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425 Filing
Expedia (EXPE) 425Business combination disclosure
Filed: 21 Nov 11, 12:00am
![]() Investor Presentation (NASDAQ: TRIP) Q4 2011 Exhibit 99.1 |
![]() Safe Harbor Statement 2 Forward-Looking Statements. Non-GAAP Measures. Industry / Market Data. Additional Information about the TripAdvisor Spin-Off. result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on forward-looking statements. prepared for other purposes. We have not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. participants may be included in other relevant documents to be filed with the SEC. supplement, not substitute for, GAAP comparable measures. Investors are urged to consider carefully the comparable GAAP measures and reconciliations. This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not historical facts or guarantees of future performance and are based on management's assumptions and expectations as of November 21, 2011, which are inherently subject to difficult to predict uncertainties, risks and changes in circumstances. The use of words such as "intends,” “expects,” “may,” “believes,” “should,” “seeks,” “intends,” “plans,” “potential,” “will,” “projects,” “estimates,” “anticipates” or similar expressions generally identify forward-looking statements. However, these words are not the exclusive means of identifying such statements, and any statements that refer to expectations, beliefs, plans, predictions, projections, forecasts, objectives, assumptions, models, illustrations, profiles or other characterizations of future events or circumstances are forward-looking statements, including w/o limitation statements relating to future revenues, expenses, margins, performance, profitability, cash flows, net income/(loss), earnings per share, growth rates and other measures of results of operations (such as, among others, EBITDA or adjusted EBITDA) and future growth prospects for TripAdvisor’s business. Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including, among others, those discussed in the “Risk Factors” section of the registration statement on Form S-4 (File No. 333-175828-1), which included a proxy statement for Expedia, Inc. (“Expedia”) and prospectus for Expedia and TripAdvisor (the “Prospectus/Proxy Statement”). Except as required by law, we undertake no obligation to update any forward-looking or other statements in this presentation, whether as a Reconciliations to GAAP measures of non-GAAP measures included in this presentation are included in Appendix. These measures are intended to Industry and market data used in this presentation have been obtained from industry publications and sources as well as from research reports As previously announced, Expedia intends to spin-off its TripAdvisor Media Group businesses into a separate publicly-traded company, TripAdvisor, Inc. The spin-off is subject to various conditions, including the requirement that the spin-off be approved by the affirmative vote of holders of a majority of the outstanding shares of Expedia common stock, other than shares owned or controlled by Expedia management. In connection with the proposed spin-off, Expedia, Inc. and TripAdvisor, Inc. have filed a Prospectus/Proxy Statement with the SEC. Stockholders of Expedia and investors are urged to read the Prospectus/Proxy Statement because it contains important information about Expedia, TripAdvisor and the proposed spin-off transaction and related matters. Investors and security holders can obtain free copies of the Prospectus/Proxy Statement by contacting Investor Relations, Expedia, 333 108th Avenue N.E., Bellevue, Washington 98004 (Telephone: (425) 679- 3555). Investors and security holders can also obtain free copies of the Prospectus/Proxy Statement and other documents filed by Expedia and TripAdvisor with the SEC at the SEC’s web site at In addition to the Prospectus/Proxy Statement, Expedia files, and TripAdvisor will file following the spin-off, annual, quarterly and current reports, proxy statements and other information with the SEC, each of which should be available at the SEC’s web site at www.sec.gov. You may also read and copy any reports, statements and other information filed by Expedia or TripAdvisor at the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1- 800-SEC-0330 for further information. Expedia and its directors, executive officers and certain members of management and other employees may be deemed to be participants in the solicitation of proxies of Expedia stockholders to approve the proposed spin-off transaction, which transaction will be considered for approval by Expedia stockholders at the 2011 Annual Meeting of Stockholders on December 6, 2011. Directors, executive officers and certain members of management and other employees of Expedia may have interests in the transaction as described in the Prospectus/Proxy Statement, including as a result of current holdings of options, restricted share units or shares of Expedia stock and future holdings of options, restricted share units or shares of TripAdvisor stock, which will be impacted in the transaction. The Prospectus/Proxy Statement, first mailed to Expedia stockholders on or around November 3, 2011, contains information regarding Expedia and the equity interests of its directors and officers who may be deemed participants in the solicitation of proxies is contained in the Prospectus/Proxy Statement. Additional information regarding the interests of such potential www.sec.gov. |
![]() TRIPADVISOR OVERVIEW STEPHEN KAUFER, CO-FOUNDER, PRESIDENT AND CEO 3 TripAdvisor and the TripAdvisor logo are trademarks or registered trademarks of TripAdvisor LLC in the U.S. and/or other countries. All other trademarks are the property of their respective owners. (c) 2011 TripAdvisor LLC. All rights reserved. |
![]() It all started when… 4 Iberostar Tucan Hotel, Playa del Carmen |
![]() Investment Highlights Leading online travel media platform • 44M monthly uniques (1) Huge and growing market opportunity • $39B+ (2) spent on travel advertising each year Definitive resource for travelers and critical partner for merchants • Over 50M reviews and opinions; over 500,000 hotels featured Powerful network effects • Scale generates a richer experience for all, attracts new consumers and provides great defensibility Compelling and differentiated business model • Rich user-generated content creates valuable monetization opportunities and efficient cost structure 5 (1) comScore, September 2011 (2) IDC, Worldwide New Media Market Model, August 2011 |
![]() TripAdvisor by the Numbers 6 Scaled, growing, profitable – leading online travel media platform Market opportunity 160,000+ Attractions 57,000,000+ Facebook connections 50,000,000+ Reviews and opinions 520,000+ Hotels 715,000+ Restaurants 8,000,000+ Candid photos Destinations 93,000+ 10,000,000+ Mobile downloads The leading travel media platform Financial $485M 2010 Revenue (2) $261M 2010 Adjusted EBITDA (2) 2006-2010 revenue CAGR (3) 46% $294,000,000,000+ 2011E Travel e-commerce spend (1) $39,000,000,000+ 2011E Travel ad spend (1) (1) IDC, Worldwide New Media Market Model, August 2011 (2) Reflects TripAdvisor Holdings, LLC Combined Results of Operations as disclosed in Annex E of Amendment No. 4 to Expedia, Inc. Form S-4 filed November 1, 2011 with the SEC. Revenue includes intercompany revenues from Expedia, Inc. Adjusted EBITDA is defined as Operating Income attributed to TripAdvisor Holdings, LLC plus: (1) depreciation of property and equipment, including internal use software and website development; (2) amortization of intangible assets; (3) stock-based compensation; and (4) non-recurring expenses incurred to effect the spin-off during the six month ended June 30, 2011 (3) Reflects compound annual growth of segment reported revenue as disclosed in Expedia, Inc. Form 10-K filings with the SEC |
![]() Travel: Huge Market, Underpenetrated Online 7 Online travel 44% All other e-commerce 56% 2011 Global eCommerce market size: $673B 11% 17% 3% 10% Example OTA Commission (3) Online Offline 2011E Online travel spend ($B) 2010-2012E Online travel spend CAGR (1) IDC, Worldwide New Media Market Model, August 2011 (2) PhoCusWright U.S. Online Travel overview, Eleventh edition; PhoCusWright European Online Travel Overview, Sixth Edition; PhoCusWright APAC Online Travel Overview, Fourth Edition (3) Example OTA commission is Orbitz Worldwide’s, based on take rates derived from Orbitz Worldwide’s 2010 Form 10-K. 44% Travel ~$300B Offline: 62% Online: 38% Offline: 84% Online: 16% Total 2011E bookings: $875B (2) Travel 2011E ad spend: $39B+ (1) (2011E) Travel nearly half of global e-commerce (1) Online hotel bookings growing faster, more profitable (2) Online travel – US / Europe maturing while APAC / LATM growing fast (2) Travel ad spend is large and underpenetrated online $149 $120 $55 $11 US EUR APAC LATM 6% 3% 15% 32% US EUR APAC LATM 76% 62% 24% 38% Hotel / Other Air |
![]() Most Important Information Influencing $800B+ of Travel Spend (1) 8 Word of mouth content is most important in influencing purchasing decisions (2) 76% 49% 40% 37% 35% 13% 15% 16% 17% 19% 21% 25% 27% 29% 30% Recommendations from people I know Customer Reviews Friend recommendations 98% of participants found TripAdvisor’s hotel reviews to accurately represent the experience (3) (2) Nielsen, Trends in Advertising Spend and Effectiveness, June 2011 User-generated photos (3) PhoCusWright, custom report, July 2011 Consumer opinions posted online Emails I signed up for Editorial content Brand websites Ads in newspapers Ads on TV Ads in radio Ads in magazines Ads served in search engine results Online video ads Products shown embedded in TV Online banner ads Ads on social networks Ads on mobile devices (1) PhoCusWright U.S. Online Travel overview, Eleventh edition; PhoCusWright European Online Travel Overview, Sixth Edition; PhoCusWright APAC Online Travel Overview, Fourth Edition % of respondents who “trust completely” or “trust somewhat” a source |
![]() Significant Network Effects and Economies of Scale 9 Scale drives content generation Critical source of customers for suppliers Audience High monetization enables efficient customer acquisition Reviewers want access to broadest audience A source for a very high % of client leads. Scale generates higher prices Breadth of information means majority of users find the content they need Continues to invest in ROI-positive customer growth Over 50M users and opinions |
![]() Strong and Differentiated Competitive Position 10 Search providers OTAs Other travel media Other review services High traffic Rich content TripAdvisor position Depth of reviews drive user experience TripAdvisor is a mission critical supplier TripAdvisor has significantly greater reach/scale Depth and breadth of travel-focused content The leading online travel media platform |
![]() TripAdvisor’s Business Model Business listing Lead generation Display ad / sponsorship Candid photos Search filtering Room tips Tips from friends Review summary Display ad / Cost per click ad Friend experiences 11 Detailed reviews Consumer Value Business Value |
![]() Wisdom of Friends – Ability to Connect Improves Experience 12 Deep social integration heightens the experience Since launch, 57M people have been instantly personalized Facebook users are more engaged on the site Facebook users are 2x more likely to contribute full reviews Higher conversion and monetization |
![]() 31,419 27,941 15,347 14,224 12,188 11,109 10,576 10,378 9,232 8,411 8,355 44,461 TripAdvisor Sites Booking.com Expedia Sites Yahoo! Travel Orbitz Worldwide Travelocity Qunar.com Ctrip.com Hotels.com Kayak.com Groupe SNCF Priceline Leading Scale and Global Reach 13 Monthly unique visitors (‘000s) – branded websites Travel Website Landscape Global reach 30 countries in 21 languages Brand Direct navigation Organic search Paid search Partners / referrals Highly efficient sources of traffic Source: comScore, September 2011 |
![]() Content Syndication 14 A powerful extension of TripAdvisor 30,000 partner sites use Trip- Advisor content Provides access to 150M monthly uniques Syndication makes TripAdvisor the de-facto standard for travel review information |
![]() TripAdvisor Media Group 15 TripAdvisor branded sites 44M monthly uniques (1) TripAdvisor Media Group 61M monthly uniques (1) (1) comScore Media Metrix, September 2011 |
![]() Key Areas of Investment and Growth 16 China Vacation rentals Mobile • World’s 2 nd largest economy after the US • 1B hours spent online per day, twice the amount of time in the U.S. (3) • Expect more than 650M internet users by 2015 – but still less than 50% penetration (3) • Widely varied travel pricing • An $85B vacation rental market in 2010 and growing (2) • Highly fragmented and inefficient market • Extending the leading TripAdvisor online travel platform • Mobile travel spend expected to be over $2B by 2014, growing 40+% year-over-year (1) • Mobile monetization still early • Travel is 4th largest category in the Apple App store New Platforms New Geographies New Products IDC, Worldwide New Media Market Model, Aug 2011 Radius Global Market Research, Market Sizing Study, Nov 2011 (as cited in HomeAway prospectus) Boston Consulting Group, The Internet’s New Billion: Digital Consumers in Brazil, Russia, India, China and Indonesia, Sept 2010 (1) (2) (3) |
![]() TripAdvisor Strategy: Mobile Adoption 17 Early success: 10M+ downloads Global: Available in 20 languages Depth: Multiple reviews on hundreds of activities in each city Frictionless: GPS and direct bookings maximize functionality Breadth: Information on thousands of activities, hotels, transport Mobile channel is additive and complementary to the web experience |
![]() What TripAdvisor is Doing in China 18 Purchased Kuxun: #2 metasearch player in China Built Daodao from scratch: launched in 2008 |
![]() Vacation Rentals 19 A new growth opportunity Over 200,000 vacation rental listings Uniquely leverages platform to target travellers searching for hotels Acquired FlipKey and Holiday Lettings Partnered with Interhome, Stayz, Toprural and AKENA |
![]() We Have a Winning Culture . . . 20 Speed wins • Rapid iteration and product development cycle Recruit the best and brightest . . . globally • Top engineering talent and robust training programs Say thank you • Recognized by Boston Globe’s “Top Places to Work” (2010, 2011) And give back • 2% of operating profit (1) allocated to employee sponsored charities that help … (1) Represents operating income before amortization of intangible assets those less fortunate |
![]() Led by an Experienced Management Team 21 Experienced management with proven ability to execute Steve Kaufer Chief Executive Officer and Co-Founder (11 years) Barbara Messing Chief Marketing Officer (Joined in 2011, formerly at Hotwire) Andy Gelfond Vice President, Engineering (7 years) Julie Bradley Chief Financial Officer (Joined in 2011) Marc Charron Managing Director, APAC (5 years) Robin Ingle Senior Vice President, Advertising Sales (10 years) Christine Petersen President, TripAdvisor for Business (7 years) Adam Medros Vice President, Global Product (7 years) Eric Rosenzweig Senior Vice President, Strategic Development and Sales (6 years) Bryan Saltzburg General Manager, New Initiatives (3 years) Tyler Young Vice President, Finance and Administration (7 years) Seth Kalvert Senior Vice President, General Counsel and Secretary (Joined in 2011, formerly at Expedia & IAC) |
![]() FINANCIAL OVERVIEW JULIE BRADLEY, CFO 22 |
![]() TripAdvisor Financial Highlights 23 Compelling business model • Diversified revenue streams globally • Differentiated content provides natural search advantage Highly profitable and cash flow generative Rapid growth Highly scalable; capital efficient • Low fixed costs • Low cost to acquire customers • Free user generated content • Strong margins • High cash flow conversion • Low capital expenditures • Among the fastest growing Internet businesses • Long-term revenue growth driven by expanding traffic and user-generated content – the network effect |
![]() Track Record of Growth and Profitability 24 Revenue ( ¹ ) ($M) Adjusted EBITDA (1) ($M) y/y growth 47% 18% 38% NA 34% Adj. EBITDA Margin 49% 56% 54% 54% 54% (1) Reflects TripAdvisor Holdings, LLC Combined Results of Operations as disclosed in Annex E of Amendment No. 4 to Expedia, Inc. Form S-4 filed November 1, 2011 with the SEC. Revenue includes intercompany revenues from Expedia, Inc. Adjusted EBITDA is defined as Operating Income attributed to TripAdvisor Holdings, LLC plus: (1) depreciation of property and equipment, including internal use software and website development; (2) amortization of intangible assets; (3) stock-based compensation; and (4) non-recurring expenses incurred to effect the spin-off during the six month ended June 30, 2011 $298 $352 $486 $239 $318 2008 2009 2010 Through Q2'10 Through Q2'11 $147 $197 $261 $141 $175 2008 2009 2010 Through Q2'10 Through Q2'11 |
![]() Robust Historical Growth and Pattern of Seasonality 25 TripAdvisor Media Group Segment Revenue by Quarter ($M)1 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 q/q growth rate 10% 8% (27%) 39% 5% 8% (18%) 43% 10% 11% (23%) 38% 14% 7% y/y growth: +14% +14% +29% +33% +39% +43% +34% +30% +35% +30% +19% 1 Reflects segment revenue as reflected in Expedia 10-K and 10-Q filings. Includes Expedia intersegment revenue and does not adjust for separation. $0 $25 $50 $75 $100 $125 $150 $175 $200 $225 2008 2009 2010 2011 |
![]() Increasing Revenue Diversification 26 Display 13% CPC 87% Display 14% CPC 86% Subscription / Other 6% Display 15% CPC 79% 2008 2009 2010 Note: Reflects segment data as disclosed in Expedia 10-K and 10-Q filings. Includes Expedia intersegment revenue and does not adjust for separation. Revenue by geography $298M $352M $485M US 82% UK 8% Rest of world 10% US 62% UK 14% Rest of world 24% US 70% UK 12% Rest of world 18% |
![]() Illustrative Post-Spin Operating Model 27 • Changes to the Expedia customer relationship • Standalone public company costs • User experience enhancement initiatives (e.g., site redesign / de-monetization) • Growth investments (e.g., China, mobile, vacation rentals) • Sales and marketing spend (e.g., branding and traffic acquisition) COGS 2% S&M 31% - 35% T&C 8%-9% G&A 10% - 12% Adjusted EBITDA 42% - 47% Illustrative post-spin business profile (annual basis) Key impacts and initiatives Notes: Adjusted EBITDA is defined as Operating Income attributed to TripAdvisor Holdings, LLC plus: (1) depreciation of property and equipment, including internal use software and website development; (2) amortization of intangible assets; (3) stock-based compensation; and (4) non-recurring expenses incurred to effect the spin-off during the six month ended June 30, 2011 |
![]() Strong Balance Sheet 1 28 TripAdvisor Holdings LLC ($M, except per share amounts) Historical (as of 6/30/2011) Pro forma adjustments Pro forma (as of 6/30/2011) Cash and cash equivalents $112 $32 $144 Short-term investments 21 - 21 Receivable from Expedia, net 75 (75) - Other current assets 91 - 91 Total current assets 298 (43) 256 Other non-current assets 39 3 42 Intangible assets, net 48 - 48 Goodwill 466 - 466 Total assets $851 ($40) $811 Current liabilities $161 $20 $181 Long-term debt - 380 380 Deferred income taxes, net 30 - 30 Other long-term liabilities 12 - 12 Total liabilities 587 Invested capital 648 (648) - Common shares, $0.001 par value, 1,600,000 authorized; 123,783 issued and outstanding on a pro-forma basis - 124 124 Class B common stock, $0.001 par value, 400,000 authorized; 12,800 issued and outstanding on a pro-forma basis - 13 13 Additional paid-in capital - 208 208 Accumulated other comprehensive loss (1) - (1) Total liabilities and equity $851 ($40) $811 Key highlights Significant cash flow generation Low working capital usage Strong coverage of debt obligations 1 As set forth in the prospectus |
![]() Operational Drivers 29 • Number of reviews • Natural search rankings • Engagement / time spent on site • Seasonality Engagement Reach Scalability • Advertising (CPC, CPM) • Syndication / licensing • Members • Traffic • Listings Monetization • Sales and marketing • Traffic acquisition • Engineering • International expansion Product Investments • Vacation rentals • Mobile • China |
![]() Spin Transaction 30 • Spin rationale • Value creation opportunity for both TripAdvisor and Expedia • Benefits of an enhanced equity currency and greater transparency • Businesses historically managed as independent entities • Create businesses that have a single business focus • Enhance the effectiveness of employee compensation structures • Key dates • Shareholder meeting on December 6th • Spin expected to be effective by end of year |
![]() CONCLUDING REMARKS STEPHEN KAUFER, CO-FOUNDER, PRESIDENT AND CEO 31 |
![]() Investment Highlights Leading online travel media platform • 45M monthly uniques (1) Huge and growing market opportunity • $33B (2) spent on travel advertising each year Definitive resource for travelers and critical partner for merchants • Over 50M reviews and opinions; over 500,000 hotels featured Powerful network effects • Scale generates a richer experience for all, attracts new consumers and provides great defensibility Compelling and differentiated business model • Rich user-generated content creates valuable monetization opportunities and efficient cost structure 32 (1) comScore, September 2011 (2) IDC, Worldwide New Media Market Model, August 2011 |
![]() APPENDIX 33 |
![]() Adjusted EBITDA reconciliation 34 ($ in thousands) Six months ended Year ended December 31, June 30, 2008 2009 2010 2010 2011 Adjusted EBITDA $146,626 $197,219 $260,963 $140,675 $174,494 Depreciation of property and equipment (1) 5,022 9,330 12,871 5,678 8,616 OIBA $141,604 $187,889 $248,092 $134,997 $165,878 Amortization of intangible assets (11,161) (13,806) (14,609) (6,242) (3,249) Stock-based compensation (5,560) (5,905) (7,183) (3,721) (4,442) Spin-off costs (1,054) GAAP Operating income $124,883 $168,178 $226,300 $125,034 $157,133 Related-party interest income (expense), net (4,035) (978) (241) (148) 315 Other, net (1,738) (660) (1,644) (2,674) 1,422 Provision for income taxes (46,788) (64,325) (85,461) (44,723) (57,389) Net (income) loss attributable to noncontrolling interest 49 212 (178) (54) (139) Net income attributable to TripAdvisor Holdings, LLC $72,371 $102,427 $138,776 $77,435 $101,342 (1) Includes internal use software and website development Source: Expedia S-4 amendment number 4 as filed with the SEC on November 1, 2011 |