derivative liabilities, primarily related to cross-currency swaps, which increased $5 million from December 31, 2006 due to the weakening of the USD compared with the Euro and rising interest rates. |
| | Minority interest primarily relates to the minority ownership position in eLong, an entity in which we own a 52% interest and results for which are consolidated for all periods presented. |
| | At June 30, 2007 we have agreements with certain vendors under which we have future minimum obligations of $26 million for the remainder of 2007, $9 million in 2008 and $8 million in 2009. These minimum obligations for telecom, loyalty, software and other support services are less than our projected use for those periods, and we expect payment to be more than the minimum obligations based on our actual use. In addition, if certain obligations are met by our counterparties, our obligations will increase. These obligations are not reflected on our consolidated balance sheets herein. | ||
| | In conjunction with our investment in a travel company, we have entered into a commitment to provide a $10 million revolving operating line of credit and a credit facility for up to $20 million. No amounts were drawn on the line of credit or credit facility as of June 30, 2007. | ||
| | In June 2007, we entered into a ten-year lease for approximately 348,000 square feet of office space located in Bellevue, Washington. Cash payments related to this lease begin in November 2008. | ||
| | Our estimated future minimum rental payments under operating leases with noncancelable lease terms that expire after June 30, 2007 are $12.9 million for the remainder of 2007, $24.9 million for 2008, $22.9 million for 2009, $20.3 million for 2010, $18.9 million for 2011 and $103.3 million for 2012 and thereafter. |
| | We currently have an outstanding tender offer to purchase up to 25,000,000 common shares of Expedia, Inc. at a range of $27.50 to $30.00 per share and expect to use our credit facility and cash on hand to finance the transaction. Unless extended, the tender offer will expire on August 8, 2007. Expedia, Inc.s directors and executive officers and Liberty Media Corporation have indicated that they do not intend to tender any shares in the tender offer. | ||
| | In August 2006 our Board of Directors authorized the repurchase of up to 20 million common shares. There is no fixed termination date for the authorization, and as of the date of this release we have not repurchased any shares under this authorization. This authorization is not impacted by the above tender offer and will remain outstanding subsequent to the tender completion unless modified by our Board of Directors. |
| | There are approximately 26 million shares of Expedia Class B common stock outstanding, owned by Liberty Media Corporation and its subsidiaries (Liberty). Class B shares are entitled to ten votes per share when voting on matters with the holders of Expedia common and preferred stock. | ||
| | Through the common stock our Chairman and Senior Executive, Barry Diller, owns directly, as well as the common stock and Class B stock for which he has been assigned an irrevocable proxy by Liberty, Mr. Diller had a controlling 58% voting interest in Expedia, Inc. as of July 13, 2007. Assuming we repurchase 25 million shares in our tender offer, his voting interest would increase to approximately 61%. |
| | As of June 30, 2007 we had 58.5 million warrants outstanding, which, if exercised in full, would entitle holders to acquire 34.6 million common shares of Expedia, Inc. for an aggregate purchase price of approximately $774 million (representing an average of $22 per Expedia, Inc. common share). |
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| | 32.2 million of these warrants are privately held and expire in 2012, and 26.0 million warrants are publicly-traded and expire in 2009. There are 0.3 million other warrants outstanding. |
| | At June 30, 2007 we had 29.2 million stock-based awards outstanding, consisting of stock options to purchase 20.7 million common shares with a $16.57 weighted average exercise price and weighted average remaining life of 2.9 years, and 8.5 million RSUs. | ||
| | During second quarter 2007 we granted 0.2 million RSUs, primarily related to new hire grants. | ||
| | Through June 30, 2007 total RSU grants were 3.2 million, or 2.2 million net of cancellations, expirations and forfeitures. |
| | Weighted average basic, fully diluted and adjusted diluted share counts are as follows (in 000s; some numbers may not add due to rounding): |
| 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||
| Shares | 6.30.07 | 12.31.06 | 6.30.06 | ||||||||||||||
Basic shares |
303,035 | 330,294 | 346,014 | ||||||||||||||
Options |
8,909 | 7,339 | 7,330 | ||||||||||||||
Warrants |
6,084 | 3,756 | 3,189 | ||||||||||||||
Derivative liabilities |
501 | 867 | 1,669 | ||||||||||||||
RSUs |
1,666 | 1,323 | 869 | ||||||||||||||
Other |
| 7 | 19 | ||||||||||||||
Fully diluted shares |
320,196 | 343,586 | 359,090 | ||||||||||||||
RSUs, Adjusted Income method |
7,087 | 5,849 | 7,093 | ||||||||||||||
Adjusted diluted shares |
327,283 | 349,435 | 366,183 | ||||||||||||||
| | The decrease in basic, fully diluted and adjusted diluted shares as compared to the end of 2006 primarily relates to the January 2007 completion of our tender offer for 30 million common shares, which was partially offset by increased dilution from options, warrants and RSUs related to the increase in our stock price and the impact of such increase on the treasury method calculation for dilutive securities. | ||
| | Share count decreases from the prior year period are due to the same reasons as stated above as well as open market repurchases of shares during the second half of 2006. |
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| | The following metrics are intended as a supplement to the financial statements found in this press release and in our filings with the SEC. In the event of discrepancies between amounts in these tables and our historical financial statements, readers should rely on our filings with the SEC and financial statements in our most recent earnings release. |
| | We intend to periodically review and refine the definition, methodology and appropriateness of each of our supplemental metrics. As a result, these metrics are subject to removal and/or change, and such changes could be material. |
| | Expedia gross bookings constitute bookings from all Expedia-branded properties, including our international sites and our worldwide ECT businesses. Other gross bookings constitute bookings from all brands other than Expedia and Hotels.com. |
| | Metrics, with the exception of revenue and OIBA items, include 100% of the results of an unconsolidated joint-venture of which we own approximately 49.9%. |
| | These metrics do not include adjustments for one-time items, acquisitions, foreign exchange or other adjustments. |
| | Some numbers may not add due to rounding. |
| 2005 | 2006 | 2007 | |||||||||||||||||||||||||||||||||||||||||||
| Y/Y | |||||||||||||||||||||||||||||||||||||||||||||
| Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Growth | ||||||||||||||||||||||||||||||||||||
Number of Transactions |
10.1 | 10.3 | 8.7 | 10.5 | 10.6 | 10.4 | 8.9 | 11.0 | 12.0 | 14 | % | ||||||||||||||||||||||||||||||||||
Gross Bookings by Segment |
|||||||||||||||||||||||||||||||||||||||||||||
North America |
$ | 3,204 | $ | 3,044 | $ | 2,624 | $ | 3,522 | $ | 3,445 | $ | 3,104 | $ | 2,666 | $ | 3,559 | $ | 3,723 | 8 | % | |||||||||||||||||||||||||
Europe |
669 | 644 | 510 | 780 | 752 | 792 | 677 | 1,032 | 1,035 | 38 | % | ||||||||||||||||||||||||||||||||||
Other |
260 | 249 | 262 | 347 | 368 | 365 | 344 | 425 | 466 | 27 | % | ||||||||||||||||||||||||||||||||||
Total |
$ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | $ | 4,261 | $ | 3,687 | $ | 5,016 | $ | 5,224 | 14 | % | |||||||||||||||||||||||||
Gross Bookings by Brand |
|||||||||||||||||||||||||||||||||||||||||||||
Expedia * |
$ | 3,248 | $ | 3,096 | $ | 2,707 | $ | 3,700 | $ | 3,614 | $ | 3,369 | $ | 2,984 | $ | 4,039 | $ | 4,130 | 14 | % | |||||||||||||||||||||||||
Hotels.com |
497 | 502 | 407 | 582 | 621 | 600 | 456 | 612 | 696 | 12 | % | ||||||||||||||||||||||||||||||||||
Other * |
387 | 340 | 281 | 367 | 330 | 293 | 246 | 365 | 399 | 21 | % | ||||||||||||||||||||||||||||||||||
Total |
$ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | $ | 4,261 | $ | 3,687 | $ | 5,016 | $ | 5,224 | 14 | % | |||||||||||||||||||||||||
Gross Bookings by Agency/Merchant |
|||||||||||||||||||||||||||||||||||||||||||||
Agency |
$ | 2,396 | $ | 2,276 | $ | 2,068 | $ | 2,695 | $ | 2,728 | $ | 2,473 | $ | 2,253 | $ | 2,910 | $ | 3,025 | 11 | % | |||||||||||||||||||||||||
Merchant |
1,737 | 1,662 | 1,327 | 1,953 | 1,837 | 1,788 | 1,433 | 2,106 | 2,199 | 20 | % | ||||||||||||||||||||||||||||||||||
Total |
$ | 4,133 | $ | 3,938 | $ | 3,395 | $ | 4,648 | $ | 4,565 | $ | 4,261 | $ | 3,687 | $ | 5,016 | $ | 5,224 | 14 | % | |||||||||||||||||||||||||
Revenue by Segment |
|||||||||||||||||||||||||||||||||||||||||||||
North America |
N/A | N/A | N/A | $ | 382 | $ | 456 | $ | 450 | $ | 379 | $ | 406 | $ | 505 | 11 | % | ||||||||||||||||||||||||||||
Europe |
N/A | N/A | N/A | 85 | 112 | 134 | 121 | 110 | 145 | 30 | % | ||||||||||||||||||||||||||||||||||
Other |
N/A | N/A | N/A | 27 | 30 | 30 | 32 | 34 | 39 | 28 | % | ||||||||||||||||||||||||||||||||||
Total |
N/A | N/A | N/A | $ | 494 | $ | 598 | $ | 614 | $ | 531 | $ | 551 | $ | 690 | 15 | % | ||||||||||||||||||||||||||||
Packages Revenue |
$ | 124 | $ | 128 | $ | 106 | $ | 114 | $ | 131 | $ | 125 | $ | 107 | $ | 111 | $ | 132 | 1 | % | |||||||||||||||||||||||||
Advertising and Media Revenue |
$ | 17 | $ | 19 | $ | 19 | $ | 21 | $ | 22 | $ | 25 | $ | 27 | $ | 37 | $ | 44 | 97 | % | |||||||||||||||||||||||||
OIBA by Segment |
|||||||||||||||||||||||||||||||||||||||||||||
North America |
N/A | N/A | N/A | $ | 147 | $ | 212 | $ | 204 | $ | 172 | $ | 164 | $ | 227 | 7 | % | ||||||||||||||||||||||||||||
Europe |
N/A | N/A | N/A | 15 | 40 | 48 | 55 | 26 | 43 | 8 | % | ||||||||||||||||||||||||||||||||||
Other |
N/A | N/A | N/A | (74 | ) | (68 | ) | (72 | ) | (81 | ) | (85 | ) | (83 | ) | NM | |||||||||||||||||||||||||||||
Total |
N/A | N/A | N/A | $ | 89 | $ | 184 | $ | 180 | $ | 146 | $ | 104 | $ | 187 | 2 | % | ||||||||||||||||||||||||||||
Merchant Hotel |
|||||||||||||||||||||||||||||||||||||||||||||
Room Nights |
9.0 | 10.0 | 8.1 | 8.1 | 10.1 | 11.1 | 8.7 | 8.4 | 11.1 | 10 | % | ||||||||||||||||||||||||||||||||||
Room Night Growth |
8 | % | 10 | % | 10 | % | 7 | % | 13 | % | 11 | % | 8 | % | 3 | % | 10 | % | | ||||||||||||||||||||||||||
ADR Growth |
6 | % | 9 | % | 6 | % | 3 | % | 7 | % | 4 | % | 8 | % | 9 | % | 5 | % | | ||||||||||||||||||||||||||
Revenue per Night
Growth |
3 | % | 4 | % | -1 | % | -4 | % | 4 | % | 2 | % | 7 | % | 13 | % | 4 | % | | ||||||||||||||||||||||||||
Revenue Growth |
11 | % | 15 | % | 9 | % | 3 | % | 17 | % | 14 | % | 15 | % | 17 | % | 14 | % | | ||||||||||||||||||||||||||
Air |
|||||||||||||||||||||||||||||||||||||||||||||
Tickets Sold Growth |
22 | % | 14 | % | 8 | % | 3 | % | -4 | % | -6 | % | 1 | % | 5 | % | 14 | % | | ||||||||||||||||||||||||||
Revenue per Ticket
Growth |
-13 | % | -10 | % | -11 | % | -9 | % | -10 | % | -17 | % | -15 | % | -20 | % | -19 | % | | ||||||||||||||||||||||||||
Revenue Growth |
6 | % | 3 | % | -4 | % | -7 | % | -13 | % | -23 | % | -14 | % | -16 | % | -7 | % | | ||||||||||||||||||||||||||
Airfare Growth |
6 | % | 7 | % | 7 | % | 9 | % | 13 | % | 11 | % | 4 | % | 1 | % | -3 | % | | ||||||||||||||||||||||||||
| * | Amounts have been slightly revised to more accurately reflect allocation by brand. There was no impact on gross bookings or revenue as a result of these changes. |
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| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| (in thousands) | ||||||||||||||||
OIBA |
$ | 187,100 | 184,223 | $ | 291,490 | 272,763 | ||||||||||
Amortization of intangible assets |
(19,503 | ) | (30,120 | ) | (40,699 | ) | (60,291 | ) | ||||||||
Stock-based compensation |
(13,972 | ) | (17,221 | ) | (29,832 | ) | (41,108 | ) | ||||||||
Amortization of non-cash distribution and marketing |
| (627 | ) | | (8,867 | ) | ||||||||||
Operating income |
153,625 | 136,255 | 220,959 | 162,497 | ||||||||||||
Interest income (expense), net |
650 | 6,559 | (3,257 | ) | 8,262 | |||||||||||
Other, net |
5,936 | 10,466 | 441 | 14,123 | ||||||||||||
Provision for income taxes |
(64,076 | ) | (56,158 | ) | (87,688 | ) | (65,816 | ) | ||||||||
Minority interest in (income) loss of consolidated
subsidiaries, net |
1 | (1,640 | ) | 457 | (249 | ) | ||||||||||
Net income |
$ | 96,136 | 95,482 | $ | 130,912 | 118,817 | ||||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| (in thousands, except per share data) | ||||||||||||||||
Net income |
$ | 96,136 | $ | 95,482 | $ | 130,912 | 118,817 | |||||||||
Amortization of intangible assets |
19,503 | 30,120 | 40,699 | 60,291 | ||||||||||||
Stock-based compensation |
13,972 | 17,221 | 29,832 | 41,108 | ||||||||||||
Amortization of non-cash distribution and marketing |
| 627 | | 8,867 | ||||||||||||
Federal excise tax refunds |
(12,058 | ) | | (12,058 | ) | | ||||||||||
Unrealized (gain) loss on derivative instruments, net |
3,153 | (7,912 | ) | 4,544 | (12,212 | ) | ||||||||||
Amortization of intangible assets as part of equity
method investments |
551 | | 551 | | ||||||||||||
Minority interest |
(194 | ) | (214 | ) | (402 | ) | (535 | ) | ||||||||
Provision for income taxes |
(7,038 | ) | (17,143 | ) | (20,752 | ) | (41,138 | ) | ||||||||
Adjusted net income |
$ | 114,025 | $ | 118,181 | $ | 173,326 | 175,198 | |||||||||
GAAP diluted weighted average shares outstanding |
320,196 | 359,090 | 321,966 | 362,130 | ||||||||||||
Additional restricted stock units |
7,087 | 7,093 | 6,526 | 6,073 | ||||||||||||
Adjusted weighted average shares outstanding |
327,283 | 366,183 | 328,492 | 368,203 | ||||||||||||
Diluted earnings per share |
$ | 0.30 | $ | 0.27 | $ | 0.41 | 0.33 | |||||||||
Adjusted earnings per share |
$ | 0.35 | $ | 0.32 | $ | 0.53 | 0.48 | |||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| (in thousands) | ||||||||||||||||
Net cash provided by operating activities |
$ | 384,557 | $ | 256,986 | $ | 922,613 | $ | 708,913 | ||||||||
Less: capital expenditures |
(20,642 | ) | (20,991 | ) | (38,974 | ) | (34,029 | ) | ||||||||
Free cash flow |
$ | 363,915 | $ | 235,995 | $ | 883,639 | $ | $674,884 | ||||||||
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| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| (in thousands) | ||||||||||||||||
Cost of revenue |
$ | 143,646 | $ | 128,449 | $ | 264,944 | $ | 247,763 | ||||||||
Less: stock-based compensation |
(646 | ) | (1,586 | ) | (1,529 | ) | (4,811 | ) | ||||||||
Cost of revenue excluding stock-based compensation |
$ | 143,000 | $ | 126,863 | $ | 263,415 | $ | 242,952 | ||||||||
| |
||||||||||||||||
Selling and marketing expense |
$ | 255,905 | $ | 198,666 | $ | 478,173 | $ | 399,692 | ||||||||
Less: stock-based compensation |
(2,804 | ) | (3,446 | ) | (6,039 | ) | (8,697 | ) | ||||||||
Selling and marketing expense excluding
stock-based compensation |
$ | 253,101 | $ | 195,220 | $ | 472,134 | $ | 390,995 | ||||||||
| |
||||||||||||||||
General and administrative expense |
$ | 75,733 | $ | 71,053 | $ | 151,896 | $ | 144,414 | ||||||||
Less: stock-based compensation |
(7,004 | ) | (8,753 | ) | (14,673 | ) | (18,440 | ) | ||||||||
General and administrative expense excluding
stock-based compensation |
$ | 68,729 | $ | 62,300 | $ | 137,223 | $ | 125,974 | ||||||||
| |
||||||||||||||||
Technology and content expense |
$ | 41,511 | $ | 33,288 | $ | 83,763 | $ | 68,832 | ||||||||
Less: stock-based compensation |
(3,518 | ) | (3,436 | ) | (7,591 | ) | (9,160 | ) | ||||||||
Technology and content expense excluding
stock-based compensation |
$ | 37,993 | $ | 29,852 | $ | 76,172 | $ | 59,672 | ||||||||
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| Contacts | |
| Investor Relations Communications | |
| (425) 679-3555 (425) 679-4317 | |
| ir@expedia.com press@expedia.com |
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