INVESTOR PRESENTATION December 2011 Exhibit 99.1 |
2 Safe Harbor Forward-Looking Statements. This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance. These forward-looking statements are based on management’s expectations as of December 9, 2011 and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The use of words such as intends and expects, 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 and may include statements relating to future revenues, expenses, margins, profitability, net income / (loss), earnings per share and other measures of results of operations and the prospects for future growth of Expedia, Inc.’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: declines or disruptions in the travel industry; changes in our relationships and contractual agreements with travel suppliers or supplier intermediaries; risks relating to the announced spin-off of our TripAdvisor business; increases in the costs of maintaining and enhancing our brand awareness; changes in search engine algorithms and dynamics, or search engine disintermediation; our inability to adapt to technological developments or to maintain our existing technologies; our ability to expand successfully in international markets; changes in senior management; volatility in our stock price; changing laws, rules and regulations and legal uncertainties relating to our business; unfavorable new, or adverse application of existing, tax laws, rules or regulations; adverse outcomes in legal proceedings to which we are party; provisions in certain credit card processing agreements that could adversely impact our liquidity and financial positions; fluctuations in our effective tax rate; our inability to access the capital markets when necessary; risks related to our long term indebtedness; fluctuations in foreign exchange rates; risks related to the failure of counterparties to perform on financial obligations; potential liabilities resulting from our processing, storage, use and disclosure of personal data; the integration of current and acquired businesses; the risk that our intellectual property is not protected from copying or use by others, including competitors; and other risks detailed in our public filings with the SEC, including our annual report on Form 10-K for the year ended December 31, 2010 and quarterly report on Form 10-Q for the quarter ended September 30, 2011. Except as required by law, we undertake no obligation to update any forward-looking or other statements in this presentation, whether as a result of new information, future events or otherwise. Non-GAAP Measures. Reconciliations to GAAP measures of non-GAAP measures included in this presentation are included in the Appendices. These measures are intended to supplement, not substitute for, GAAP comparable measures. Investors are urged to consider carefully the comparable GAAP measures and reconciliations. Industry / Market Data. Industry and market data used in this presentation have been obtained from industry publications and sources as well as from research reports 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. Trademarks & Logos. Trademarks and logos are the property of their respective owners. © 2011 Expedia, Inc. All rights reserved. CST: 2029030-50 |
3 Basis of Presentation The operating results for Expedia, Inc. within this presentation exclude segment results for the TripAdvisor Media Group (“TripAdvisor”) unless otherwise noted. Expedia allocates certain expenses, such as stock-based compensation and amortization of intangible assets, to its corporate segment while depreciation is included on a segment basis. The adjusted earnings per share figures presented within are based on historical results, after giving effect to discontinued operations results of TripAdvisor for the respective periods presented. Subsequent to the transaction closing on or about December 20, 2011, Expedia expects to file on Form 8-K pro forma results for new Expedia, Inc. for the years ended 2008, 2009, 2010 as well as the nine months ended September 30, 2011 that will reflect results from discontinued operations with respect to TripAdvisor. Our management believes that the assumptions underlying the financial statements are reasonable. However, this financial information does not necessarily reflect the future financial position, results of operations and cash flows of Expedia or TripAdvisor, nor does it reflect what the historical financial position, results of operations and cash flows of Expedia or TripAdvisor would have been had we been a stand-alone company during the periods presented. |
4 Transaction Summary IS SPINNING OFF the Portfolio of Travel Media and Content Sites within the TripAdvisor ® Media Group 0.6 Billion $ 324 Million $ 1 TTM = Trailing Twelve Months 2 See Appendix A for Non-GAAP to GAAP Reconciliation 3 Adjusted EBITDA is calculated as operating income plus: stock-based compensation expense, including compensation expense related to certain subsidiary equity plans; acquisition-related impacts including amortization of intangible assets and goodwill and intangible asset impairment, and gains (losses) recognized on changes in the value of contingent consideration arrangements; certain infrequently occurring items, including restructuring; charges incurred, if any, for monies that may be required to be paid in advance of litigation in certain occupancy tax proceedings; gains (losses) realized on revenue hedging activities that are included in other, net; and depreciation TTM 1 3Q 2011 REVENUES 3.4 Billion $ TTM 3Q 2011ADJUSTED EBITDA 2,3 683 Million $ |
5 Investment Highlights Global Leader in ~$1 Trillion Global Leader in ~$1 Trillion Market with Market with Strong Offline-to-Online Trends Strong Offline-to-Online Trends Significant Growth Opportunities Across Geographies Significant Growth Opportunities Across Geographies Rapid Expansion in Highly Fragmented Hotel Industry Rapid Expansion in Highly Fragmented Hotel Industry Technology Platform Investment and Technology Platform Investment and Innovation Driving Higher Conversion Innovation Driving Higher Conversion Success in New Distribution Channels, e.g. Mobile Success in New Distribution Channels, e.g. Mobile A Growth Company Powerful Free Cash Flow Generation Powerful Free Cash Flow Generation |
6 The Largest Online Travel Company in the World Mutually Beneficial Supply Agreements Value to Travelers Scale Enables Virtuous Circle Diverse Demand: Geography AND Travel Type 1 comScore Worldwide Average Monthly UV data, January 2011-October 2011 SUPPLY SUPPLY Massive Depth and Breadth of ~145,000 Hotels in 200+ Countries 300+ Airlines 2.6 Million Packages Unmatched Volume and Diversity of Global Travel DEMAND DEMAND 60 Million Unique Visitors 1 Travelers in ~70 Countries Corporate and Leisure Travel; Online and Offline |
15 Sites in 39 Countries A Leader in Global Corporate Travel Established Brands with Global Reach 76 Sites in 67 Countries A Leading Hotel Specialist Globally 26 Sites in 26 Countries #1 Online Travel Agency 10,000 Affiliates in 33 Countries “Expedia Inside” Private Label Solutions Trusted Brands Trusted Brands |
8 Business Mix Transformation Positions Us for Growth Revenue 5 Years Ago Revenue Today Note: 5 Years Ago = 2005 Revenues; Today = TTM ending September 30, 2011 Revenues |
9 Expedia Well-Positioned to Capture Significant Global Growth Opportunity Sources: PhoCusWright estimates and Expedia data Note: EXPE share of travel market defined by TTM gross bookings as of September 30, 2011. APAC data includes gross bookings from AirAsia joint venture |
10 Asia – Investing for Growth Key Assets Key Assets 14 Sites in 13 Asian Countries — 5 Launched Since 2009 Powers Important Asian Brands, e.g. JALAN: One of Asia’s Leading Travel Sites 64% Ownership in #2 Chinese Online Travel Agency Partnership with Asia’s Leading Low Cost Carrier + 1 Includes Gross Bookings for AirAsia joint venture that launched July 1, 2011 and were not consolidated in Expedia’s 3Q 2011 results |
11 Expedia Expedia ® Has Scale in Hotels … Has Scale in Hotels … Global Team Working to Sign Up New Hotels Number of Hotels3 Rapidly Expanding in Fragmented Hotel Market 1 Other includes Advertising, Destination Services, Insurance, Cruise, Agency Packages, and Other 2 Smith Travel Research and Expedia data 3 Hotel data for TripAdvisor, Priceline, Orbitz and Ctrip.com from Companywebsites … … And Significant Room for And Significant Room for Additional Growth Additional Growth Hotels Hotels 72% 72% $3.4B TTM 3Q 2011 Revenues ~145k Hotels in 200+ Countries Single Largest Booker of Rooms in US … But Still Only ~5% Share2 |
12 UNIFIED Customer Operations Technology UNIFIED Transactional Infrastructure: Financials / Order Management / Inventory Management Technology Investment Positions Us for Growth 10,000 Affiliates CUSTOMIZED Front-End Technology for Rapid Innovation and Powerful Analytics … Improving Conversion |
13 Technology Investment Positions Us for Growth 1 Hotels.com Gross Bookings growth does not include Venere |
14 Fast Paced Innovation from Fast Paced Innovation from Technology Investment Technology Investment Simplifying the Customer Simplifying the Customer Experience to Drive Conversion: Experience to Drive Conversion: An Example An Example Investing in Technology at 24 3-4 New Technology Releases Annually Pre-Investment New Platform Capability … and Driving Toward Even Faster Releases … … Increases Conversion Rates Increases Conversion Rates Pre-Platform Migration Post-Platform Migration +~20% Number of Pages to Booking Pre-Investment ~6 Pages 1 Page New Platform Capability |
15 Opening Up Significant Opening Up Significant Opportunity in Travel Opportunity in Travel Industry Leading Mobile, Social and Deal Initiatives Drive Traffic and Revenue 50-70% of Mobile Bookings of Mobile Bookings Completed within Completed within One Day of Travel / Stay of Travel / Stay in App Development Leading Travel App Developer in App Success #1 Free iPhone Travel Apps in 40+ Countries 1 in Deals … … Expedia Expedia Leads the Way Leads the Way The World Is The World Is Changing … Changing … PC-Connected Users 24 x 7 Mobile Users Unique Supply Deal and Unique Supply Deal and Value Proposition to Value Proposition to Customers: Customers: 40-50% Off Just for Mobile Just for Mobile 1 Source: AppAnnie |
16 Expedia’s Significant Competitive Moats SCALE and BREADTH SCALE and BREADTH Global Scale Across Multiple Travel Brands and Product Offerings Global Scale Across Multiple Travel Brands and Product Offerings DIVERSE DEMAND DIVERSE DEMAND Multiple Sources Multiple Sources Leisure Leisure Corporate Corporate Call Centers Call Centers Traditional Travel Agency Traditional Travel Agency Online Online SUPPLY SUPPLY Global Travel Supply Footprint and Global Travel Supply Footprint and Deeper Supplier Relationships Deeper Supplier Relationships TECHNOLOGY PLATFORM TECHNOLOGY PLATFORM Investment in Technology to Investment in Technology to Drive Conversion and Bookings Drive Conversion and Bookings |
17 Experienced Leadership Team with Deep Industry Knowledge Dara Dara Khosrowshahi Khosrowshahi Chief Executive Officer and President 6 Years at Expedia Mark Mark Okerstrom Okerstrom Chief Financial Officer 5 Years at Expedia Barry Barry Diller Diller Senior Executive 16 Years at IAC/Expedia |
18 FINANCIALS |
19 Large User Base With Multiple Growth Vectors Large User Base With Multiple Growth Vectors Key Financial Highlights High Quality Diversified Revenue Streams High Quality Diversified Revenue Streams Consistent, Robust Cash Flow Generation and Strong EPS Growth Consistent, Robust Cash Flow Generation and Strong EPS Growth Strong Balance Sheet Allows Ample Value-Add Opportunities Strong Balance Sheet Allows Ample Value-Add Opportunities Investing Now to Support Future Growth |
20 Investing to Drive Accelerating Growth ADJUSTED EBITDA¹ ADJUSTED EPS GROWTH 2,3,4 $ Millions ’07-’10 CAGR: 2.8% TTM 3Q11 Y-o-Y Growth: 2.2% ’07-’10 CAGR: 2.8% TTM 3Q11 Y-o-Y Growth: 2.2% ’07-’10 CAGR: 6.4% TTM 3Q11 Y-o-Y Growth: 8.2% ’07-’10 CAGR: 6.4% TTM 3Q11 Y-o-Y Growth: 8.2% 2 See Appendix B for Non-GAAP to GAAP Reconciliation 3 Adj. EPS does not take into account the reverse stock split expected to occur immediately prior to the contemplated TripAdvisor spin transaction 4 Adj. EPS is EPS for Expedia, Inc. considering TripAdvisor on a discontinued operations basis REVENUE $ Billions ’07-’10 CAGR : 6.1% TTM 3Q11 Y-o-Y Growth: 15.5% ’07-’10 CAGR : 6.1% TTM 3Q11 Y-o-Y Growth: 15.5% 1 See Appendix A for Non-GAAP to GAAP Reconciliation GROSS BOOKINGS World’s Largest Travel Company World’s Largest Travel Company $ Billions |
21 High Quality, Diversified Revenue Weighted Towards Growth 1 Other Leisure includes Classic Vacations, Expedia Local Expert and CruiseShipCenters 2 Hotels.com includes Venere |
22 The Three Stages of Expedia Growth STAGE 1 2010 STAGE 2 2011-2012 STAGE 3 2013 Revenue Growth Modest: 6.1% Growth¹ Accelerating Continuing Line Item Trajectory (% of Revenues) Cost of Revenue 22.5% Flat as % of Revenue Declining as % of Revenue Selling and Marketing 40.3% Increasing as % of Revenue Flat to Slightly Increasing as % of Revenue Technology and Content 9.8% Increasing as % of Revenue Flat or Declining as % of Revenue G&A 8.5% Declining as % of Revenue Declining as % of Revenue Adjusted EBITDA Margin² 22.3% Slightly Decreasing as % of Revenue Increasing as % of Revenue 1 Represents 2007 – 2010 CAGR 2 See Appendix A for Non-GAAP to GAAP Reconciliation |
23 Understanding Expedia’s Seasonality QUARTERLY REVENUE AND ADJUSTED EBITDA CONTRIBUTION Quarterly Adjusted EBITDA % of Total Annual Adjusted EBITDA Quarterly Revenue % of Total Annual Revenue 2009 Quarterly Adj. EBITDA Margin: Quarter as % of Total Year 1Q 18% 2Q 26% 3Q 28% 4Q 23% 1Q 15% 2Q 23% 3Q 28% 4Q 21% 2010 |
24 $ Millions 2008 2009 2010 TTM 3Q11 Capex $142 $78 $136 $195 Capex (% of Revenue) 5.2% 2.8% 4.5% 5.7% Share Repurchases $ – $ – $489 $306 Dividend Payment – – 79 77 Acquisitions & Other Investments¹ 342 12 98 88 2 Cash Interest Paid³ 54 79 78 124 Consistent, Robust Cash Flow Available to Drive Equity Returns Note: Share repurchases and dividend payments reflect consolidated Expedia amounts; Free cash flow defined as net cash provided by operating activities less capital expenditures 1 Includes certain investment activity included in sales and maturities of investments as well as sales (purchases) of interest in controlled subsidiaries, net, as recorded on Expedia’s cash flow statement 2 Acquisitions are as of TTM ending 9/30/2011. Includes $22mm of acquisitions as well as additional investments in majority-owned subsidiaries and the AirAsia joint venture 3 Includes interest on 8.5% Notes CONSISTENT AND STRONG FREE CASH FLOW DRIVERS: Strong Adjusted EBITDA Generation Working Capital Benefit from Growing Merchant Hotel Business Declining Cash Taxes Annual Free Annual Free Cash Flow Cash Flow Between Between $300M and $300M and $600M $600M DRIVES |
25 Expedia Pro Forma Capitalization $ Millions AS OF 9/30/2011 PF 9/30/2011 Cash, Cash Equivalents & Short Term Investments1 $2,006 $1,842 Revolving Credit Facility2 – – 5.950% Notes Due 20203 749 749 7.456% Notes Due 2018 500 500 8.500% Notes Due 2016 4 396 – Total Debt $1,645 $1,249 Net Debt $(361) $(593) TTM Adjusted EBITDA 5 683 683 Total Debt / TTM Adjusted EBITDA 2.4x 1.8x Net Debt / TTM Adjusted EBITDA (0.5)x (0.9)x Source: Company financial reports and estimates. Some numbers may not add due to rounding 1 Excludes restricted cash 2 Total size of revolving credit facility closed in February 2010 is $750mm; available capacity reduced by $20mm in outstanding letters of credit as of September 30, 2011 3 The 5.950% Notes were issued at 99.893% of par resulting in a discount, which is being amortized over their life 4 The 8.5% Notes were issued at 98.572% resulting in a discount, which is being amortized over their life 5 TTM ending 9/30/11Adjusted EBITDA excludes segment results for TripAdvisor |
26 Summary Global Leader in ~$1 Trillion Market with Global Leader in ~$1 Trillion Market with Strong Offline-to-Online Trends Strong Offline-to-Online Trends Significant Growth Opportunities Across Geographies Significant Growth Opportunities Across Geographies Rapid Expansion in Highly Fragmented Hotel Industry Rapid Expansion in Highly Fragmented Hotel Industry Technology Platform Investment and Technology Platform Investment and Innovation Driving Higher Conversion Innovation Driving Higher Conversion Success in New Distribution Channels, e.g. Mobile Success in New Distribution Channels, e.g. Mobile A Growth Company Powerful Free Cash Flow Generation Powerful Free Cash Flow Generation |
27 APPENDICES |
28 $ Millions 2007 2008 2009 2010 TTM ENDING 9/30/2011 Trip Adv. Expe. Inc. ² Total Trip Adv. Expe. Inc. ² Total Trip Adv. Expe. Inc. ² Total Trip Adv. Expe. Inc. ² Total Trip Adv. Expe. Inc. ² Total Adjusted EBITDA $623 $619 $659 $677 $324 $683 $1,007 Depreciation 57 72 93 105 17 126 143 OIBA¹ $104 $565 $669 $150 $548 $698 $196 $566 $761 $260 $571 $831 $307 $557 $864 Amortization of Intangible Assets - - (78) - - (69) - - (38) - - (37) - - (35) Impairment of Goodwill - - - - - (2,762) - - - - - - - - - Impairment of Intangible and Other Long-Lived Assets - - - - - (234) - - - - - - - - - Legal Reserves and Occupancy Tax Assessments - - - - - - - - (68) - - (6) - - (7) Stock-Based Compensation - - (63) - - (61) - - (62) - - (60) - - (59) Restructuring Charges - - - - - - - - (34) - - - - - - Realized Loss on Revenue Hedges - - - - - - - - 11 - - 4 - - 17 Spin-off Costs - - - - - - - - - - - - - - (7) Operating Income / (Loss) $- $- $529 $- $- $(2,429) $- $- $571 $- $- $732 $- $- $774 Other Expense, Net - - (32) - - (86) - - (113) - - (111) - - (118) Income before Income Taxes $- $- $497 $- $- $(2,515) $- $- $458 $- $- $621 $- $- $656 Provision for Income Taxes - - (203) - - (6) - - (154) - - (195) - - (181) Net Income $- $- $294 $- $- $(2,521) $- $- $304 $- $- $426 $- $- $475 Net Income Attributable to Noncontrolling Interests - - 2 - - 3 - - (4) - - (4) - - (2) Net Income Attributable to Expedia, Inc. $- $- $296 $- $- $(2,518) $- $- $300 $- $- $422 $- $- $473 Non-GAAP / GAAP Reconciliation Appendix A: Adjusted EBITDA 1 Note: Numbers may not sum due to rounding 1 As previously reported in Expedia, Inc.'s annual and quarterly reports filed with the Securities and Exchange Commission for the periods reflected above 2 Represents the remaining segments - Leisure, Egencia and Corporate, as reported under the Expedia, Inc. consolidated financial statements |
29 $ Thousands 2007 2008 2009 2010 TTM ENDING 9/30/2011 Net Income / (Loss) from Continuing Operations $241,968 $(2,340,174) $214,406 $302,251 $323,575 Stock-Based Compensation 59,948 55,731 55,756 52,507 50,728 Amortization of Intangibles 68,367 58,275 23,875 22,514 23,148 Restructuring Charges - - 34,168 - - Noncontrolling Investment Basis Adjustment - - 5,158 - - Legal Reserves and Occupancy Tax Assessments - - 67,658 5,542 7,334 Foreign Currency Loss on U.S. Dollar Cash Balances Held by eLong - 8,586 128 2,711 2,723 Impairment of Goodwill 8,642 2,480,470 - - - Impairment of Intangibles - 233,900 - - - Federal Excise Tax Refunds (12,058) - - - - (Gain) / Loss on Derivative Instruments Assumed at Spin-Off 5,748 (4,600) 38 - - Amort. of Intangible Assets as Part of Equity Method Investments 2,324 2,593 458 - - Unrealized (Gain) / Loss on Revenue Hedges - - (1,033) 4,898 (13,654) Noncontrolling Interests (4,515) (3,837) (1,343) (2,877) (3,243) Provision for Income Taxes (38,774) (196,092) (86,521) (26,541) (20,259) Adjusted Net Income from Continuing Operations $331,650 $294,852 $312,748 $361,005 370,352 GAAP Diluted Weighted Average Shares Outstanding 314,233 286,167 292,141 288,028 278,541 Additional Restricted Stock Units 6,237 13,771 6,367 3,777 2,748 Adjusted Diluted Weighted Average Shares Outstanding 320,470 299,938 298,508 291,805 281,289 Adjusted Earnings from Continued Operations Per Share $1.03 $0.98 $1.05 $1.24 $1.32 Non-GAAP / GAAP Reconciliation Appendix B: Adjusted EPS Reconciliation Note: Numbers may not sum due to rounding |
30 $ Thousands 2010 TTM ENDING 9/30/11 Cost of Revenue $685 $752 Stock-Based Compensation (2) (3) Cost of Revenue ex. Stock-Based Compensation $683 $749 Selling and Marketing $1,235 $1,444 Stock-Based Compensation (14) (14) Selling and Marketing ex. Stock-Based Compensation $1,221 $1,430 Technology and Content $311 $360 Stock-Based Compensation (14) (15) Technology and Content ex. Stock-Based Compensation $296 $345 G&A $287 $328 Stock-Based Compensation (29) (28) G&A ex. Stock-Based Compensation $258 $300 Non-GAAP / GAAP Reconciliation Appendix C: Non-GAAP Expense Items Non-GAAP Cost of Revenue, Selling and Marketing, Technology and Content and General and Administrative Expenses Excluding Stock-Based Compensation Note: Numbers may not sum due to rounding |