Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 21, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Travelport Worldwide LTD | ||
Entity Central Index Key | 1,424,755 | ||
Trading Symbol | tvpt | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Common Stock, Shares Outstanding | 126,512,322 | ||
Entity Public Float | $ 2,319,394,447 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net revenue | $ 2,551,064 | $ 2,447,279 | $ 2,351,356 |
Costs and expenses | |||
Cost of revenue | 1,630,377 | 1,506,010 | 1,430,646 |
Selling, general and administrative | 505,148 | 444,685 | 509,168 |
Depreciation and amortization | 198,645 | 207,310 | 209,409 |
Total costs and expenses | 2,334,170 | 2,158,005 | 2,149,223 |
Operating income | 216,894 | 289,274 | 202,133 |
Interest expense, net | (102,647) | (111,237) | (151,481) |
Loss on early extinguishment of debt | (27,735) | (5,366) | (4,333) |
Gain on sale of a subsidiary | 1,217 | ||
Other expense | (995) | (3,385) | (1,520) |
Income from continuing operations before income taxes | 85,517 | 170,503 | 44,799 |
Provision for income taxes | (38,091) | (32,230) | (29,753) |
Net income from continuing operations | 47,426 | 138,273 | 15,046 |
Income from discontinued operations, net of tax | 27,747 | 2,007 | |
Net income | 75,173 | 140,280 | 15,046 |
Net (income) loss attributable to non-controlling interest in subsidiaries | (2,545) | 2,183 | 1,774 |
Net income attributable to the Company | $ 72,628 | $ 142,463 | $ 16,820 |
Income per share - Basic: | |||
Income per share - continuing operations (in dollars per share) | $ 0.36 | $ 1.13 | $ 0.14 |
Income per share - discontinued operations (in dollars per share) | 0.22 | 0.02 | |
Basic income per share (in dollars per share) | $ 0.58 | $ 1.15 | $ 0.14 |
Weighted average common shares outstanding - Basic (in shares) | 126,037,947 | 124,530,102 | 123,871,479 |
Income per share - Diluted: | |||
Income per share - continuing operations (in dollars per share) | $ 0.35 | $ 1.11 | $ 0.13 |
Income per share - discontinued operations (in dollars per share) | 0.22 | 0.02 | |
Diluted income per share (in dollars per share) | $ 0.57 | $ 1.13 | $ 0.13 |
Weighted average common shares outstanding - Diluted (in shares) | 127,923,586 | 126,008,533 | 125,396,485 |
Cash dividends declared per common share | $ 0.300 | $ 0.300 | $ 0.300 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 75,173 | $ 140,280 | $ 15,046 |
Other comprehensive (loss) income, net of tax: | |||
Currency translation adjustment, net of tax | (11,059) | 26,149 | (4,581) |
Unrealized actuarial (loss) gain on defined benefit plans, net of tax | (8,273) | 8,302 | (7,984) |
Other comprehensive (loss) income, net of tax | (19,332) | 34,451 | (12,565) |
Comprehensive income | 55,841 | 174,731 | 2,481 |
Comprehensive (income) loss attributable to non-controlling interest in subsidiaries | (2,545) | 2,183 | 1,774 |
Comprehensive income attributable to the Company | $ 53,296 | $ 176,914 | $ 4,255 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 213,001 | $ 122,039 |
Accounts receivable (net of allowances for doubtful accounts of $8,415 and $10,245 as of December 31, 2018 and 2017, respectively) | 209,834 | 206,524 |
Other current assets | 113,605 | 109,724 |
Total current assets | 536,440 | 438,287 |
Property and equipment, net | 495,699 | 431,741 |
Goodwill | 1,083,766 | 1,089,590 |
Trademarks and tradenames | 313,097 | 313,097 |
Other intangible assets, net | 423,512 | 496,180 |
Deferred income taxes | 21,229 | 12,796 |
Other non-current assets | 55,314 | 76,808 |
Total assets | 2,929,057 | 2,858,499 |
Current liabilities: | ||
Accounts payable | 65,936 | 73,278 |
Accrued expenses and other current liabilities | 506,266 | 509,068 |
Current portion of long-term debt | 57,497 | 64,291 |
Total current liabilities | 629,699 | 646,637 |
Long-term debt | 2,194,537 | 2,165,722 |
Deferred income taxes | 37,254 | 34,899 |
Other non-current liabilities | 219,925 | 203,562 |
Total liabilities | 3,081,415 | 3,050,820 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity (deficit): | ||
Preference shares ($0.0025 par value; 225,000,000 shares authorized; no shares issued and outstanding as of December 31, 2018 and 2017) | ||
Common shares ($0.0025 par value; 560,000,000 shares authorized; 128,229,030 shares and 126,967,010 shares issued; 126,436,176 shares and 125,346,613 shares outstanding as of December 31, 2018 and 2017, respectively) | 320 | 317 |
Additional paid in capital | 2,680,615 | 2,700,133 |
Treasury shares, at cost (1,792,854 shares and 1,620,397 shares as of December 31, 2018 and 2017, respectively) | (27,623) | (24,755) |
Accumulated deficit | (2,648,761) | (2,722,375) |
Accumulated other comprehensive loss | (174,953) | (155,621) |
Total shareholders' equity (deficit) | (170,402) | (202,301) |
Equity attributable to non-controlling interest in subsidiaries | 18,044 | 9,980 |
Total equity (deficit) | (152,358) | (192,321) |
Total liabilities and equity | $ 2,929,057 | $ 2,858,499 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable (in dollars) | $ 8,415 | $ 10,245 |
Preferred stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 |
Preferred stock, share authorized | 225,000,000 | 225,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 |
Common stock, shares authorized | 560,000,000 | 560,000,000 |
Common stock, shares issued | 128,229,030 | 126,967,010 |
Common stock, shares outstanding | 126,436,176 | 125,346,613 |
Treasury stock, shares | 1,792,854 | 1,620,397 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net income | $ 75,173 | $ 140,280 | $ 15,046 |
Income from discontinued operations, net of tax | (27,747) | (2,007) | |
Net income from continuing operations | 47,426 | 138,273 | 15,046 |
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 198,645 | 207,310 | 209,409 |
Amortization of customer loyalty payments | 82,487 | 74,651 | 71,137 |
Impairment of long-lived assets | 17,505 | 1,763 | 11,152 |
Allowance for prepaid incentives | 10,684 | ||
Amortization of debt finance costs and debt discount | 4,728 | 10,012 | 10,636 |
Gain on sale of a subsidiary | (1,217) | ||
Loss on early extinguishment of debt | 27,735 | 5,366 | 4,333 |
Unrealized loss (gain) on foreign exchange derivative instruments | 25,814 | (32,365) | 11,435 |
Unrealized (gain) loss on interest rate derivative instruments | (1,343) | (5,764) | 6,168 |
Equity-based compensation | 16,980 | 32,972 | 32,247 |
Deferred income taxes | (7,121) | (27,352) | 6,662 |
Customer loyalty payments | (89,167) | (76,008) | (84,562) |
Pension liability contribution | (3,643) | (2,156) | (3,157) |
Changes in assets and liabilities: | |||
Accounts receivable , net | (3,398) | 7,237 | (13,157) |
Other current assets | (7,486) | (12,911) | (9,578) |
Accounts payable, accrued expenses and other current liabilities | 30,350 | 14,445 | 17,071 |
Other | 24,852 | (16,594) | 3,493 |
Net cash provided by operating activities | 364,364 | 317,662 | 299,019 |
Investing activities | |||
Property and equipment additions | (144,633) | (117,514) | (107,460) |
Sale of subsidiary, net of cash disposed | (3,433) | ||
Businesses acquired, net of cash | (15,009) | ||
Net cash used in investing activities | (144,633) | (120,947) | (122,469) |
Financing activities | |||
Proceeds from term loans | 1,400,000 | 114,000 | 143,291 |
Proceeds from issuance of senior secured notes | 745,000 | ||
Repayment of term loans | (2,168,750) | (237,750) | (217,041) |
Repayment of capital lease obligations and other indebtedness | (43,760) | (43,311) | (62,310) |
Proceeds from revolver borrowings | 10,000 | ||
Repayment of revolver borrowings | (10,000) | ||
Debt finance costs and lender fees | (21,551) | (686) | (7,791) |
Payment related to early extinguishment of debt | (707) | ||
Dividend to shareholders | (38,093) | (38,789) | (37,233) |
Dividend to non-controlling interest shareholders | (1,468) | ||
Purchase of non-controlling interest in a subsidiary | (1,063) | (7,820) | |
Proceeds from share issuance under employee share purchase plan and stock options | 8,895 | 3,077 | 1,983 |
Treasury share purchase related to vesting of equity awards | (3,412) | (11,228) | (1,651) |
Other | (2,240) | ||
Net cash used in financing activities | (123,911) | (215,750) | (190,747) |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (1,479) | 1,136 | (706) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 94,341 | (17,899) | (14,903) |
Cash, cash equivalents and restricted cash at beginning of year (Note 8) | 122,039 | 139,938 | 154,841 |
Cash, cash equivalents and restricted cash at ending of year (Note 8) | 216,380 | 122,039 | 139,938 |
Supplemental disclosure of cash flow information | |||
Interest payments, net of capitalized interest | 91,812 | 110,466 | 136,458 |
Income tax payments, net of refunds | 47,732 | 42,886 | 20,776 |
Non-cash capital lease asset additions | 77,377 | 38,355 | $ 34,713 |
Non-cash purchase of property and equipment | $ 4,220 | $ 4,785 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Shares | Additional Paid in Capital | Treasury Stock [Member] | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non- Controlling Interest in Subsidiaries | Total |
Balance at Dec. 31, 2015 | $ 311 | $ 2,715,538 | $ (13,331) | $ (2,881,658) | $ (177,507) | $ 33,789 | $ (322,858) |
Balance (in shares) at Dec. 31, 2015 | 124,476,382 | 844,908 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividend to non-controlling interest shareholders | (1,468) | (1,468) | |||||
Dividend to shareholders ($0.300 percommon share) | (38,107) | (38,107) | |||||
Purchase of non-controlling interest in a subsidiary | 1,189 | (9,709) | (8,520) | ||||
Equity-based compensation | $ 1 | 31,032 | 3,308 | 34,341 | |||
Equity-based compensation (in shares) | 464,851 | ||||||
Treasury shares purchased in relation to vesting of equity awards | $ (1,651) | (1,651) | |||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 115,857 | ||||||
Treasury shares issued in relation to vesting of equity awards | (816) | $ 816 | |||||
Treasury shares issued in relation to vesting of equity awards (in shares) | (51,893) | ||||||
Comprehensive income (loss), net of tax | 16,820 | (12,565) | (1,774) | 2,481 | |||
Balance at Dec. 31, 2016 | $ 312 | 2,708,836 | $ (14,166) | (2,864,838) | (190,072) | 24,146 | (335,782) |
Balance (in shares) at Dec. 31, 2016 | 124,941,233 | 908,872 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Dividend to shareholders ($0.300 percommon share) | (39,294) | (39,294) | |||||
Purchase of non-controlling interest in a subsidiary | (47) | (1,016) | (1,063) | ||||
Sale of shares in a subsidiary | (15,539) | (15,539) | |||||
Equity-based compensation | $ 5 | 31,277 | 4,572 | 35,854 | |||
Equity-based compensation (in shares) | 2,025,777 | ||||||
Treasury shares purchased in relation to vesting of equity awards | $ (11,228) | (11,228) | |||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 752,534 | ||||||
Treasury shares issued in relation to vesting of equity awards | (639) | $ 639 | |||||
Treasury shares issued in relation to vesting of equity awards (in shares) | (41,009) | ||||||
Comprehensive income (loss), net of tax | 142,463 | 34,451 | (2,183) | 174,731 | |||
Balance at Dec. 31, 2017 | $ 317 | 2,700,133 | $ (24,755) | (2,722,375) | (155,621) | 9,980 | $ (192,321) |
Balance (in shares) at Dec. 31, 2017 | 126,967,010 | 1,620,397 | 125,346,613 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in accounting policy for revenue recognition | 986 | $ 986 | |||||
Dividend to shareholders ($0.300 percommon share) | (39,288) | (39,288) | |||||
Purchase of non-controlling interest in a subsidiary | (1,887) | 1,887 | |||||
Equity-based compensation | $ 3 | 22,201 | 3,632 | 25,836 | |||
Equity-based compensation (in shares) | 1,262,020 | ||||||
Treasury shares purchased in relation to vesting of equity awards | $ (3,412) | (3,412) | |||||
Treasury shares purchased in relation to vesting of equity awards (in shares) | 208,103 | ||||||
Treasury shares issued in relation to vesting of equity awards | (544) | $ 544 | |||||
Treasury shares issued in relation to vesting of equity awards (in shares) | (35,646) | ||||||
Comprehensive income (loss), net of tax | 72,628 | (19,332) | 2,545 | 55,841 | |||
Balance at Dec. 31, 2018 | $ 320 | $ 2,680,615 | $ (27,623) | $ (2,648,761) | $ (174,953) | $ 18,044 | $ (152,358) |
Balance (in shares) at Dec. 31, 2018 | 128,229,030 | 1,792,854 | 126,436,176 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY (DEFICIT) (Parenthetical) - $ / shares | Oct. 31, 2018 | Aug. 01, 2018 | May 02, 2018 | Feb. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Stockholders' Equity [Abstract] | |||||||
Per share dividend to shareholders | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.300 | $ 0.300 | $ 0.300 |
Basis of Presentation and the M
Basis of Presentation and the Merger | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and the Merger | 1. Basis of Presentation Basis of Presentation Travelport Worldwide Limited (the “Company” or “Travelport”) is a travel commerce platform providing distribution, technology, payment, mobile and other solutions for the global travel and tourism industry. With a presence in approximately 180 countries and territories, Travelport’s business is comprised of: Through its Travel Commerce Platform, the Company facilitates travel commerce by connecting the world’s leading travel providers (“customers”), such as airlines, hotel chains and car rental companies with online and offline travel buyers, including travel agencies, travel management companies and corporations, in the Company’s proprietary business-to-business (“B2B”) travel platform. As customer needs and technologies evolve, Travelport continues to invest in its Travel Commerce Platform. Travelport has led innovation in electronic distribution and merchandising of airline core and ancillary products and extensively divested its offerings to hotel, car rental, rail, cruise-line and tour operators. In addition, Travelport has leveraged its domain expertise in the travel industry to design a pioneering B2B travel payment solution that addresses the need of travel agencies to efficiently and securely make payments to travel providers globally. The Company also has a strong focus on mobile commerce, providing a wide range of services that allows airlines, hotels, corporate travel management companies and travel agencies to engage with their customers through digital services, including apps, corporate booking tools and mobile messaging. Travelport utilizes the extensive data managed by its platform to provide an array of additional services, such as advertising solutions, subscription services, business intelligence data services, and marketing-oriented analytical tools to travel agencies, travel providers and other travel data users. Through its Technology Services, Travelport provides critical information technology and hosting services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions, enabling them to focus on their core business competencies and reduce costs. The Company hosts reservations, inventory management and other related critical systems for Delta Air Lines Inc. The Company has two operating and reportable segments, Travel Solutions and Payment Solutions (see Note 19 – Segment and Geographical Information). These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company has reclassified certain prior period information as a result of the Company’s adoption of the new guidance on pensions as further described in Note 2—Summary of Significant Accounting Policies, Recently–Issued Accounting Pronouncements. The Merger On December 9, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are each affiliated with Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. (collectively, “Siris Cayman Fund IV”). Parent, Merger Sub and Siris Cayman Fund IV are each affiliated with Siris Capital Group, LLC (“Siris”). Siris is a private equity firm headquartered in New York, New York. Elliott Associates, L.P. and Elliott International, L.P. (collectively, the “Elliott Funds”) have agreed to invest alongside Siris Cayman Fund IV in the transactions contemplated by the Merger Agreement and are each affiliated with Evergreen Coast Capital Corp. (“Evergreen”). Evergreen is an affiliate of Elliott Management Corporation that is specifically focused on private equity investments. If the Merger is completed, the shareholders of the Company will be entitled to receive $15.75 in cash (the “Per Share Price”), less any applicable withholding taxes, for each common share of Travelport owned by them. Further, the common shares of the Company will no longer be publicly traded and will be delisted from the New York Stock Exchange. In addition, the common shares of the Company will be deregistered under the Securities Exchange Act of 1934, as amended, and the Company will no longer file periodic reports with the United States Securities and Exchange Commission. The completion of the Merger is subject to the approval of Travelport’s shareholders, regulatory approvals and customary closing conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Consolidation Policy The Company’s financial statements include the accounts of Travelport, Travelport’s wholly-owned subsidiaries and entities controlled by Travelport, including where control is exercised by owning a majority of the entity’s outstanding shares (eNett International (Jersey) Limited (“eNett”) and Travel-IT Beteiligungsgesellschaft GmbH). The Company divested its 51% ownership interest in IGT Solutions Private Ltd. in April 2017. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates. The Company’s accounting policies, which include significant estimates and assumptions, including (i) the estimation of the collectability of accounts receivable, including amounts due from airlines that are in bankruptcy or that have faced financial difficulties, (ii) amounts for future cancellations of airline bookings processed through the Travel Commerce Platform, (iii) the determination of the fair value of assets and liabilities acquired in a business combination, (iv) the evaluation of the recoverability of the carrying value of property and equipment, goodwill and intangible assets, (v) discount rates and long-term rates of return affecting the calculation of the assets and liabilities associated with the Company’s employee benefit plans, (vi) performance-based equity awards expected to vest and (vii) the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities. Revenue Recognition From January 1, 2018, the Company adopted the new revenue recognition guidance issued by the Financial Accounting Standards Board (“FASB”) (see Note 3—Revenue). The Company provides global transaction processing and computer reservation services and provides travel marketing information to airline, car rental and hotel customers, as described below. Travel Commerce Platform Revenue Travel Commerce Platform revenue primarily utilizes a transaction volume model to recognize revenue. The Company charges a fee per segment booked. The Company also receives a fee for cancellations of bookings previously made on the Company’s platform and a fee for tickets issued by the Company that were originally booked on an alternative system. Revenue for air bookings is recognized at the time of reservation, net of estimated cancellations and anticipated incentives payable to customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations (net of cancellation fees). The Company’s Beyond Air portfolio includes hospitality, Payment Solutions, digital services, advertising and other platform services. Revenue for hotel reservations is recognized upon check-in, and revenue for car reservations is recognized upon pick-up, as such reservations can generally be cancelled without penalty. The Company’s Payment Solutions revenue is earned primarily as a percentage of total transaction value in the form of a share of interchange and other fees. Revenue is recognized when the payment is settled. The Company collects subscription fees from travel agencies, internet sites and other subscribers to access the applications on its Travel Commerce Platform, including providing the ability to access schedule and fare information, book reservations and issue tickets. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided. Technology Services Revenue The Company collects fees, generally on a monthly basis under long-term contracts, for providing critical IT services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided. Cost of Revenue Cost of revenue consists of direct costs incurred to generate the Company’s revenue, including commissions paid to travel agencies and third-party operators (“Operators”), amortization of customer loyalty payments, incentives paid to travel agencies who subscribe to the Company’s Travel Commerce Platform and costs for call center operations, data processing and related technology costs. Cost of revenue excludes depreciation and amortization of acquired intangible assets comprising of customer relationships. Commission payments represent consideration paid to travel agencies and Operators for reservations made on the Company’s Travel Commerce Platform. Commissions are provided in two ways depending on the terms of the contract: (i) variable per segment on a periodic basis over the term of the contract and (ii) upfront at the inception or modification of the contract. Variable commissions are accrued in a period based on the estimated number of segments to be booked by the travel agent. For upfront commissions, the Company establishes liabilities for these loyalty payments at the inception of the contract and capitalizes the customer loyalty payments as intangible assets. The amortization of the customer loyalty payments is then recognized as a component of revenue or cost of revenue over the life of the contract on a straight-line basis (unless another method is more appropriate), as the Company expects the benefit of those assets, which are the segments booked on its Travel Commerce Platform, to be realized evenly over the life of the contract. In markets not supported by the Company’s sales and marketing organizations, the Company utilizes an Operator structure, where feasible, in order to take advantage of the Operator’s local industry knowledge. The Operator is responsible for cultivating the relationship with travel agencies in its territory, installing travel agents’ computer equipment, maintaining the hardware and software supplied to the travel agencies and providing ongoing customer support. The Operator earns a share of the booking fees generated in the Operator’s territory. Cost of revenue also includes incentive payments to travel agencies for using the Company’s Payment Solutions and bank service charges. These commission costs are recognized in the same accounting period as the revenue generated from the related activities. The direct technology costs related to revenue production, consisting of the development and maintenance costs for the mainframes, servers and software that is the shared infrastructure used to run the Company’s Travel Commerce Platform and Technology Services is included in revenue. Such costs consist of (i) service contracts with technology service providers, including on-site around-the-clock support for computer equipment and the cost of software licenses used to run the Company’s Travel Commerce Platform and its data centers, (ii) other operating costs associated with running the Company’s Travel Commerce Platform, including facility and related running costs of the Company’s data centers, (iii) telecommunication and technology costs related to maintaining the networks between the Company and its travel providers and its hosting solutions and (iv) salaries and benefits paid to employees and fees paid to third-party IT development companies for the development, delivery and implementation of software, the maintenance of mainframes, servers and software used in the Company’s data centers and customer support, including call center operations. Direct technology costs are recognized as expenses in the period when the liability is incurred. Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the consolidated statements of operations, was approximately $19 million, $18 million and $19 million for the years ended December 31, 2018, 2017 and 2016, respectively. Income Taxes The provision for income taxes for annual periods is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the temporary differences between the financial statement carrying amounts and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on the ability to generate taxable income. A change in the Company’s estimate of future taxable income may require an addition or reduction to the valuation allowance. The benefit from an uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained upon audit by the relevant authority. For positions that are more than 50% likely to be sustained, the benefit is recognized at the largest amount that is more-likely-than-not to be sustained. Where a net operating loss (“NOL”) carried forward, a similar tax loss or a tax credit carry forward exists, an unrecognized tax benefit is presented as a reduction to a deferred tax asset. Otherwise, the Company classifies its obligations for uncertain tax positions as other non-current liabilities. Liabilities expected to be paid within one year are included in the accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued expenses and other current liabilities and other non-current liabilities accounts. The Company recognizes interest and penalties accrued related to unrecognized tax positions as part of the provision for income taxes. Changes in tax rates and tax laws are accounted for in the period of enactment. On December 22, 2017, the U.S. government enacted comprehensive changes to its tax legislation under the Tax Cuts and Jobs Act (“U.S. Tax Reforms”) (see Note—4 Income Taxes). Cash and Cash Equivalents The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s trade receivables are reported in the consolidated balance sheets net of an allowance for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company or other known customer liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectible. For all other customers, the Company recognizes a reserve for estimated bad debts. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Accordingly, the length of time to collect does not necessarily indicate an increased credit risk. In all instances, local review of accounts receivables is performed on a regular basis by considering factors such as historical experience, credit worthiness, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Bad debt expense is recorded in selling, general and administrative expenses on the consolidated statements of operations and amounted to $3 million, $3 million and $2 million for the years ended December 31, 2018, 2017 and 2016, respectively. Derivative Instruments The Company uses derivative instruments as part of its overall strategy to manage exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. All derivatives are recorded at fair value either as assets or liabilities. As a matter of policy, the Company does not use derivatives for trading or speculative purposes and does not offset derivative assets and liabilities. As of December 31, 2018 and 2017, the Company did not designate any derivative contracts as accounting hedges. Changes in the fair value of derivatives not designated as hedging instruments are recognized directly in earnings in the consolidated statements of operations. Fair Value Measurement The financial assets and liabilities on the Company’s consolidated balance sheets that are required to be recorded at fair value on a recurring basis are assets and liabilities related to derivative instruments and available-for-sale securities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments that do not entail significant judgment. These amounts include fair value adjustments related to the Company’s own credit risk and counterparty credit risk. When such adjustments constitute more than 15% of the unadjusted fair value of derivative instruments for two successive quarters, the entire instrument is classified within Level 3 of the fair value hierarchy. The Company determines the fair value of its available-for-sale securities based on the quoted market price of the security as of the reporting date. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on the consolidated balance sheets. Property and Equipment Property and equipment (including leasehold improvements) are recorded at historical cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization expense on the consolidated statements of operations, is computed using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of the estimated benefit period of the related assets or the lease term. Useful lives of various property and equipment are as follows: Capitalized software 2 to 10 years Computer equipment 3 to 7 years Buildings up to 30 years Leasehold improvements up to 20 years Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed for internal use on a straight-line basis when such software is substantially ready for use. For the years ended December 31, 2018, 2017 and 2016, the Company amortized software costs developed for internal use of $101 million, $110 million and $108 million, respectively, as a component of depreciation and amortization expense on the consolidated statements of operations. The Company’s policy is to capitalize interest cost as a component of historical cost where an asset is being constructed for the Company’s own use. The amount of interest on capital projects capitalized was $3 million, $2 million and $4 million for the years ended December 31, 2018, 2017 and 2016, respectively. Goodwill and Other Intangible Assets The Company’s intangible assets with indefinite-lives comprise of goodwill, trademarks and tradenames. These indefinite-lived intangible assets are not amortized, but rather, are tested for impairment annually, or more frequently if circumstances indicate an impairment may have occurred. The Company’s amortizable intangible assets comprise (i) acquired intangible assets, consisting of customer and vendor relationships and (ii) customer loyalty payments. The Company generally amortizes these intangible assets on a straight-line basis (unless another method is more appropriate) over their estimated useful lives of: Acquired intangible assets 5 to 25 years Customer loyalty payments 2 to 10 years (contract period) Impairment of Long-Lived Assets The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate an impairment may have occurred. The Company may qualitatively assess impairment factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value and if, as a result of qualitative assessment or if the Company determines quantitatively that the fair value of the reporting unit (determined utilizing estimated future discounted cash flows and assumptions that it believes marketplace participants would utilize) is less than its carrying value, the Company proceeds to assess impairment of goodwill. The level of impairment is assessed by allocating the total estimated fair value of the reporting unit to the fair value of the individual assets and liabilities of that reporting unit, as if that reporting unit is being acquired in a business combination. The remaining value represents the implied fair value of the goodwill, which if lower than its carrying value results in an impairment of goodwill to the extent the carrying value of goodwill exceeds its implied fair value. Other indefinite-lived assets are tested for impairment by estimating their fair value utilizing estimated future discounted cash flows attributable to those assets and are written down to the estimated fair value where necessary. The Company uses comparative market multiples, if available, and other factors to corroborate the discounted cash flow results. The Company performs its annual impairment testing for goodwill and other indefinite-lived intangible assets in the fourth quarter of each year, subsequent to substantially completing its annual forecasting process, or more frequently if circumstances indicate an impairment may have occurred. The Company performed its annual impairment testing during the fourth quarter of 2018 and did not identify any impairment. The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate an impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the consolidated statements of operations. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of accumulated foreign currency translation adjustments, unrealized actuarial gains and losses on defined benefit plans, share of unrealized gains and losses of accumulated other comprehensive income (loss) of equity method investments and unrealized gain and losses related to available-for-sale securities. Foreign Currency On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at period end exchange rates and their results of operations are translated into U.S. dollars at the average exchange rates for the period. The gains and losses resulting from translation of these financial statements into U.S. dollars, are included in accumulated other comprehensive income (loss) on the consolidated balance sheets and are included in net income (loss) only upon sale or liquidation of the underlying non-U.S. dollar functional currency entity. Transactions in currencies other than the functional currency of an entity are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rate of exchange prevailing at the balance sheet date. Gains and losses resulting from such transactions and translations are included in earnings as a component of selling, general and administrative expense, in the consolidated statements of operations, except where the balances in non-U.S. dollar functional currency represent certain intercompany loans determined to be of long-term investment in nature, in which case, the translation gains and losses are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. The effect of exchange rates on cash balances denominated in foreign currency is included as a separate component in the consolidated statements of cash flows. Equity-Based Compensation The Company has equity-based compensation plans that provide for grants of restricted share units (“RSUs”), performance share units (“PSUs”) and stock options to key employees and non-employee directors of the Company who perform services for the Company. The Company expenses all equity-based compensation on a straight-line basis over the requisite service period based upon the fair value of the award on the date of grant, the estimated achievement of any performance targets and anticipated staff retention. The awards granted under the Company’s equity-based compensation plans are classified as equity and included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through the use of the Company’s cash or other assets. Net Income Per Common Share Basic net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, unvested RSUs and unvested PSUs outstanding during the period, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect would be antidilutive. PSUs are excluded from the computation of diluted net income per common share until the related performance criteria have been met. Pension and Other Post-Retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of selling, general and administrative expense, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company also maintains other post-retirement health and welfare benefit plans for certain eligible employees. The Company recognizes the funded status of its pension and other post-retirement defined benefit plans within other non-current assets, accrued expenses and other current liabilities and other non-current liabilities on its consolidated balance sheets. The measurement date used to determine benefit obligations and the fair value of assets for all plans is December 31 of each year. Pension and other post-retirement defined benefit costs are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, healthcare costs and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different to expected returns and from changes in the projected benefit obligation and are deferred within accumulated other comprehensive income (loss), net of tax. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted Equity-Based Compensation—Modification Accounting In May 2017, the FASB issued guidance clarifying when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The Company adopted the provisions of this guidance prospectively effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Pension In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and post-retirement benefit cost (“net benefit cost”). The new guidance requires the service cost component of net benefit cost to be presented as part of the other employee compensation costs in operating income, which can be further considered for capitalization as part of the capitalization policy, and present the other components of net benefit cost, including interest costs, expected return on plan assets and amortization of actuarial gain or loss (the “other components”) separately, in one or more line items, outside of operating income. Further, the new guidance requires the disclosure of the line items that contain the other components of net benefit cost in the footnotes to the financial statements if they are not presented on appropriately described separate lines in the statement of operations. The Company adopted the provisions of this guidance effective January 1, 2018, as required under the guidance, and for the years ended December 31, 2017 and 2016, the Company reclassified $3 million and $2 million, respectively, related to the other components from selling, general and administrative expense to other expense within the consolidated statements of operations. The adoption of this guidance did not have an impact on the Company’s net income, consolidated balance sheets or statements of cash flows. Goodwill Impairment In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. The guidance removes step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under this guidance, a goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance is applicable for interim and annual reporting periods beginning after December 15, 2019. Early adoption of the amendments in the guidance is permitted for any impairment tests performed after January 1, 2017 and requires its application using a prospective transition method. The Company early adopted the provisions of this guidance effective January 1, 2018. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Restricted Cash In November 2016, the FASB issued guidance that requires entities to include restricted cash as part of cash and cash equivalents in the statement of cash flows. The guidance also requires a reconciliation of cash, cash equivalents and restricted cash balances disclosed in the balance sheet with the corresponding amounts as shown in the statement of cash flows. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. Upon adoption, this guidance did not have impact on the Company’s consolidated financial statements however, as of December 31, 2018, the Company had $3 million of restricted cash that is included with cash and cash equivalents in its consolidated statements of cash flows (see Note 8—Other Non-Current Assets). Income Taxes In October 2016, the FASB issued guidance Statement of Cash Flows In August 2016, the FASB issued guidance on classification of certain cash receipts and cash payments in the statement of cash flows. The guidance provides specific guidance relating to classification of certain items, including cash payments for debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investments and cash flows classification based on its predominate source or use. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Financial Instruments In January 2016, the FASB issued guidance that amends the current guidance on the classification and measurement of financial instruments. The guidance significantly revises the accounting related to (i) the classification and measurement of investments in equity securities of unconsolidated subsidiaries (other than those accounted for using the equity method of accounting) and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which a company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies eac |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue [Abstract] | |
Revenue | 3. Revenue On January 1, 2018, the Company adopted the new revenue recognition guidance applying the modified retrospective method to all contracts. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue recognition guidance, while prior period amounts are not adjusted and continue to be reported in accordance with the historic accounting under previous revenue recognition guidance. The Company recorded a $1 million reduction to its accumulated deficit balance as of January 1, 2018, representing the cumulative impact of adopting the new revenue recognition guidance, which primarily relates to the timing of recognition of hotel reservations in the Company’s Beyond Air revenue. For the year ended December 31, 2018, there was an immaterial impact to net revenue as a result of applying the new revenue recognition guidance. The following table presents the Company’s net revenue disaggregated by its source. Sales and usage-based taxes are excluded from net revenue. Year Ended (in $ thousands) December 31, 2018 Air $ 1,706,273 Beyond Air 747,748 Travel Commerce Platform (1) 2,454,021 Technology Services 97,043 Net revenue $ 2,551,064 (1) Includes $62 million of Travel Commerce Platform revenue for the year ended December 31, 2018 that does not represent revenue recognized from contracts with customers. The Company’s operations are organized into two operating segments: (i) Travel Solutions and (ii) Payment Solutions. Travel Solutions comprise Air, Beyond Air (excluding the Company’s B2B travel payment solutions) and Technology Services. Payment Solutions comprise the B2B travel payment solutions through eNett. The table below sets forth segment net revenue: Year Ended (in $ thousands) December 31, 2018 Travel Solutions $ 2,235,789 Payment Solutions 315,275 Net revenue $ 2,551,064 The table below sets forth Travel Commerce Platform revenue disaggregated by region: Year Ended (in $ thousands) December 31, 2018 Asia Pacific $ 564,548 Europe 861,510 Latin America and Canada 112,949 Middle East and Africa 319,190 International 1,858,197 United States 595,824 Travel Commerce Platform (1) $ 2,454,021 (1) Includes $62 million of Travel Commerce Platform revenue for the year ended December 31, 2018 that does not represent revenue recognized from contracts with customers. Contract Balances Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer. As of December 31, 2018, the Company did not have contract assets. The opening and closing balances of the Company’s accounts receivables and contract liabilities (current and non-current) are as follows: Contract Liabilities Accounts Receivable, Deferred Revenue Deferred Revenue (in $ thousands) net (1) (current) (1) (non-current) (1) Balance as of December 31, 2018 $ 167,447 $ 14,449 $ 7,462 Balance as of January 1, 2018 174,765 16,294 10,461 Decrease $ (7,318) $ (1,845) $ (2,999) (1) Accounts receivables, net, and deferred revenue exclude balances not related to contracts with customers. Substantially all of the Company’s Air revenue within its Travel Commerce Platform is collected through the International Air Transport Association (“IATA”), the Airline Clearing House (“ACH”) and other similar clearing houses, whereby the payments are submitted monthly to IATA or the ACH and are settled (on a net basis) within approximately 30 days. Airlines that do not settle payments through them and customers in Beyond Air and Technology Services are generally invoiced on a monthly basis, and the payments are generally received within approximately 30 – 60 days. Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. The cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $15 million of net revenue recognized that was included in the deferred revenue balance as of January 1, 2018. Remaining Performance Obligations As of December 31, 2018, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $52 million, of which the Company expects to recognize revenue of approximately 83% over the next 24 months, including approximately 52% over the next 12 months. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected term of one year or less and (ii) contracts for which the Company recognizes revenue at the amounts to which it has the right to invoice for services performed. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. Income Taxes The provision for income taxes consisted of: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Current U.S. federal $ (1,304) $ — $ — U.S. state (627) (726) (252) Non-U.S. (29,624) (57,708) (23,276) (31,555) (58,434) (23,528) Deferred U.S. federal (1,345) 21,020 (3,878) Non-U.S. 8,466 6,332 (2,784) 7,121 27,352 (6,662) Non-current Liabilities for uncertain tax positions (13,657) (1,148) 437 Provision for income taxes $ (38,091) $ (32,230) $ (29,753) Income from continuing operations before income taxes for U.S. and non-U.S. operations consisted of: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 U.S. $ 32,147 $ 21,147 $ (9,798) Non-U.S. 53,370 149,356 54,597 Income from continuing operations before income taxes $ 85,517 $ 170,503 $ 44,799 Deferred income tax assets and liabilities were comprised of: December 31, December 31, (in $ thousands) 2018 2017 Deferred tax assets: NOL and tax credit carry forwards $ 208,486 $ 196,736 Intra-group intangibles 101,252 — Pension liability 30,556 30,002 Equity-based compensation 9,812 8,827 Accrued liabilities and deferred income 7,242 16,885 Allowance for doubtful accounts 919 926 Other assets 5,910 4,396 Less: Valuation allowance (286,883) (186,519) Total deferred tax assets 77,294 71,253 Netted against deferred tax liabilities (56,065) (58,457) Deferred tax assets recognized on the balance sheet 21,229 12,796 Deferred tax liabilities: Accumulated depreciation and amortization (90,646) (81,755) Other (2,673) (11,601) Total deferred tax liabilities (93,319) (93,356) Netted against deferred tax assets 56,065 58,457 Deferred tax liabilities recognized on the balance sheet (37,254) (34,899) Net deferred tax liability $ (16,025) $ (22,103) The Company continues to regularly assess the realizability of all deferred tax assets. Future realized earnings performance and changes in future earnings projections, among other factors, may cause an adjustment to the conclusion as to whether it is more likely than not that the Company will realize the benefit of the deferred tax assets. This would impact the income tax expense in the period for which it is determined that these factors have changed. As of December 31, 2018, the Company had U.S. federal NOL carry forwards of approximately $399 million, which expire between 2030 and 2037 and $17 million that can be utilized indefinitely, state NOL carry forwards, which expire between 2019 and 2038, and alternative minimum tax (“AMT”) and other tax credits carry forward of approximately $28 million. The Company had other non-U.S. NOL carry forwards of $393 million that expire between three years and indefinitely. As of December 31, 2018, the deferred tax asset in respect of these U.S. and non-U.S. NOL carry forwards and U.S. tax credits was $208 million. The Company believes it is more likely than not that the benefit from certain U.S. federal, U.S. state and non-U.S. NOL carry forwards and certain other deferred tax assets will not be realized. Consequently, the Company has recorded valuation allowances of $186 million against such deferred tax assets as of December 31, 2018. The AMT credit carry forwards, prior to 2017, had a valuation allowance recorded against them; however, following the repeal of the AMT regime under the U.S. Tax Reforms, the Company released the valuation allowance, the benefit of which is reflected in the income tax expense for the year ended December 31, 2017. Further, on January 1, 2018, following the adoption of the new guidance requiring the recognition of the income tax consequences of an intra-entity transfer of an asset (other than inventory) when the transfer occurs, the Company recognized $101 million of deferred tax assets on intra-group intangibles with an associated full valuation allowance (as it is more-likely-than-not that this deferred tax asset will not be realized) as cumulative effect of the adoption of this guidance, using the modified retrospective method. Accordingly, there was no material impact on the Company’s consolidated financial statements. In the prior year, upon adoption of the new guidance related to equity-based compensation, the Company recognized a $10 million deferred tax asset that arose directly from tax deductions related to equity-based compensation in excess of compensation recognized for financial reporting in prior periods. This deferred tax asset was fully offset by a valuation allowance recorded as it was more-likely-than-not that the deferred tax asset will not be realized. The Company uses ordering as prescribed under U.S. GAAP for purposes of determining when excess tax benefits have been realized. For the year ended December 31, 2018, the Company’s income tax expense includes the impact of (i) releasing a portion of the valuation allowance associated with the U.S. NOL carry forwards due to an increase in taxable temporary differences that support deferred tax asset utilization and (ii) releasing a portion of the valuation allowance associated with the U.K. NOL carry forwards (see below). For the year ended December 31, 2017, the Company’s income tax expense includes the impact of releasing a portion of the valuation allowance due to (i) an increase in taxable temporary differences that support deferred tax asset utilization and (ii) the repeal of the AMT regime under the U.S. Tax Reforms which allowed full realization of the Company’s AMT credit carry forwards. However, the Company maintains a valuation allowance on the remaining deferred tax assets. As a result of the Company’s debt restructuring in March 2018 (see Note 11—Long-Term Debt), the Company expects that there will be future taxable income in the U.K. other than the reversal of deferred tax liabilities. Consequently, the Company realized a net benefit of $10 million in the first quarter of 2018 following the release of the valuation allowance on the deferred tax assets associated with its U.K. NOL carry forwards. The ability of the Company to utilize its U.S. NOL carry-forwards to reduce future taxable income is subject to various limitations under the Internal Revenue Code Section 382 (“Section 382”). The utilization of such carry-forwards may be limited upon the occurrence of certain ownership changes, including the purchase or sale of shares by 5% shareholders and the offering of shares by the Company during any three-year period resulting in an aggregate change of more than 50% in the beneficial ownership of the Company. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of a Company’s taxable income that can be offset by these carry-forwards. As a result of equity transactions that took place in 2018 and previous years, the Company determined that ownership changes have occurred under Section 382 and, therefore, the ability to utilize its pre-ownership change NOL carry forwards is subject to an annual Section 382 limitation. As of December 31, 2018, the Company does not anticipate this limitation will restrict or reduce the utilization of U.S. NOL carry forward; however, the Company continues to evaluate the potential impact of the Section 382 limitation. Income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. As of December 31, 2018, such taxable temporary differences amount to $44 million and the amount of any unrecognized deferred income tax liability on this temporary difference is less than $1 million. The U.S. Tax Reforms, signed into law on December 22, 2017, have resulted in significant changes to the U.S. corporate income tax system. These changes include, among others, a federal statutory rate reduction from 35% to 21%, the repeal of the AMT credit carry forwards to be offset against future regular tax liabilities, a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries’ previously untaxed foreign earnings (the “Transition Tax”) and accelerated depreciation on qualifying capital expenditure. Changes in tax rates and tax laws are accounted for in the period of enactment. For the year ended December 31, 2017 the Company made a reasonable estimate of the effects of the U.S. Tax Reforms where the Company provisionally recognized (i) an increased tax charge due to a decrease in deferred tax assets of $51 million, fully offset by the release of the associated valuation allowance, (ii) an income tax benefit of $22 million from the remeasurement of deferred tax liabilities and (iii) a benefit of $2 million related to the release of a valuation allowance held on AMT credit carry forwards. During the year ended December 31, 2018, no changes were made to these estimates and the Company further determined (i) Transition Tax income of approximately $6 million (tax of approximately $2 million), which was fully offset using U.S. federal NOLs, and (ii) an impact of $3 million from the accelerated depreciation of qualifying capital expenditure, which is fully equalized and has no net impact on the provision for income taxes. However, the Company recorded an additional charge of $1 million under the U.S. Tax Reforms related to base-erosion alternative tax. For the year ended December 31, 2018, the Company’s provision for income taxes differs from its tax provision at the U.S. federal statutory rate of 21% (35% for the years ended December 31, 2017 and 2016) as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Tax provision at U.S. federal statutory rate $ (17,959) $ (59,676) $ (15,683) Taxes on non-U.S. operations at alternative rates (5,792) 22,555 15,772 U.S. Tax Reforms (1,287) 24,222 — Liability for uncertain tax positions (13,657) (1,148) 437 Change in valuation allowance 11,600 (6,774) (11,518) Non-deductible expenses (12,094) (5,093) (16,391) Adjustment in respect of prior years 1,742 (5,971) (1,441) Other (644) (345) (929) Provision for income taxes $ (38,091) $ (32,230) $ (29,753) Travelport Worldwide Limited is a non-trading holding company tax resident in Bermuda where the statutory rate is 0%. The provision for income taxes on income from continuing operations has been reconciled in the table above to the expected provision amount calculated at the U.S. federal statutory rate of 21% for 2018 (35% for 2017 and 2016) due to both significant operations and the location of a significant proportion of its investor-base in the U.S. The Company is subject to income taxes in the U.S. and numerous non-U.S. jurisdictions. The Company’s provision for income taxes is likely to vary materially both from the benefit (provision) at the U.S. federal statutory tax rate and from year to year. While within a period there may be discrete items that impact the Company’s provision for income taxes, the following items consistently have an impact: (i) the Company is subject to income tax in numerous non-U.S. jurisdictions with varying tax rates, including the U.K. where the Company’s principal international business is headquartered; (ii) the Company’s earnings outside the U.S. and the U.K. are taxed at an effective rate that, in previous years, has been lower than the U.S. federal rate and at a relatively consistent level of charge; (iii) the effective location of the Company’s debt is in the U.K.; and (iv) a valuation allowance is established against the deferred tax assets relating to the Company’s losses to the extent they are unlikely to be realized. Significant judgment is required in determining the Company’s worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and tax positions where the ultimate tax determination is uncertain. Although the Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities (or reduction of tax assets) representing the estimated economic loss upon ultimate settlement for certain positions. The Company believes its tax provisions are adequate for all open years, based on the assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes the recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and reliance on significant estimates and assumptions. While the Company believes the estimates and assumptions supporting the assessments are reasonable, the final determination of tax audits and any other related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities. With limited exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for tax years before 2006. The Company has undertaken an analysis of material tax positions in its tax accruals for all open years and has identified all outstanding tax positions. The Company expects up to a $1 million increase in unrecognized tax benefits within the next twelve months for the uncertain tax positions relating to certain interest exposures. The Company does not expect a significant reduction in the total amount of unrecognized tax benefits within the next twelve months. The total amount of unrecognized tax benefits (including interest and penalties thereon) that, if recognized, would affect the Company’s effective tax rate is $115 million, $100 million and $93 million as of December 31, 2018, 2017 and 2016, respectively. The Company is subject to certain indemnification arrangements related to particular uncertain tax benefits. Tax audits and any related litigation could result in outcomes that are different from those reflected in the Company’s consolidated financial statements. The recognition of additional tax liability for which the Company is indemnified would impact the effective tax rate as any previously unrecorded indemnification receivables would be recorded within pre-tax income. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Unrecognized tax benefits – opening balance $ 95,886 $ 91,480 $ 95,687 Gross increases – tax positions in prior periods 483 555 2,522 Gross decreases – tax positions in prior periods — (6,626) (10,723) Gross increases – tax positions in current period 23,119 6,784 6,229 Decrease related to lapsing of statute of limitations (963) (600) — (Decrease) Increase due to currency translation adjustments (6,105) 4,293 (2,235) Unrecognized tax benefits – ending balance $ 112,420 $ 95,886 $ 91,480 The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. The Company accrued approximately $1 million for interest and penalties for each of the years ended December 31, 2018, 2017 and 2016. As of December 31, 2018 and 2017, the Company had cumulative accrued interest and penalties of $11 million and $10 million, respectively. Included in the ending balance of unrecognized tax benefits was $1 million as of December 31, 2018, which is expected to be realized in the next twelve months due to the lapsing of the statute of limitations. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | 5. Other Current Assets Other current assets consisted of: December 31, December 31, (in $ thousands) 2018 2017 Prepaid expenses $ 40,679 $ 24,271 Sales and use tax receivables 27,768 30,163 Prepaid incentives 14,316 16,677 Client funds 11,224 15,774 Derivative assets 9,700 15,233 Other 9,918 7,606 $ 113,605 $ 109,724 Client funds represent cash held on behalf of clients for a short period of time before being transferred to travel industry partners. A compensating balance is held in accrued expenses and other current liabilities as customer prepayments. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net, consisted of: December 31, 2018 December 31, 2017 Accumulated Accumulated (in $ thousands) Cost Depreciation Net Cost Depreciation Net Capitalized software $ 989,410 $ (787,544) $ 201,866 $ 1,029,772 $ (829,416) $ 200,356 Computer equipment 335,738 (165,496) 170,242 346,846 (207,484) 139,362 Building and leasehold improvements 32,235 (15,282) 16,953 32,834 (12,972) 19,862 Construction in progress 106,638 — 106,638 72,161 — 72,161 $ 1,464,021 $ (968,322) $ 495,699 $ 1,481,613 $ (1,049,872) $ 431,741 As of December 31, 2018 and 2017, the Company had capital lease assets of $215 million and $208 million, respectively, with accumulated depreciation of $76 million and $107 million, respectively, included within computer equipment. During the years ended December 31, 2018 and 2017, the Company invested $226 million and $161 million, respectively, in property and equipment, including non-cash and capital lease additions. Additions during the year ended December 31, 2018 include upgrades to equipment as part of investment in the Company’s Travel Commerce Platform information technology infrastructure. During the years ended December 31, 2018 and 2017, the Company acquired $77 million and $38 million of assets under capital leases, respectively, and $4 million and $5 million of assets by incurring other indebtedness, respectively. The Company also recorded an impairment of property and equipment of $3 million, $1 million and $8 million during the years ended December 31, 2018, 2017 and 2016, respectively. The Company recorded depreciation expense (including depreciation on assets under capital leases) of $158 million, $166 million and $162 million during the years ended December 31, 2018, 2017 and 2016, respectively. The amount of interest on capital projects capitalized was $3 million, $2 million and $4 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The changes in the carrying amount of goodwill and other intangible assets for the Company between January 1, 2018 and December 31, 2018 are as follows: January 1, Foreign December 31, (in $ thousands) 2018 Additions Retirements Exchange 2018 Non-Amortizable Assets: Goodwill $ 1,089,590 $ — $ — $ (5,824) $ 1,083,766 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 743,549 — — (232) 743,317 Accumulated amortization (461,666) (40,662) — 309 (502,019) Acquired intangible assets, net 281,883 (40,662) — 77 241,298 Customer loyalty payments 380,841 76,242 (80,719) (5,513) 370,851 Accumulated amortization (166,544) (82,487) 58,676 1,718 (188,637) Customer loyalty payments, net 214,297 (6,245) (22,043) (3,795) 182,214 Other intangible assets, net $ 496,180 $ (46,907) $ (22,043) $ (3,718) $ 423,512 The changes in the carrying amount of goodwill and other intangible assets for the Company between January 1, 2017 and December 31, 2017 are as follows: January 1, Foreign December 31, (in $ thousands) 2017 Additions Retirements Exchange 2017 Non-Amortizable Assets: Goodwill $ 1,079,951 $ — $ — $ 9,639 $ 1,089,590 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 1,127,059 — (383,715) 205 743,549 Accumulated amortization (804,089) (40,854) 383,715 (438) (461,666) Acquired intangible assets, net 322,970 (40,854) — (233) 281,883 Customer loyalty payments 358,259 104,214 (89,174) 7,542 380,841 Accumulated amortization (169,622) (74,651) 83,696 (5,967) (166,544) Customer loyalty payments, net 188,637 29,563 (5,478) 1,575 214,297 Other intangible assets, net $ 511,607 $ (11,291) $ (5,478) $ 1,342 $ 496,180 Goodwill includes an amount of $7 million as of both December 31, 2018 and 2017 that has been allocated to the Payment Solutions segment. The Company paid cash of $89 million, $76 million and $85 million for customer loyalty payments during the years ended December 31, 2018, 2017 and 2016, respectively. Further, as of December 31, 2018 and December 31, 2017, the Company had balances payable of $52 million and $77 million, respectively, for customer loyalty payments (see Note 10—Accrued Expenses and Other Current Liabilities). Amortization expense for acquired intangible assets was $41 million, $41 million and $47 million for the years ended December 31, 2018, 2017 and 2016, respectively, and is included as a component of depreciation and amortization in the Company’s consolidated statements of operations. Amortization expense for customer loyalty payments was $82 million, $75 million and $71 million for the years ended December 31, 2018, 2017 and 2016, respectively, and is included within cost of revenue or net revenue in the Company’s consolidated statements of operations. Included within retirements of customer loyalty payments is $15 million, $1 million and $3 million of impairment recognized during the years ended December 31, 2018, 2017 and 2016, respectively. The Company expects amortization expense relating to acquired intangible assets and customer loyalty payments balances as of December 31, 2018 to be: Year Ending December 31, Acquired Intangible Customer Loyalty (in $ thousands) Assets Payments 2019 $ 40,661 $ 64,862 2020 40,661 50,445 2021 40,661 34,958 2022 29,875 18,668 2023 10,492 7,609 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Non-Current Assets | 8. Other Non-Current Assets Other non-current assets consisted of: December 31, December 31, (in $ thousands) 2018 2017 Prepaid incentives $ 28,148 $ 35,645 Pension assets 6,828 8,674 Restricted cash 3,379 — Derivative assets 2,506 3,503 Deferred financing costs 1,517 1,930 Other 12,936 27,056 $ 55,314 $ 76,808 The restricted cash of $3 million and $0 as of December 31, 2018 and December 31, 2017, respectively, relates to cash provided as collateral for an operational bank facility. Cash and cash equivalents balances of $213 million and $122 million as of December 31, 2018 and December 31, 2017, respectively, and restricted cash balances of $3 million and $0 as of December 31, 2018 and December 31, 2017, respectively, are considered together to determine the movements in and balances of cash, cash equivalents and restricted cash in the Company’s consolidated statements of cash flows. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 9. Restructuring Charges In November 2016, the Company committed to undertake a course of action to enhance and optimize the Company’s operational and technological efficiency. This program was substantially completed as of December 31, 2017. Total restructuring charges of $0, $8 million and $21 million for the years ended December 31, 2018, 2017 and 2016, respectively, are included within selling, general and administrative expenses in the consolidated statement of operations. The following table summarizes the activities related to the Company’s restructuring program initiated in November 2016, which is included in accrued expenses and other current liabilities in the consolidated balance sheets: Severance and Employee-Related Implementation (in $ thousands) Obligations Costs Total Restructuring charges recognized $ 11,082 $ 9,803 $ 20,885 Cash payments made — (8,117) (8,117) Balance as of December 31, 2016 $ 11,082 $ 1,686 $ 12,768 Restructuring charges recognized 4,427 3,354 7,781 Cash payments made (15,078) (5,040) (20,118) Balance as of December 31, 2017 $ 431 $ — $ 431 Cash payments made (431) — (431) Balance as of December 31, 2018 $ — $ — $ — Cumulative costs through December 31, 2018 15,509 13,157 28,666 Future costs to be incurred — — — |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of: December 31, December 31, (in $ thousands) 2018 2017 Accrued commissions and incentives $ 282,444 $ 282,954 Accrued payroll and related 78,094 70,234 Deferred revenue and rebate obligations 55,221 48,096 Accrued interest expense 20,528 12,010 Income tax payable 16,996 32,986 Derivative liabilities 16,690 292 Customer prepayments 11,224 15,774 Pension and post-retirement benefit liabilities 1,561 1,628 Other 23,508 45,094 $ 506,266 $ 509,068 Included in accrued commissions and incentives are $52 million and $77 million of accrued customer loyalty payments as of December 31, 2018 and 2017, respectively. In the third quarter of 2018, the Company initiated plans to enhance the Company’s operational efficiency in response to changes in market conditions and the industry in which the Company operates. As a result, the Company expects to implement changes to its operating and management structure to streamline and simplify the organization. It is expected that the implementation of these plans will result in savings within its corporate and operational functions. As of December 31, 2018, the Company has recorded severance charges of $18 million which are included within selling, general and administrative expense on the Company’s consolidated statements of operations as the liability is probable and the amount can be reasonably estimated for anticipated severances in accordance with the Company’s severance policies for ongoing benefit arrangements. A liability for severance costs of $16 million and $0 is included within accrued payroll and related in the consolidated balance sheets, as of December 31, 2018 and 2017, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 11. Long-Term Debt Long-term debt consisted of: Interest December 31, December 31, (in $ thousands) rate Maturity 2018 2017 Senior Secured Credit Agreement Term loans – (2018 Credit Agreement) (1) L+2.50% March 2025 $ 1,372,666 $ — Term loans – (2014 Credit Agreement) (2) L+2.75% September 2021 — 2,124,439 Revolver borrowings – (2018 Credit Agreement) L+2.25% September 2022 — — Revolver borrowings – (2014 Credit Agreement) L+2.50% September 2022 — — Senior Secured Notes Senior secured notes (3) March 2026 738,274 — Capital leases and other indebtedness 141,094 105,574 Total debt 2,252,034 2,230,013 Less: current portion 57,497 64,291 Long-term debt $ 2,194,537 $ 2,165,722 (1) As of December 31, 2018, the principal amount of term loans outstanding under the 2018 Credit Agreement (as defined below) was $1,385 million, which is netted for unamortized debt discount of $6 million and unamortized debt finance costs of $6 million. (2) As of December 31, 2017, the principal amount of term loans outstanding under the 2014 Credit Agreement (as defined below) was $2,154 million, which is netted for unamortized debt discount of $17 million and unamortized debt finance costs of $13 million. (3) As of December 31, 2018, the principal amount of senior secured notes outstanding was $745 million, which is netted for unamortized debt finance costs of $7 million. Senior Secured Credit Agreement Term Loans In March 2018, Travelport Finance (Luxembourg) S.à.r.l. (the “Borrower”), a wholly-owned subsidiary of the Company, entered into a new senior secured credit agreement (the “2018 Credit Agreement”). Under the 2018 Credit Agreement, the lenders agreed to extend credit to the Borrower in the form of (a) initial secured term loans in an aggregate principal amount of $1,400 million maturing in March 2025, issued at a discount of 0.50%, which started amortizing in quarterly installments from August 31, 2018, equal to 0.25% of the original principal amount of the term loans (which payments can be reduced as a result of prepayments in accordance with the 2018 Credit Agreement), with the balance payable at maturity and (b) a revolving credit facility in an aggregate principal amount of $150 million maturing in September 2022. The Company used the proceeds from these term loans, together with the proceeds from the issuance of senior secured notes (discussed below) and cash on the balance sheet, to repay the outstanding balance remaining of the term loans under the previous senior secured credit agreement (the “2014 Credit Agreement”) and to pay the related transaction expenses and fees. Upon the repayment in full of the obligations, the 2014 Credit Agreement was terminated. The Company recorded the debt refinancing transaction as the issuance of new debt and extinguishment of prior debt and recognized a loss on early extinguishment of debt of $28 million in its consolidated statements of operations for the year ended December 31, 2018. Under the 2018 Credit Agreement, the interest rate per annum applicable to (a) the term loans is based on, at the election of the Borrower, LIBOR plus 2.50% or base rate (as defined in the 2018 Credit Agreement) plus 1.50% and (b) the borrowings under revolving credit facility, at the election of the Borrower, LIBOR plus 2.25% or base rate (as defined in the 2018 Credit Agreement) plus 1.25%. LIBOR rates and base rates have a floor of 0.00%. The Company expects to pay interest based on LIBOR. During the year ended December 31, 2018, the average LIBOR rate applied to the term loans was 2.14%. Further, during the year ended December 31, 2018, the Company (i) repaid $15 million principal amount of term loans outstanding under the 2018 Credit Agreement, including an $8 million voluntary prepayment, (ii) repaid $6 million principal amount of term loans outstanding under the 2014 Credit Agreement and (iii) amortized $3 million of debt finance costs and $2 million of debt discount. The Company is not contractually required to repay quarterly installments of the term loans until the third quarter of 2019. However, the Company has classified a portion of its term loans (along with the contractual quarterly installments) as current portion of long-term debt as the Company intends, and is able, to make additional voluntary prepayments of the term loans from cash flow from operations, which the Company expects to occur within the next twelve months. The amount of any such prepayments may vary based on the Company’s actual cash flow generation and needs, as well as general economic conditions. In January 2017, the Company entered into an amendment to its 2014 Credit Agreement, which amended the applicable rates to 2.25% per annum, in the case of base rate (as defined in the senior secured credit agreement) term loans, and 3.25% per annum, in the case of LIBOR term loans. The term loans were subject to a LIBOR floor of 1.00% and a base rate floor of 2.00%. In August 2017, the Company entered into a further amendment to its 2014 Credit Agreement that (i) amended the applicable rates to 1.75% per annum, in the case of base rate term loans, and 2.75% per annum, in the case of LIBOR term loans, (ii) reduced the base rate floor to 1.00% from 2.00% and the LIBOR floor to 0.00% from 1.00% and (iii) reset the 1% premium on the repricing of the term loans under the senior secured credit agreement for a period of six months. The interest rate per annum applicable to the term loans was based on, at the Company’s election, LIBOR plus 2.75% or base rate plus 1.75%. During the year ended December 31, 2017, the average LIBOR rate applied to the term loans was 1.19%. In connection with the repricing, certain lenders contributed $114 million towards the term loans and an amount equal to that was paid to the lenders who opted to exit or reduce their participation. As a result, the Company recognized a loss on early extinguishment of debt of $4 million. During the year ended December 31, 2017, the Company (i) made voluntary prepayments of $124 million principal amount of its term loans outstanding under the 2014 Credit Agreement, recognizing $1 million as a loss on early extinguishment of debt, and (ii) amortized $5 million of each of debt finance costs and debt discount. Revolving Credit Facility and Letters of Credit As discussed above, in March 2018, the Borrower entered into a new revolving credit facility under the 2018 Credit Agreement with a consortium of banks. The lenders, terms, credit facility amount and maturity date of under the new revolving credit facility are substantially the same as under the 2014 Credit Agreement, except for the reduction in interest rates to LIBOR plus 2.25% from LIBOR plus 2.50% as of December 31, 2017. Under the new terms, the Borrower has a $150 million revolving credit facility, which contains a letter of credit sub-limit up to a maximum of $100 million. As of December 31, 2018, there were no outstanding borrowings under the revolving credit facility under the 2018 Credit Agreement, and $4 million was utilized for the issuance of letters of credit, with a balance of $146 million remaining. In connection with an amendment to the revolving credit facility under the 2014 Credit Agreement in 2017, the Company incurred additional lender fees and third-party costs of $1 million, which were capitalized and are being amortized over the term of the revolving credit facility. Change of Control Under the terms of 2018 Credit Agreement, a change of control of the Company is considered to be an “Event of Default” and, as a result the Administrative Agent (as defined in the 2018 Credit Agreement) may and, at the request of the majority of lenders, shall, (i) declare the unpaid principal amount of the outstanding term loans and revolving credit loans and the amount of all outstanding payments made by a lender pursuant to a letter of credit, along with the interest accrued and unpaid thereon, to be immediately due and payable, (ii) require the Company to provide cash as collateral in an amount equal to 103% of the aggregate amount available to be drawn under all outstanding letters of credit plus any unreimbursed drawings and (iii) terminate all the commitments of the lenders provided to the Company. Senior Secured Notes In March 2018, Travelport Corporate Finance PLC (the “Issuer”), a wholly-owned subsidiary of the Company, issued a principal amount of $745 million in senior secured notes due in March 2026 with a stated interest rate of 6.00% per annum. The proceeds were used to repay a portion of the term loans outstanding under the 2014 Credit Agreement. The interest on the senior secured notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2018. Change of Control A change of control and the “Ratings Event” as defined in the Indenture governing the Company’s senior secured notes, if occurs, will constitute a “Change of Control Triggering Event” under the Indenture and, subject to certain conditions, the Company will be required to make an offer to purchase all of the senior secured notes pursuant to the “Change of Control Offer” (as defined in the Indenture), at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of repurchase, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with respect to all the outstanding senior secured notes as described in the Indenture. Capital Leases and Other Indebtedness During 2018, the Company repaid $41 million under its capital lease obligations and entered into $77 million of new capital leases for information technology assets. During 2017, the Company repaid $40 million under its capital lease obligations and entered into $38 million of new capital leases for information technology assets. Other indebtedness relates to the purchase of software in a non-cash transaction, which was financed through a third-party. During each of the years ended December 31, 2018 and 2017, the Company repaid $3 million of its other indebtedness obligations and incurred further indebtedness of $2 million. Debt Maturities Aggregate maturities of debt as of December 31, 2018 are as follows: (in $ thousands) Term Senior Secured Capital Leases and Year Ending December 31, Loans Notes Other Indebtedness 2019 $ 14,000 $ — $ 43,497 2020 14,000 — 42,831 2021 14,000 — 36,349 2022 14,000 — 16,891 2023 14,000 — 116 Thereafter 1,315,000 745,000 1,410 1,385,000 745,000 141,094 Less: Unamortized debt finance cost (6,191) (6,726) — Less: Unamortized debt discount (6,143) — — Total debt $ 1,372,666 $ 738,274 $ 141,094 Debt Finance Costs The Company had unamortized debt finance costs of (i) $6 million and $13 million as of December 31, 2018 and 2017, respectively, in relation to its term loans under the 2018 Credit Agreement and the 2014 Credit Agreement, respectively, which are presented as a deduction from the principal amount of the term loans, (ii) $7 million as of December 31, 2018 in relation to its senior secured notes, which are presented as a deduction from the principal amount of senior secured notes, and (iii) $2 million as of both December 31, 2018 and 2017 in relation to its revolving credit facility, which are capitalized within other non-current assets on the consolidated balance sheets. The debt finance costs are amortized over the term of the related debt as part of interest expense in the consolidated statements of operations. The movement in total unamortized debt finance costs for the years ended December 31, 2018, 2017 and 2016 is summarized below: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Balance as of January 1 $ 14,708 $ 22,855 $ 30,504 Capitalization of debt finance costs 14,799 686 30 Amortization (2,977) (5,228) (5,926) Write-off on early extinguishment of debt (12,096) (3,605) (1,753) Balance as of December 31 $ 14,434 $ 14,708 $ 22,855 Debt Covenants and Guarantees The 2018 Credit Agreement and the Indenture governing the senior secured notes contain financial and other covenants, including: limitations on the ability of Travelport Limited, a wholly-owned subsidiary of the Company and the Borrower’s and the Issuer’s immediate parent entity (the “Parent Guarantor”) and its restricted subsidiaries to incur debt or liens or make certain investments and acquisitions and restricted payments; limitations on transactions with affiliates; and certain restrictions on the sale of assets. A violation of these covenants could result in the Parent Guarantor and its restricted subsidiaries being prohibited from making certain restricted payments, including dividends, or cause a default under the 2018 Credit Agreement or the Indenture, which would permit the participating lenders to restrict the Parent Guarantor’s and its restricted subsidiaries’ ability to access the revolving credit facility and require the immediate repayment of any outstanding advances made under the 2018 Credit Agreement or the Indenture. Solely in the case of the revolving credit facility under the 2018 Credit Agreement, if the amount outstanding under the revolving credit facility exceeds a certain threshold, there is a requirement to maintain a first lien leverage ratio. The senior secured notes are guaranteed fully and unconditionally on a senior secured basis by the Parent Guarantor and certain of its existing and future wholly-owned subsidiaries that also guarantee the facilities under the 2018 Credit Agreement. The senior secured notes and related guarantees are secured on a first-priority basis by security interests in all of the Issuer’s and the guarantors’ assets that also secure the facilities under the 2018 Credit Agreement on a first-priority basis. As of December 31, 2018, the Company was in full compliance with all restrictive and financial covenants related to its debt. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | 12. Financial Instruments The Company uses derivative financial instruments as part of its overall strategy to manage its exposure to market risks primarily associated with fluctuations in foreign currency exchange rates and interest rates. The Company does not use derivatives for trading or speculative purposes. During the year ended December 31, 2018, there was no material changes in the Company's foreign currency and interest rate risk management policies or in its fair value methodology. As of December 31, 2018, the Company had a net liability position of $6 million related to its derivative financial instruments. Foreign Currency Risk The Company’s primary foreign currency risk exposure as of December 31, 2018 was due to exchange rate fluctuations that arise from certain intercompany transactions and earnings denominated in non-U.S. dollar currencies and from non-functional currency denominated assets and liabilities. The Company uses foreign currency derivative contracts (forward contracts) to manage its exposure to changes in foreign currency exchange rates, primarily exposure to the British pound, Euro and Australian dollar. The Company did not designate these foreign currency derivative contracts as accounting hedges. Fluctuations in the value of these foreign currency derivative contracts were recorded within the Company’s consolidated statements of operations, which partially offset the impact of the changes in the value of the foreign currency denominated receivables and payables and forecasted earnings they were intended to economically hedge. Interest Rate Risk As of December 31, 2018, the Company’s primary interest rate risk exposure was to interest rate fluctuations in the United States, specifically the impact of LIBOR interest rates on the Company’s U.S. dollar denominated variable rate term loans. During the year ended December 31, 2018, the average LIBOR rate applied to the term loans was 2.14%. In order to protect against potential higher interest costs resulting from increases in LIBOR, as of December 31, 2018, the Company had outstanding interest rate swap contracts, some of which commence in future periods, that fix the LIBOR rate payable as follows: Average Notional Amount Interest ($ in thousands) Period Rate 1,400,000 February 2017 to February 2019 1.4010% 1,200,000 February 2019 to February 2020 2.1906% 400,000 February 2020 to February 2021 2.1925% 320,000 February 2021 to February 2022 3.0178% Credit Risk and Exposure The Company is exposed to counterparty credit risk in the event of non-performance by counterparties to various agreements and sales transactions. The Company manages such risk by evaluating the financial position and creditworthiness of such counterparties. The Company mitigates counterparty credit risk associated with its derivative contracts by monitoring the amounts at risk with each counterparty to such contracts, periodically evaluating counterparty creditworthiness and financial position, and where possible, dispersing its risk among multiple counterparties. As of December 31, 2018, there were no significant concentrations of counterparty credit risk with any individual counterparty or group of counterparties for derivative contracts. Fair Value Disclosures for Derivative Instruments As of December 31, 2018, the Company’s financial assets and liabilities recorded at fair value consist of derivative instruments. These amounts have been categorized based upon a fair value hierarchy as Level 2—Significant Other Observable Inputs as of December 31, 2018 and 2017. See Note 2—Summary of Significant Accounting Policies, for a discussion of the Company’s policies regarding this hierarchy. The fair value of foreign currency forward contracts is determined by comparing the contract rate to a published forward price of the underlying currency, which is based on market rates for comparable transactions. The fair value of interest rate swap derivative instruments is determined using pricing models based on discounted cash flows that use inputs from actively quoted markets for similar instruments. These fair values are then adjusted for the Company’s own credit risk or counterparty credit risk, as appropriate. This adjustment is calculated based on the default probability of the Company or the banking counterparty and is obtained from active credit default swap markets. The Company reviews the fair value hierarchy classification for financial assets and liabilities at the end of each quarter. Changes in significant unobservable valuation inputs may trigger reclassification of financial assets and liabilities between fair value hierarchy levels. As of December 31, 2018, credit risk fair value adjustments constituted less than 15% of the unadjusted fair value of derivative instruments. In instances where Credit Valuation Adjustment (“CVA”) comprises 15% or more of the unadjusted fair value of the derivative instruments for two consecutive quarters the Company’s policy is to categorize the derivatives as Level 3 of the fair value hierarchy. As the CVA applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. Transfers into and out of Level 3 of the fair value hierarchy are recognized at the end of each quarter when such categorization takes place. Presented below is a summary of the gross fair value of the Company’s derivative contracts, which have not been designated as hedging instruments, recorded on the consolidated balance sheets at fair value. Fair Value Asset Fair Value (Liability) Balance Sheet December 31, December 31, Balance Sheet December 31, December 31, (in $ thousands) Location 2018 2017 Location 2018 2017 Interest rate swap contracts Other current assets $ 8,622 $ 4,799 Accrued expenses and other current liabilities $ — $ — Interest rate swap contracts Other non-current assets 2,506 3,503 Other non-current liabilities (1,535) (51) Foreign currency contracts Other current assets 1,078 10,434 Accrued expenses and other current liabilities (16,690) (292) Total fair value of derivative assets (liabilities) $ 12,206 $ 18,736 $ (18,225) $ (343) As of December 31, 2018, the net notional amounts of the Company’s derivative contracts are as follows: December 31, December 31, (in $ thousands) 2018 2017 Interest rate swap contracts (varying contracts and period as discussed above) $ 3,320,000 $ 3,000,000 Foreign currency contracts (covering period until December 2019) 373,487 The following table provides a reconciliation of the movements in the net carrying amount of derivative financial instruments during the years ended December 31, 2018 and 2017: Year Ended Year Ended December 31, December 31, (in $ thousands) 2018 2017 Net derivative asset (liability) opening balance $ 18,393 $ (19,196) Total (loss) gain for the year included in net income (12,600) 22,786 (Proceeds from) payment on settlement of derivative contracts (11,812) 14,803 Net derivative (liability) asset closing balance $ (6,019) $ 18,393 The table below presents the impact of changes in fair values of derivatives not designated as hedges on net income during the years: Amount of Gain (Loss) Recorded in Net Income Location of Gain (Loss) Recorded Year Ended December 31, (in $ thousands) in Statement of Operations 2018 2017 2016 Interest rate swaps contracts Interest expense, net $ 11,743 $ 3,438 $ (6,168) Foreign currency contracts Selling, general and administrative (24,343) 19,348 (28,599) $ (12,600) $ 22,786 $ (34,767) Fair Value Disclosures for All Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The fair values of the Company’s other financial instruments are as follows: December 31, 2018 December 31, 2017 Fair Value Carrying Fair Carrying Fair (in $ thousands) Hierarchy Amount Value Amount Value Asset (liability) Derivative assets Level 2 $ 12,206 $ 12,206 $ 18,736 $ 18,736 Derivative liabilities Level 2 (18,225) (18,225) (343) (343) Total debt Level 2 (2,252,034) (2,249,481) (2,230,013) (2,258,893) The significant unobservable inputs used to fair value the Company’s derivative financial instruments are based on market quoted probability rates of default for each of the derivative assets and liabilities, resulting in a weighted average probability of default of 8% and a recovery rate of 75% for derivative assets and 65% for derivative liabilities. As the credit valuation adjustment applied to arrive at the fair value of derivatives is less than 15% of the unadjusted fair value of derivative instruments for two consecutive quarters, the Company has categorized derivative fair valuations at Level 2 of the fair value hierarchy. A 10% change in the significant unobservable inputs will not have a material impact on the fair value of the derivative financial instruments as of December 31, 2018. The fair value of the Company’s total debt was determined by calculating the fair value of its term loans and senior secured notes based on quoted prices obtained from independent brokers for identical debt instruments when traded as assets and are categorized within Level 2 of the fair value hierarchy. |
Other Non-Current Liabilities
Other Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Non Current Liabilities [Abstract] | |
Other Non-Current Liabilities | 13. Other Non-Current Liabilities Other non-current liabilities consisted of: December 31, December 31, (in $ thousands) 2018 2017 Pension and post-retirement benefit liabilities $ 138,940 $ 134,350 Income tax payable 40,060 26,984 Other 40,925 42,228 $ 219,925 $ 203,562 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 14. Employee Benefit Plans Defined Contribution Savings Plans The Company sponsors defined contribution savings plans that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company matches the contributions of participating employees on the basis specified by the plans. The Company’s contributions to these plans were $19 million, $19 million and $15 million for the years ended December 31, 2018, 2017 and 2016, respectively. Defined Benefit Pension and Other Post-Retirement Benefit Plans The Company sponsors U.S. non-contributory defined benefit pension plans, which cover certain eligible employees. A majority of the employees participating in these plans are no longer accruing benefits. Additionally, the Company sponsors contributory defined benefit pension plans in certain non-U.S. subsidiaries with participation in the plans at the employee’s option. Under both the U.S. and non-U.S. plans, benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. As of December 31, 2018 and 2017, the aggregate accumulated benefit obligations of these plans were $586 million and $642 million, respectively. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws, plus such additional amounts as the Company determines to be appropriate. The Company also maintains other post-retirement health and welfare benefit plans for eligible employees of certain of its U.S. subsidiaries. The Company sponsors several defined benefit pension plans for certain employees located outside the U.S. The aggregate benefit obligation for these plans was $86 million and $97 million as of December 31, 2018 and 2017, respectively, and the aggregate fair value of plan assets was $93 million and $107 million for December 31, 2018 and 2017, respectively. The Company uses a December 31 measurement date for its defined benefit pension and other post-retirement benefit plans. For such plans, the following tables provide a statement of funded status as of December 31, 2018 and 2017, and summaries of the changes in the benefit obligation and fair value of assets for the years then ended: Defined Benefit Pension Plans Year Ended Year Ended December 31, December 31, (in $ thousands) 2018 2017 Benefit obligation, beginning of year $ 645,015 $ 612,183 Service cost 480 482 Interest cost 19,798 20,540 Actuarial (gain) loss (40,892) 33,851 Benefits paid (31,118) (30,926) Currency translation adjustment (5,563) 8,885 Benefit obligation, end of year $ 587,720 $ 645,015 Fair value of plan assets, beginning of year $ 524,615 $ 485,048 (Loss) return on plan assets (31,135) 59,228 Employer contribution 3,643 2,156 Benefits paid (31,118) (30,926) Currency translation adjustment (5,885) 9,109 Fair value of plan assets, end of year 460,120 524,615 Funded status $ (127,600) $ (120,400) The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension cost relating to unrecognized actuarial losses was $158 million and $149 million as of December 31, 2018 and 2017, respectively. Post-Retirement Benefit Plans Year Ended Year Ended December 31, December 31, (in $ thousands) 2018 2017 Benefit obligation, beginning of year $ 6,567 $ 6,662 Service cost 10 14 Interest cost 200 222 Actuarial gains (990) (371) Benefits (paid) received (115) 40 Benefit obligation, end of year $ 5,672 $ 6,567 Fair value of plan assets, beginning and end of year — — Funded status $ (5,672) $ (6,567) The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic post-retirement benefit cost relating to unrecognized actuarial gains was $3 million as of both December 31, 2018 and 2017. The following table provides the components of net periodic cost (benefit) for the respective years: Defined Benefit Pension Plans Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Service cost $ 480 $ 482 $ 363 Interest cost 19,798 20,540 21,407 Expected return on plan assets (29,138) (28,272) (29,414) Recognized net actuarial loss 10,428 11,167 9,641 Net periodic cost $ 1,568 $ 3,917 $ 1,997 Post-Retirement Benefit Plans Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Service cost $ 10 $ 14 $ 12 Interest cost 200 222 217 Recognized net actuarial gain (293) (272) (331) Net periodic benefit $ (83) $ (36) $ (102) The Company has utilized the following weighted average assumptions to measure the benefit obligations for the defined benefit pension plans and post-retirement benefit plans as of December 31, 2018 and 2017: December 31, December 31, 2018 2017 Defined Benefit Pension Plans Discount rate % % Expected long-term return on plan assets % % Post-Retirement Benefit Plans Discount rate % % The Company has adopted the use of the Retirement Plan (“RP”) 2014 mortality tables with the updated Mortality Projection (“MP”) 2018 mortality improvement scale as issued by the Society of Actuaries in 2018 for its U.S. defined benefit plans. The updated MP 2018 mortality improvement scale reflects improvements in longevity as compared to the MP 2017 mortality improvement scale and its use did not have significant impact in calculating defined benefit pension obligation. The weighted average expected long-term return on plan assets is based on a number of factors, including historic plan asset returns over varying long-term periods, long-term capital markets forecasts, expected asset allocations, risk premiums for respective asset classes, expected inflation and other factors. The Company seeks to produce a return on investment for the plan assets that is based on levels of liquidity and investment risk that are prudent and reasonable, given prevailing market conditions. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. The Company manages this allocation strategy with the assistance of independent diversified professional investment management organizations. The assets and investment strategy of the Company’s non-U.S. based defined plans are managed by an independent custodian. The Company’s investment strategy for its U.S. defined benefit plan is to achieve a return sufficient to meet the expected near-term retirement benefits payable under the plan when considered along with the minimum funding requirements. The target allocation of plan assets is approximately 40% in equity securities, approximately 46% in fixed income securities and approximately 14% to all other types of investments. The fair values of the Company’s pension plan assets by asset category as of December 31, 2018 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 360,899 $ 360,899 Mutual funds (2) 83,854 — 83,854 Cash equivalents (3) 15,367 — 15,367 Total $ 99,221 $ 360,899 $ 460,120 The fair values of the Company’s pension plan assets by asset category as of December 31, 2017 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 411,563 $ 411,563 Mutual funds (2) 97,985 — 97,985 Cash equivalents (3) 15,067 — 15,067 Total $ 113,052 $ 411,563 $ 524,615 (1) The underlying investments held in common & commingled trust funds are actively managed equity securities and fixed income investment vehicles that are valued at the net asset value per share based on the fair value of the underlying investments of the funds and is provided by the fund administrator as of the measurement date. (2) Values of units are based on the closing price reported on the major market on which the investments are traded and provided by the fund administrator. (3) Cash equivalents is comprised of money market funds. The Company’s contributions to its defined benefit pension and post-retirement benefit plans are estimated to aggregate $13 million in 2019 compared to actual contributions of $4 million in 2018. The Company estimates its defined benefit pension and other post-retirement benefit plans will pay benefits to participants as follows: Defined Benefit Post-Retirement (in $ thousands) Pension Plans Benefit Plans 2019 $ 33,277 $ 105 2020 33,999 112 2021 34,414 122 2022 34,923 133 2023 35,885 144 Five years thereafter 182,253 893 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Commitments Leases The Company is committed to making rental payments under non-cancellable operating leases covering various facilities and equipment. Future minimum lease payments required under non-cancellable operating leases as of December 31, 2018 are as follows: (in $ thousands) Amount 2019 $ 17,042 2020 14,983 2021 13,756 2022 11,148 2023 9,875 Thereafter 25,326 $ 92,130 During the years ended December 31, 2018, 2017 and 2016, the Company incurred total operating lease expense of $18 million, $19 million and $17 million, respectively, primarily related to leases of office facilities. Commitments under capital leases and other indebtedness amounted to $141 million as of December 31, 2018, primarily related to information technology equipment. The Company adopted the provisions of new lease guidance effective from January 1, 2019 (see Note 2 – Summary of Significant Accounting Policies, Accounting Policies Not Yet Adopted-Leases). Purchase Commitments In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of December 31, 2018, the Company had approximately $75 million of outstanding purchase commitments, primarily relating to service contracts for information technology, of which $45 million relates to the twelve months ending December 31, 2019. These purchase commitments extend through 2023. Contingencies Company Litigation The Company is involved in various claims, legal proceedings and governmental inquiries related to contract disputes, business practices, intellectual property and other commercial, employment and tax matters. The Company believes it has adequately accrued for such matters as appropriate or, for matters not requiring accrual, believes they will not have a material adverse effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and although the Company believes its accruals are adequate and/or that it has valid defenses in these matters, unfavorable resolutions could occur, which could have a material effect on the Company’s results of operations or cash flows in a particular reporting period. Standard Guarantees/Indemnification In the ordinary course of business, the Company enters into numerous agreements that contain standard guarantees and indemnities whereby the Company indemnifies another party for breaches of representations and warranties. In addition, many of these parties are also indemnified against any third-party claim resulting from the transaction that is contemplated in the underlying agreement. Such guarantees or indemnifications are granted under various agreements, including those governing (i) purchases, sales or outsourcing of assets or businesses, (ii) leases of real estate, (iii) licensing of trademarks, (iv) use of derivatives and (v) issuances of debt or equity securities. The guarantees or indemnifications issued are for the benefit of the (i) buyers in sale agreements and sellers in purchase agreements, (ii) landlords in lease contracts, (iii) licensees of the Company’s trademarks, (iv) financial institutions in derivative contracts and (v) underwriters in debt or equity security issuances. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement or extend into perpetuity (unless subject to a legal statute of limitations). There are no specific limitations on the maximum potential amount of future payments the Company could be required to make under these guarantees, nor is the Company able to develop an estimate of the maximum potential amount of future payments to be made under these guarantees, as the triggering events are not subject to predictability and there is little or no history of claims against the Company under such arrangements. With respect to certain of the aforementioned guarantees, such as indemnifications of landlords against third-party claims for the use of real estate property leased by the Company, the Company maintains insurance coverage that mitigates any potential payments to be made. Merger Related In connection with the potential Merger (as discussed in Note 1—Basis of Presentation and the Merger), Morgan Stanley & Co. LLC (“Morgan Stanley”) is acting as financial advisor of the Company. The Company has agreed to pay Morgan Stanley a fee for its services that is expected to be approximately $19 million, substantially all of which is contingent upon the closing of the Merger. The Company also has agreed to reimburse Morgan Stanley for certain expenses, including fees of outside counsel and other professional advisors, incurred in connection with its engagement. Further, under the terms of the Merger Agreement, if the Company terminates the Merger Agreement under certain circumstances after the No-Shop Period Start Date (as defined in the Merger Agreement), it must pay a termination fee of $62.3 million to Parent. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity | 16. Equity Description of Capital Stock The Company has authorized share capital of $1,962,500 consisting of 560,000,000 common shares of par value $0.0025 and 225,000,000 preference shares of par value $0.0025. Preference Shares Pursuant to Bermuda law and the Company’s bye-laws, the Company’s Board of Directors by resolution may establish one or more series of preference shares having such number of shares, designations, dividend rates, relative voting rights, conversion or exchange rights, redemption rights, liquidation rights and other relative participation, optional or other special rights, qualifications, limitations or restrictions as may be fixed by the Board without any further shareholder approval. The rights with respect to a series of preference shares may be greater than the rights attached to the Company’s common shares. It is not possible to state the actual effect of the issuance of any preference shares on the rights of holders of the Company’s common shares until the Company’s Board determines the specific rights attached to those preference shares. The effect of issuing preference shares could include, among other things, one or more of the following: · restricting dividends in respect of the Company’s common shares; · diluting the voting power of the Company’s common shares or providing that holders of preference shares have the right to vote on matters as a class; · impairing the liquidation rights of the Company’s common shares; or · delaying or preventing a change of control of the Company. Common Shares As of December 31, 2018, the Company had outstanding 126,436,176 common shares of par value of $0.0025. The share capital of the Company is divided into shares of a single class the holders of which, subject to the provisions of the bye-laws, are (i) entitled to one vote per share, (ii) entitled to such dividends as the Board may from time to time declare, (iii) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, entitled to the surplus assets of the Company and (iv) generally entitled to enjoy all of the rights attaching to shares. The Board may, subject to the bye-laws and in accordance with Bermudan legislation, declare a dividend to be paid to the shareholders, in proportion to the number of shares held by them. Such dividend may be paid in cash and/or in kind and is subject to limitations under the Company’s debt agreements. No unpaid dividend bears interest. The Board may elect any date as the record date for determining the shareholders entitled to receive any dividend. Dividends on Common Shares The Company’s Board of Directors declared the following cash dividends during the year ended December 31, 2018: Dividend Record Payment Amount Declaration Date Per Share Date Date (in $ thousands) February 16, 2018 $ March 1, 2018 March 15, 2018 $ 9,406 May 2, 2018 June 7, 2018 June 21, 2018 9,459 August 1, 2018 September 6, 2018 September 20, 2018 9,473 October 31, 2018 December 6, 2018 December 20, 2018 9,483 The Board may declare and make distributions to the members as may be lawfully made out of the assets of the Company. No unpaid distribution bears interest. Treasury Shares During the year ended December 31, 2018, on net share settlement on the vesting of equity awards, the Company purchased 208,103 common shares for a total amount of $3 million and used 35,646 common shares held in treasury of $1 million in relation to the vesting of certain equity awards. During the year ended December 31, 2017, on net share settlement on the vesting of equity awards, the Company purchased 752,534 common shares for a total amount of $11 million and used 41,009 common shares held in treasury of $1 million in relation to the vesting of certain equity awards. During the year ended December 31, 2016, on net share settlement on the vesting of equity awards, the Company purchased 115,857 common shares for a total amount of $2 million and used 51,893 common shares held in treasury of $1 million in relation to the vesting of certain equity awards. Purchase of Non-Controlling Interest in a Subsidiary In June 2016, the Company acquired an additional 40% of the equity of Travelport Locomote from the non-controlling shareholders for total consideration of $9 million. In May 2017, the Company acquired the remaining outstanding non-controlling interest in Travelport Locomote, bringing its total ownership to 100%, for a total consideration of $1 million. The excess of the carrying value of the non-controlling interest acquired over the consideration paid by the Company is recorded within additional paid-in-capital on the Company’s consolidated balance sheet, and the cash payment is presented as a financing activity in the Company’s consolidated statements of cash flow. In March 2018, the Company acquired an additional 32% of the equity of Travel-IT Beteiligungsgesellschaft GmbH from the non-controlling shareholders for $0 consideration. Upon such acquisition, the carrying value of the non-controlling interest was recorded within additional paid-in-capital on the Company’s consolidated balance sheet. There was no impact on the cons olidated statement of cash flows. Accumulated Other Comprehensive Loss Other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity (deficit), net of tax. Accumulated other comprehensive income (loss), net of tax, consisted of: Unrecognized Actuarial (Loss) Gain Accumulated Currency on Defined Other Translation Benefit Comprehensive (in $ thousands) Adjustments Plans Loss Balance as of January 1, 2016 $ (30,767) $ (146,740) $ (177,507) Activity during period, net of tax (1) (4,581) (7,984) (12,565) Balance as of December 31, 2016 (35,348) (154,724) (190,072) Activity during period, net of tax (1) 26,149 8,302 34,451 Balance as of December 31, 2017 (9,199) (146,422) (155,621) Activity during period, net of tax (1) (11,059) (8,273) (19,332) Balance as of December 31, 2018 $ (20,258) $ (154,695) $ (174,953) (1) The tax charge (credit) relates to unrecognized actuarial gain (loss) on defined benefit plans and was less than $1 million, $0 and $(1) million for the years ended December 31, 2018, 2017 and 2016, respectively. For currency translation adjustments, the tax impact was $0 for each of the years ended December 31, 2018, 2017 and 2016. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | 17. Equity-Based Compensation As of December 31, 2018, the Company has the following equity-based long-term incentive programs under which the Company has been authorized to grant equity awards, including time-based restricted share units (“RSUs”), performance-based restricted share units (“PSUs”) and/or stock options of the Company to the key employees and directors of the Company: · Travelport Worldwide Limited 2013 Equity Plan (“2013 Equity Plan”) (1) · Travelport Worldwide Limited Amended and Restated 2014 Omnibus Incentive Plan (“Amended 2014 Equity Plan”) (2) · Travelport Worldwide Limited 2014 Employee Stock Purchase Plan (“2014 ESPP”) (3) (1) A total of 7.0 million common shares are authorized for equity grants under the Company’s 2013 Equity Plan. As of December 31, 2018, the number of common shares available for grant under this plan was 0.2 million. (2) A total of 14.9 million common shares are authorized for equity grants under the Company’s Amended 2014 Equity Plan. As of December 31, 2018, the number of common shares available for grant under this plan was 7.0 million. (3) A total of 2.4 million common shares are authorized for issuance under the Company’s 2014 ESPP. As of December 31, 2018, the number of common shares available for issuance under this plan was 1.8 million. RSUs Under the Company’s equity compensation plans, the Company grants RSUs, which generally vest one-fourth annually over a period of four years, if the employee continues to remain in employment during the vesting period. RSUs granted to the Company’s non-employee directors generally vest over one year. The Company’s non-employee directors are considered as employees for the purposes of its equity-based compensation accounting. RSUs accrue dividend equivalents associated with the underlying common shares as dividends are declared by the Company. Dividends will generally be paid to holders of RSUs in cash upon the vesting of the associated RSUs and will be forfeited should the RSUs not vest. The RSUs do not have an exercise price and the fair value of the RSUs is considered to be the closing market price of the Company’s common shares at the date of grant. Certain of the Company’s RSUs may be settled by the issuance of common shares held in treasury. In line with the Company’s accounting policy, the compensation costs related to RSUs are expensed on a straight-line basis. During the year ended December 31, 2018, the Company granted 596,063 RSUs as part of its annual grant program. The Company further granted 202,100 RSUs to certain employees that cliff-vest approximately two years from the grant date upon continued employment of the employees during the vesting period. The table below presents the activity of the Company’s RSUs for the year ended December 31, 2018: Weighted Average Number of Grant Date (in dollars, except number of RSUs) RSUs Fair Value Balance as of January 1, 2018 1,526,280 $ 13.01 Granted at fair market value 857,133 $ 14.62 Vested (1) (518,364) $ 13.40 Forfeited (427,584) $ 13.38 Balance as of December 31, 2018 (2) 1,437,465 $ 13.71 (1) During the year ended December 31, 2018, the Company completed net share settlements for 186,904 common shares in connection with employee taxable income created upon vesting of RSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by the Company. Further, in respect of 51,396 of the vested RSUs, certain directors of the Company elected to defer receiving common shares until termination of their service as a director of the Company. (2) As of December 31, 2018, an aggregate of 101,937 RSUs held by certain directors of the Company are excluded from this balance as the directors have elected to defer receiving common shares until termination of their service as a director of the Company. The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2018, 2017 and 2016 was $14.62, $12.46 and $13.29 per RSU, respectively. The fair value of the RSUs vested during the years ended December 31, 2018, 2017 and 2016 was $7 million, $8 million and $3 million, respectively. Cash dividends accrued and paid for the years ended December 31, 2018, 2017 and 2016 were not material to the consolidated financial statements. PSUs Under the Company’s equity compensation plans, the Company grants PSUs, which generally have a cliff-vesting feature whereby the PSUs vest at the end of approximately three years from the date of the grant, based on the satisfaction of certain performance conditions and continued employment of the employee during the vesting period. The ultimate number of PSUs that will vest also depends on the Company’s ranking within a group of companies based on achievement of its total shareholder’s return (“TSR”) during the applicable performance period compared to the TSR of the companies within the selected group. However, the total number of all the outstanding PSUs that will ultimately vest will not exceed 200% of the original grant. Each reporting period, the Company assesses the probability of vesting and, if there is any change in such probability, the Company records the cumulative effect of the adjustment in the current reporting period. All of the PSUs will be settled in the Company’s common shares. PSUs accrue dividend equivalents associated with the underlying common shares as the dividends are declared by the Company. Dividends will generally be paid to holders of the PSUs in cash upon the vesting of the associated PSUs and will be forfeited should the PSUs not vest. The PSUs do not have an exercise price. For PSUs earned based on market conditions, the Company utilizes a Monte Carlo simulation to determine the fair value of these awards at the date of grant. Where there are no market conditions, the fair value of the PSUs is considered to be the closing market price of the Company’s common shares at the date of grant. Certain of the Company’s PSUs may be settled by the issuance of common shares held in treasury. In line with the Company’s accounting policy, the compensation costs related to the PSUs are expensed on a straight-line basis. During the year ended December 31, 2018, the Company granted 1,444,522 PSUs, including 1,246,803 PSUs as part of its annual grant program. The table below presents the activity of the Company’s PSUs for the year ended December 31, 2018: Weighted Average Number of Grant Date (in dollars, except number of PSUs) PSUs Fair Value Balance as of January 1, 2018 2,694,999 $ 13.10 Change in estimate (1) 428,812 $ Granted at fair market value 1,444,522 $ 16.33 Forfeited (1,124,039) $ Vested (2) (68,440) $ 13.63 Balance as of December 31, 2018 (3) 3,375,854 $ (1) Represents an increase in the number of original PSUs granted based on the final achievement of performance criteria at the end of the performance period. (2) During the year ended December 31, 2018, the Company completed net share settlements for 21,199 common shares in connection with employee taxable income created upon vesting of PSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by the Company. (3) The total estimated awards that will ultimately vest based on the Company’s forecasted performance against the pre-defined targets and before considering any adjustments that may be necessary based on the ranking of the Company’s TSR compared to the TSR of the selected group is expected to be 2,046,378 PSUs. The weighted average grant-date fair value of PSUs granted during the years ended December 31, 2018, 2017 and 2016 was $16.33, $12.99 and $13.23 per PSU, respectively. The fair value of the PSUs vested during the years ended December 31, 2018, 2017 and 2016 was $1 million, $23 million and $2 million, respectively. Cash dividends accrued and paid for the years ended December 31, 2018, 2017 and 2016 were not material to the consolidated financial statements. Stock Options Under the Company’s equity compensation plans, stock options are generally granted with exercise price equal to the market price of the share on the date of grant. The options generally vest one-quarter, annually, over a period of four years, if the employee continues to remain in employment during the vesting period. The contractual term of the option is generally ten years from the date of grant, unless the holder’s employment is terminated sooner. The Company’s equity compensation plans generally provide that, in case of voluntary termination of employment, any vested options are exercisable for a period of 30 days from the date of voluntary termination. Where an employment has been terminated involuntarily, the holder generally has 90 days to exercise any vested options. There were no options granted during the years ended December 31, 2018 and 2017. The weighted average grant-date fair value of options granted during the year ended December 31, 2016 was $4.03 per option. This value was estimated on the date of grant using the Black-Scholes option pricing model. The following table summarizes the weighted average assumptions used for grants in the years ended December 31: 2018 2017 2016 Expected term from grant date (in years) — — 6.25 Risk free interest rate — — 1.27% to 1.97% Expected volatility — — 35% to 40% Dividend yield — — 2% The table below presents the activity of the Company’s stock options for the year ended December 31, 2018: Weighted Average Remaining Weighted Average Contractual Aggregate Exercise Price Terms Intrinsic Value Number of Options (in dollars) (in years) (in $ thousands) Balance as of January 1, 2018 2,352,928 $ 13.51 Exercised (594,616) $ 11.68 Forfeited (289,096) $ 13.67 Expired (46,112) $ 15.58 Balance as of December 31, 2018 1,423,104 $ 14.17 $ 2,283 Exercisable as of December 31, 2018 934,525 $ 14.65 $ 1,130 Expected to vest as of December 31, 2018 488,579 $ 13.26 7.21 $ 1,153 During the years ended December 31, 2018 and 2017, an aggregate of 594,616 and 79,900 stock options were exercised, respectively. There were no stock options exercised during the year ended December 31, 2016. 2014 ESPP In September 2014, the Company’s Board of Directors adopted the 2014 ESPP, which is intended to provide employees of the Company with an opportunity to acquire an interest in the Company through the purchase of common shares. For U.S. participants, the purchase price per common share is equal to 85% of the fair market value of the Company’s common shares at the end of the purchase period, which is three months. For U.K. and Ireland participants, the purchase price per common share is equal to 100% of the fair market value of the Company’s common shares at the end of the purchase period, which is three months; however, the Company provides “matching shares” equal to 100% of the common shares purchased by the U.K. and Ireland participants. Matching shares are forfeited if the U.K. and Ireland participant terminates employment within three years after the purchase date. During the years ended December 31, 2018, 2017 and 2016, 167,642 common shares, 202,228 common shares and 194,376 common shares, respectively, were issued under the 2014 ESPP. The compensation expense recognized under the 2014 ESPP for the years ended December 31, 2018, 2017 and 2016 were not material to the Company’s consolidated financial statements. As of December 31, 2018, pursuant to the terms of the Merger Agreement and pending the completion of the Merger, the Company suspended the 2014 ESPP, and no further contributions are being taken from the participants. All participant contributions received through December 31, 2018 were used to purchase common shares of the Company in accordance with the terms of the 2014 ESPP. Subsidiary Equity-Based Compensation The Company’s majority owned subsidiary, eNett, has an equity-based long-term incentive program pursuant to which certain employees and directors of eNett were granted the right to purchase eNett’s equity units for an exercise price ranging from $1.00 to $12.58 per share of eNett. The equity units vest upon satisfaction of certain performance and service conditions. As of December 31, 2018, of the approximately 5.0 million equity units granted for accounting purposes, 4.0 million equity units have vested. Additionally, the Board of Directors of eNett has approved approximately 1.0 million equity units which are available for future grants. As of December 31, 2018, the Company owns approximately 69% of eNett after considering the impact of vested equity units. For the years ended December 31, 2018, 2017 and 2016, total equity-based compensation related to eNett equity awards amounted to $4 million, $5 million and $3 million, respectively. Expense Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016 amount to $17 million, $33 million and $32 million ($15 million, $31 million and $30 million after tax), respectively. The total income tax benefit related to stock-based compensation expense was $2 million for each of the years ended December 31, 2018, 2017 and 2016. The Company expects the future equity-based compensation expense in relation to awards recognized for accounting purposes as being granted as of December 31, 2018 will be approximately $14 million, $7 million and $1 million for RSUs, PSUs and stock options, respectively, based on the fair value on the grant date and which are expected to be recognized over a weighted average period of 2.41, 1.14 and 1.33 years for RSUs, PSUs and stock options, respectively. |
Income Per Share
Income Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Income Per Share | 18. Income Per Share The following table reconciles the numerators and denominators used in the computation of basic and diluted income per share from continuing operations: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands, except share data) 2018 2017 2016 Numerator – Basic and Diluted Income per Share: Net income from continuing operations $ 47,426 $ 138,273 $ 15,046 Net (income) loss attributable to non-controlling interest in subsidiaries (2,545) 2,183 1,774 Net income from continuing operations attributable to the Company $ 44,881 $ 140,456 $ 16,820 Denominator – Basic Income per Share: Weighted average common shares outstanding 126,037,947 124,530,102 123,871,479 Income per share from continuing operations – Basic $ 0.36 $ 1.13 $ 0.14 Denominator – Diluted Income per Share: Number of common shares used for basic income per share from continuing operations 126,037,947 124,530,102 123,871,479 Weighted average effect of dilutive securities RSUs / PSUs 1,782,868 1,376,840 1,438,393 Stock options 102,771 101,591 86,613 Weighted average common shares outstanding 127,923,586 126,008,533 125,396,485 Income per share from continuing operations – Diluted $ 0.35 $ 1.11 $ 0.13 Basic income per share is based on the weighted average number of common shares outstanding during each period. Diluted income per share is based on the weighted average number of common shares outstanding and the effect of all dilutive common share equivalents during each period. For the years ended December 31, 2018, 2017 and 2016, the Company had 1.0 million, 2.3 million and 2.0 million, respectively, of weighted average common share equivalents primarily associated with the Company’s stock options that were excluded from the calculation of diluted income per share as their inclusion would have been antidilutive, as the common shares repurchased from the total assumed proceeds applying the treasury stock method exceeded the shares that would have been issued. |
Segment and Geographical Inform
Segment and Geographical Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 19. Segment and Geographical Information The Company has two operating and reportable segments: Travel Solutions and Payment Solutions. The segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the Chief Operating Decision Maker (“CODM”) (the chief executive officer) in determining how to allocate resources and evaluate performance. The segments are determined based on several factors, including client base, homogeneity of products and services, technology, delivery channels and similar economic characteristics. Comprised of Air, Beyond Air (excluding Payment Solutions) and Technology Services, Travel Solutions primarily provides distribution and merchandising solutions for airline, hotel, car rental, rail, cruise-line and tour operators, digital services, advertising and an array of additional platform services. Payment Solutions comprise B2B travel payment solutions through eNett. eNett’s core offering is a virtual payment solution that automatically generates unique Mastercard numbers used to process payments globally. The CODM evaluates segment performance based primarily on net revenue and Segment Adjusted EBITDA, as described below. In addition, the CODM regularly reviews revenue by transaction type. The accounting policies of our segments are the same as those described in the summary of significant accounting policies (see Note 2–Summary of Significant Accounting Policies). There are no material inter-segment transactions and revenues for any period presented. As the two reportable segments are managed substantially on a separate basis, including each having their individual corporate functions, there are no material central/common corporate transaction expenses such as finance, treasury, tax, legal and marketing that are to be allocated among the reportable segments. The CODM evaluates segment operating performance at the Segment Adjusted EBITDA level for each of the two reportable segments. The CODM does not review total assets by segment and operating performance evaluations and resource allocation decisions are not made on the basis of total assets by segment. As a result, the Company has not provided information about total segment assets. The Company defines Segment Adjusted EBITDA as net income (loss) of the segment excluding depreciation and amortization of property and equipment and acquired intangible assets, amortization of customer loyalty payments, certain components of defined benefit pension and post-retirement benefit plans, interest expense, net, provision for (benefit from) income taxes, gain (loss) on early extinguishment of debt, and items that the Company’s management and the CODM view as outside the normal course of operations such as, income (loss) from discontinued operations, gain (loss) on sale of a subsidiary, non-cash equity-based compensation, non-cash impairment of long-lived assets, certain corporate and restructuring costs, certain litigation and related costs, and other non-cash items such as unrealized foreign currency gains (losses) on earnings hedges, and unrealized gains (losses) on interest rate derivate instruments. Segment Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies, since companies and investors may differ as to what items should be included in its calculations. Further, Segment Adjusted EBITDA provides management and investors with a measure to analyze the operating performance of each of the Company’s business segments and its enterprise value against historical data and competitors’ data, although historical results may not be indicative of future results. The tables below set forth net revenue by segment, and net revenue disaggregated by its source: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ 2,235,789 $ 2,253,513 $ 2,200,932 Payment Solutions 315,275 193,766 150,424 Net revenue $ 2,551,064 $ 2,447,279 $ 2,351,356 Year Ended December 31, (in $ thousands) 2018 2017 2016 Air $ 1,706,273 $ 1,701,097 $ 1,651,316 Beyond Air 747,748 640,038 579,133 Travel Commerce Platform 2,454,021 2,341,135 2,230,449 Technology Services 97,043 106,144 120,907 Net revenue $ 2,551,064 $ 2,447,279 $ 2,351,356 The table below sets forth Segment Adjusted EBITDA: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ 552,637 $ 569,186 $ 556,348 Payment Solutions 37,480 20,827 18,001 Segment Adjusted EBITDA $ 590,117 $ 590,013 $ 574,349 The table below sets forth segment depreciation and amortization: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ $ $ Payment Solutions Depreciation and amortization $ $ $ The table below sets forth segment equity-based compensation: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ $ $ Payment Solutions Equity-based compensation $ $ $ The table below reconciles net income to total Segment Adjusted EBITDA: Year Ended December 31, (in $ thousands) 2018 2017 2016 Net income $ 75,173 $ 140,280 $ 15,046 Adjustments: — — — Amortization of acquired intangible assets 40,662 40,854 47,095 Gain on sale of a subsidiary — (1,217) — Loss on early extinguishment of debt 27,735 5,366 4,333 Equity-based compensation and related taxes 16,921 34,739 31,788 Corporate and restructuring costs 31,715 24,998 38,772 Impairment of long-lived assets 17,505 1,763 11,152 Income from discontinued operations (27,747) (2,007) — Depreciation and amortization of property and equipment 157,687 163,756 162,314 Amortization of customer loyalty payments 82,487 74,651 71,137 Interest expense, net 103,990 117,001 145,313 Other expense 995 — — Provision for income taxes 38,091 32,230 29,753 Other – non-cash (1) 24,903 (42,401) 17,646 Segment Adjusted EBITDA $ 590,117 $ 590,013 $ 574,349 (1) Includes (i) unrealized losses (gains) on foreign currency derivative contracts of $26 million, $(31) million and $11 million for the years ended December 31, 2018, 2017 and 2016, respectively, (ii) unrealized (gains) losses on interest rate derivative contracts of $(1) million, $(6) million and $6 million for the years ended December 31, 2018, 2017 and 2016, respectively, (iii) $8 million related to revenue deferred in previous years for the year ended December 31, 2017 and (iv) other expenses/losses of $1 million, $2 million and $1 million for the years ended December 31, 2018, 2017 and 2016, respectively. The Company maintains operations in the United States, United Kingdom and other international territories. The table below presents the Company’s net revenue and long-lived assets by geographic location: United United All Other (in $ thousands) States Kingdom Countries Total Net Revenue Year Ended December 31, 2018 689,677 193,584 1,667,803 Year Ended December 31, 2017 699,878 189,216 1,558,185 Year Ended December 31, 2016 740,573 197,551 1,413,232 Long-Lived Assets As of December 31, 2018 450,038 13,007 32,654 495,699 As of December 31, 2017 387,845 13,339 30,557 431,741 As of December 31, 2016 399,307 13,832 17,907 431,046 No single customer accounted for 10 percent or more of the Company’s net revenue for the years ended December 31, 2018, 2017 or 2016 . Similarly, no single customer accounted for 10 percent or more of the accounts receivable balance as of December 31, 2018 or 2017. Net revenue by country is determined by the location code for the segment booking for Travel Commerce Platform revenue and the domicile of the legal entity receiving the revenue for Technology Services revenue. Travel Commerce Platform revenue, consisting of Air and Beyond Air, accounts for 96% of total net revenue, with revenue from Technology Services accounting for the remaining 4%, for the year ended December 31, 2018. Long-lived assets exclude financial instruments, deferred taxes, goodwill and intangible assets . |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 20. Discontinued Operations In connection with the sale of the Gullivers Travel Associates business to Kuoni in 2011, the Company agreed to indemnify Kuoni through January 2018 for certain potential liabilities relating to pre-sale events. As no further obligations arose under the indemnity, the Company released the remaining balance of the indemnity provision of $28 million during the first quarter of 2018, which is included within income from discontinued operations, net of tax, in the consolidated statements of operations. This release of the indemnity provision did not have any impact on the consolidated statements of cash flows. |
Schedule II-Valuation and Quali
Schedule II-Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2018, 2017 AND 2016 Balance at Charged to Write-Offs Balance at Beginning of Expense or Other and Other End of (in $ thousands) Period Accounts Adjustments Period Allowance for Doubtful Accounts: Year ended December 31, 2018 10,245 492 (2,322) 8,415 Year ended December 31, 2017 13,430 2,901 (6,086) 10,245 Year ended December 31, 2016 14,575 2,162 (3,307) 13,430 Valuation Allowance for Deferred Tax Assets: Year ended December 31, 2018 186,519 (10,507) 110,871 (1) 286,883 Year ended December 31, 2017 215,795 4,374 (2) (33,650) 186,519 Year ended December 31, 2016 383,357 12,410 (179,972) 215,795 (1) Includes $101 million of valuation allowance on deferred tax assets related to intra-group intangibles (see Note 4 —Income Taxes). (2) Includes the impact of U.S. Tax Reforms |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation Policy | Consolidation Policy The Company’s financial statements include the accounts of Travelport, Travelport’s wholly-owned subsidiaries and entities controlled by Travelport, including where control is exercised by owning a majority of the entity’s outstanding shares (eNett International (Jersey) Limited (“eNett”) and Travel-IT Beteiligungsgesellschaft GmbH). The Company divested its 51% ownership interest in IGT Solutions Private Ltd. in April 2017. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classification of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results may differ materially from those estimates. The Company’s accounting policies, which include significant estimates and assumptions, including (i) the estimation of the collectability of accounts receivable, including amounts due from airlines that are in bankruptcy or that have faced financial difficulties, (ii) amounts for future cancellations of airline bookings processed through the Travel Commerce Platform, (iii) the determination of the fair value of assets and liabilities acquired in a business combination, (iv) the evaluation of the recoverability of the carrying value of property and equipment, goodwill and intangible assets, (v) discount rates and long-term rates of return affecting the calculation of the assets and liabilities associated with the Company’s employee benefit plans, (vi) performance-based equity awards expected to vest and (vii) the evaluation of uncertainties surrounding the calculation of the Company’s tax assets and liabilities. |
Revenue Recognition | Revenue Recognition From January 1, 2018, the Company adopted the new revenue recognition guidance issued by the Financial Accounting Standards Board (“FASB”) (see Note 3—Revenue). The Company provides global transaction processing and computer reservation services and provides travel marketing information to airline, car rental and hotel customers, as described below. Travel Commerce Platform Revenue Travel Commerce Platform revenue primarily utilizes a transaction volume model to recognize revenue. The Company charges a fee per segment booked. The Company also receives a fee for cancellations of bookings previously made on the Company’s platform and a fee for tickets issued by the Company that were originally booked on an alternative system. Revenue for air bookings is recognized at the time of reservation, net of estimated cancellations and anticipated incentives payable to customers. Cancellations prior to the date of departure are estimated based on the historical level of cancellations (net of cancellation fees). The Company’s Beyond Air portfolio includes hospitality, Payment Solutions, digital services, advertising and other platform services. Revenue for hotel reservations is recognized upon check-in, and revenue for car reservations is recognized upon pick-up, as such reservations can generally be cancelled without penalty. The Company’s Payment Solutions revenue is earned primarily as a percentage of total transaction value in the form of a share of interchange and other fees. Revenue is recognized when the payment is settled. The Company collects subscription fees from travel agencies, internet sites and other subscribers to access the applications on its Travel Commerce Platform, including providing the ability to access schedule and fare information, book reservations and issue tickets. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided. Technology Services Revenue The Company collects fees, generally on a monthly basis under long-term contracts, for providing critical IT services to airlines, such as shopping, ticketing, departure control, business intelligence and other solutions. Where the contractual terms are on a subscription basis with fixed amounts of fees, revenue is recognized ratably over the contract period as the performance obligation is satisfied over time. Where the contractual terms are transaction-based with fees charged per transaction, revenue is recognized as the services are provided. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of direct costs incurred to generate the Company’s revenue, including commissions paid to travel agencies and third-party operators (“Operators”), amortization of customer loyalty payments, incentives paid to travel agencies who subscribe to the Company’s Travel Commerce Platform and costs for call center operations, data processing and related technology costs. Cost of revenue excludes depreciation and amortization of acquired intangible assets comprising of customer relationships. Commission payments represent consideration paid to travel agencies and Operators for reservations made on the Company’s Travel Commerce Platform. Commissions are provided in two ways depending on the terms of the contract: (i) variable per segment on a periodic basis over the term of the contract and (ii) upfront at the inception or modification of the contract. Variable commissions are accrued in a period based on the estimated number of segments to be booked by the travel agent. For upfront commissions, the Company establishes liabilities for these loyalty payments at the inception of the contract and capitalizes the customer loyalty payments as intangible assets. The amortization of the customer loyalty payments is then recognized as a component of revenue or cost of revenue over the life of the contract on a straight-line basis (unless another method is more appropriate), as the Company expects the benefit of those assets, which are the segments booked on its Travel Commerce Platform, to be realized evenly over the life of the contract. In markets not supported by the Company’s sales and marketing organizations, the Company utilizes an Operator structure, where feasible, in order to take advantage of the Operator’s local industry knowledge. The Operator is responsible for cultivating the relationship with travel agencies in its territory, installing travel agents’ computer equipment, maintaining the hardware and software supplied to the travel agencies and providing ongoing customer support. The Operator earns a share of the booking fees generated in the Operator’s territory. Cost of revenue also includes incentive payments to travel agencies for using the Company’s Payment Solutions and bank service charges. These commission costs are recognized in the same accounting period as the revenue generated from the related activities. The direct technology costs related to revenue production, consisting of the development and maintenance costs for the mainframes, servers and software that is the shared infrastructure used to run the Company’s Travel Commerce Platform and Technology Services is included in revenue. Such costs consist of (i) service contracts with technology service providers, including on-site around-the-clock support for computer equipment and the cost of software licenses used to run the Company’s Travel Commerce Platform and its data centers, (ii) other operating costs associated with running the Company’s Travel Commerce Platform, including facility and related running costs of the Company’s data centers, (iii) telecommunication and technology costs related to maintaining the networks between the Company and its travel providers and its hosting solutions and (iv) salaries and benefits paid to employees and fees paid to third-party IT development companies for the development, delivery and implementation of software, the maintenance of mainframes, servers and software used in the Company’s data centers and customer support, including call center operations. Direct technology costs are recognized as expenses in the period when the liability is incurred. |
Advertising Expense | Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in selling, general and administrative expenses on the consolidated statements of operations, was approximately $19 million, $18 million and $19 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Income Taxes | Income Taxes The provision for income taxes for annual periods is determined using the asset and liability method, under which deferred tax assets and liabilities are calculated based on the temporary differences between the financial statement carrying amounts and income tax bases of assets and liabilities using currently enacted tax rates. The deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the deferred tax assets, net of a valuation allowance, is primarily dependent on the ability to generate taxable income. A change in the Company’s estimate of future taxable income may require an addition or reduction to the valuation allowance. The benefit from an uncertain income tax position is not recognized if it has less than a 50% likelihood of being sustained upon audit by the relevant authority. For positions that are more than 50% likely to be sustained, the benefit is recognized at the largest amount that is more-likely-than-not to be sustained. Where a net operating loss (“NOL”) carried forward, a similar tax loss or a tax credit carry forward exists, an unrecognized tax benefit is presented as a reduction to a deferred tax asset. Otherwise, the Company classifies its obligations for uncertain tax positions as other non-current liabilities. Liabilities expected to be paid within one year are included in the accrued expenses and other current liabilities account. Interest and penalties are recorded in both the accrued expenses and other current liabilities and other non-current liabilities accounts. The Company recognizes interest and penalties accrued related to unrecognized tax positions as part of the provision for income taxes. Changes in tax rates and tax laws are accounted for in the period of enactment. On December 22, 2017, the U.S. government enacted comprehensive changes to its tax legislation under the Tax Cuts and Jobs Act (“U.S. Tax Reforms”) (see Note—4 Income Taxes). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s trade receivables are reported in the consolidated balance sheets net of an allowance for doubtful accounts. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, failure to pay amounts due to the Company or other known customer liquidity issues), the Company records a specific reserve for bad debts in order to reduce the receivable to the amount reasonably believed to be collectible. For all other customers, the Company recognizes a reserve for estimated bad debts. Due to the number of different countries in which the Company operates, its policy of determining when a reserve is required to be recorded considers the appropriate local facts and circumstances that apply to an account. Accordingly, the length of time to collect does not necessarily indicate an increased credit risk. In all instances, local review of accounts receivables is performed on a regular basis by considering factors such as historical experience, credit worthiness, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. Bad debt expense is recorded in selling, general and administrative expenses on the consolidated statements of operations and amounted to $3 million, $3 million and $2 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Derivative Instruments | Derivative Instruments The Company uses derivative instruments as part of its overall strategy to manage exposure to market risks primarily associated with fluctuations in foreign currency and interest rates. All derivatives are recorded at fair value either as assets or liabilities. As a matter of policy, the Company does not use derivatives for trading or speculative purposes and does not offset derivative assets and liabilities. As of December 31, 2018 and 2017, the Company did not designate any derivative contracts as accounting hedges. Changes in the fair value of derivatives not designated as hedging instruments are recognized directly in earnings in the consolidated statements of operations. |
Fair Value Measurement | Fair Value Measurement The financial assets and liabilities on the Company’s consolidated balance sheets that are required to be recorded at fair value on a recurring basis are assets and liabilities related to derivative instruments and available-for-sale securities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. The Company determines the fair value of its derivative instruments using pricing models that use inputs from actively quoted markets for similar instruments that do not entail significant judgment. These amounts include fair value adjustments related to the Company’s own credit risk and counterparty credit risk. When such adjustments constitute more than 15% of the unadjusted fair value of derivative instruments for two successive quarters, the entire instrument is classified within Level 3 of the fair value hierarchy. The Company determines the fair value of its available-for-sale securities based on the quoted market price of the security as of the reporting date. The change in fair value for available-for-sale securities is recorded, net of taxes, as a component of accumulated other comprehensive loss on the consolidated balance sheets. |
Property and Equipment | Property and Equipment Property and equipment (including leasehold improvements) are recorded at historical cost, net of accumulated depreciation and amortization. Depreciation, recorded as a component of depreciation and amortization expense on the consolidated statements of operations, is computed using the straight-line method over the estimated useful lives of the related assets. Amortization of leasehold improvements, also recorded as a component of depreciation and amortization, is computed using the straight-line method over the shorter of the estimated benefit period of the related assets or the lease term. Useful lives of various property and equipment are as follows: Capitalized software 2 to 10 years Computer equipment 3 to 7 years Buildings up to 30 years Leasehold improvements up to 20 years Capitalization of software developed for internal use commences during the development phase of the project. The Company amortizes software developed for internal use on a straight-line basis when such software is substantially ready for use. For the years ended December 31, 2018, 2017 and 2016, the Company amortized software costs developed for internal use of $101 million, $110 million and $108 million, respectively, as a component of depreciation and amortization expense on the consolidated statements of operations. The Company’s policy is to capitalize interest cost as a component of historical cost where an asset is being constructed for the Company’s own use. The amount of interest on capital projects capitalized was $3 million, $2 million and $4 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The Company’s intangible assets with indefinite-lives comprise of goodwill, trademarks and tradenames. These indefinite-lived intangible assets are not amortized, but rather, are tested for impairment annually, or more frequently if circumstances indicate an impairment may have occurred. The Company’s amortizable intangible assets comprise (i) acquired intangible assets, consisting of customer and vendor relationships and (ii) customer loyalty payments. The Company generally amortizes these intangible assets on a straight-line basis (unless another method is more appropriate) over their estimated useful lives of: Acquired intangible assets 5 to 25 years Customer loyalty payments 2 to 10 years (contract period) |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate an impairment may have occurred. The Company may qualitatively assess impairment factors to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying value and if, as a result of qualitative assessment or if the Company determines quantitatively that the fair value of the reporting unit (determined utilizing estimated future discounted cash flows and assumptions that it believes marketplace participants would utilize) is less than its carrying value, the Company proceeds to assess impairment of goodwill. The level of impairment is assessed by allocating the total estimated fair value of the reporting unit to the fair value of the individual assets and liabilities of that reporting unit, as if that reporting unit is being acquired in a business combination. The remaining value represents the implied fair value of the goodwill, which if lower than its carrying value results in an impairment of goodwill to the extent the carrying value of goodwill exceeds its implied fair value. Other indefinite-lived assets are tested for impairment by estimating their fair value utilizing estimated future discounted cash flows attributable to those assets and are written down to the estimated fair value where necessary. The Company uses comparative market multiples, if available, and other factors to corroborate the discounted cash flow results. The Company performs its annual impairment testing for goodwill and other indefinite-lived intangible assets in the fourth quarter of each year, subsequent to substantially completing its annual forecasting process, or more frequently if circumstances indicate an impairment may have occurred. The Company performed its annual impairment testing during the fourth quarter of 2018 and did not identify any impairment. The Company evaluates the recoverability of its other long-lived assets, including definite-lived intangible assets, if circumstances indicate an impairment may have occurred. This analysis is performed by comparing the respective carrying values of the assets to the current and expected future cash flows, on an undiscounted basis, to be generated from such assets. If such analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is reduced to fair value through a charge to the consolidated statements of operations. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of accumulated foreign currency translation adjustments, unrealized actuarial gains and losses on defined benefit plans, share of unrealized gains and losses of accumulated other comprehensive income (loss) of equity method investments and unrealized gain and losses related to available-for-sale securities. |
Foreign Currency | Foreign Currency On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated at period end exchange rates and their results of operations are translated into U.S. dollars at the average exchange rates for the period. The gains and losses resulting from translation of these financial statements into U.S. dollars, are included in accumulated other comprehensive income (loss) on the consolidated balance sheets and are included in net income (loss) only upon sale or liquidation of the underlying non-U.S. dollar functional currency entity. Transactions in currencies other than the functional currency of an entity are recorded at the rate of exchange prevailing on the date of the transaction. Monetary assets and liabilities in currencies other than the functional currency are translated at the rate of exchange prevailing at the balance sheet date. Gains and losses resulting from such transactions and translations are included in earnings as a component of selling, general and administrative expense, in the consolidated statements of operations, except where the balances in non-U.S. dollar functional currency represent certain intercompany loans determined to be of long-term investment in nature, in which case, the translation gains and losses are included in accumulated other comprehensive income (loss) on the consolidated balance sheets. The effect of exchange rates on cash balances denominated in foreign currency is included as a separate component in the consolidated statements of cash flows. |
Equity-Based Compensation | Equity-Based Compensation The Company has equity-based compensation plans that provide for grants of restricted share units (“RSUs”), performance share units (“PSUs”) and stock options to key employees and non-employee directors of the Company who perform services for the Company. The Company expenses all equity-based compensation on a straight-line basis over the requisite service period based upon the fair value of the award on the date of grant, the estimated achievement of any performance targets and anticipated staff retention. The awards granted under the Company’s equity-based compensation plans are classified as equity and included as a component of equity on the Company’s consolidated balance sheets, as the ultimate payment of such awards will not be achieved through the use of the Company’s cash or other assets. |
Net Income Per Common Share | Net Income Per Common Share Basic net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income available to the Company by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, unvested RSUs and unvested PSUs outstanding during the period, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect would be antidilutive. PSUs are excluded from the computation of diluted net income per common share until the related performance criteria have been met. |
Pension and Other Post-Retirement Benefits | Pension and Other Post-Retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of selling, general and administrative expense, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company also maintains other post-retirement health and welfare benefit plans for certain eligible employees. The Company recognizes the funded status of its pension and other post-retirement defined benefit plans within other non-current assets, accrued expenses and other current liabilities and other non-current liabilities on its consolidated balance sheets. The measurement date used to determine benefit obligations and the fair value of assets for all plans is December 31 of each year. Pension and other post-retirement defined benefit costs are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, healthcare costs and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different to expected returns and from changes in the projected benefit obligation and are deferred within accumulated other comprehensive income (loss), net of tax. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted Equity-Based Compensation—Modification Accounting In May 2017, the FASB issued guidance clarifying when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This guidance does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The Company adopted the provisions of this guidance prospectively effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Pension In March 2017, the FASB issued guidance on the presentation of net periodic pension cost and post-retirement benefit cost (“net benefit cost”). The new guidance requires the service cost component of net benefit cost to be presented as part of the other employee compensation costs in operating income, which can be further considered for capitalization as part of the capitalization policy, and present the other components of net benefit cost, including interest costs, expected return on plan assets and amortization of actuarial gain or loss (the “other components”) separately, in one or more line items, outside of operating income. Further, the new guidance requires the disclosure of the line items that contain the other components of net benefit cost in the footnotes to the financial statements if they are not presented on appropriately described separate lines in the statement of operations. The Company adopted the provisions of this guidance effective January 1, 2018, as required under the guidance, and for the years ended December 31, 2017 and 2016, the Company reclassified $3 million and $2 million, respectively, related to the other components from selling, general and administrative expense to other expense within the consolidated statements of operations. The adoption of this guidance did not have an impact on the Company’s net income, consolidated balance sheets or statements of cash flows. Goodwill Impairment In January 2017, the FASB issued guidance to simplify the accounting for goodwill impairment. The guidance removes step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under this guidance, a goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value. The new guidance is applicable for interim and annual reporting periods beginning after December 15, 2019. Early adoption of the amendments in the guidance is permitted for any impairment tests performed after January 1, 2017 and requires its application using a prospective transition method. The Company early adopted the provisions of this guidance effective January 1, 2018. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Restricted Cash In November 2016, the FASB issued guidance that requires entities to include restricted cash as part of cash and cash equivalents in the statement of cash flows. The guidance also requires a reconciliation of cash, cash equivalents and restricted cash balances disclosed in the balance sheet with the corresponding amounts as shown in the statement of cash flows. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. Upon adoption, this guidance did not have impact on the Company’s consolidated financial statements however, as of December 31, 2018, the Company had $3 million of restricted cash that is included with cash and cash equivalents in its consolidated statements of cash flows (see Note 8—Other Non-Current Assets). Income Taxes In October 2016, the FASB issued guidance Statement of Cash Flows In August 2016, the FASB issued guidance on classification of certain cash receipts and cash payments in the statement of cash flows. The guidance provides specific guidance relating to classification of certain items, including cash payments for debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, distributions received from equity method investments and cash flows classification based on its predominate source or use. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Financial Instruments In January 2016, the FASB issued guidance that amends the current guidance on the classification and measurement of financial instruments. The guidance significantly revises the accounting related to (i) the classification and measurement of investments in equity securities of unconsolidated subsidiaries (other than those accounted for using the equity method of accounting) and (ii) the presentation of certain fair value changes for financial liabilities measured at fair value. The guidance also amends certain disclosure requirements associated with the fair value of financial instruments. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements. Revenue Recognition In May 2014, the FASB issued guidance on revenue from contracts with customers that superseded most current revenue recognition guidance, including industry-specific guidance. The underlying principle of the guidance is to recognize revenue to depict the transfer of goods or services to customers at an amount to which a company expects to be entitled in exchange for those goods or services. The new guidance requires an evaluation of revenue arrangements with customers following a five-step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the company satisfies each performance obligation. Revenue is recognized when control of the promised services is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the services. Other major provisions of the guidance include capitalization of certain contract costs, consideration of the time value of money in the transaction price and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the provisions of this guidance effective January 1, 2018 as required under the guidance. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements (see Note 3—Revenue) . Accounting Pronouncements Not Yet Adopted Intangibles—Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued new guidance on a customer’s accounting for implementation, set-up and other upfront costs incurred in a cloud computing arrangement that is hosted by a vendor, which is a service contract. Under the new guidance, customers will apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. The new guidance also prescribes the balance sheet, income statement and cash flow classification of the capitalized implementation costs and related amortization expense and requires additional quantitative and qualitative disclosures. This guidance is effective for the Company for the interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. The Company can choose to adopt the new guidance (1) prospectively to eligible costs incurred on or after the date this guidance is first applied or (2) retrospectively. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Defined Benefit Plans In August 2018, the FASB issued new guidance that amends certain of the existing guidance to add, remove and clarify disclosure requirements related to defined benefit pension and other post-retirement plans. The guidance requires a company to additionally disclose reasons for significant gains and losses affecting the benefit obligation for the period. The guidance no longer requires certain disclosures, including disclosures on the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the effects of a one-percentage-point change in assumed health care cost trend rates on the (a) aggregate of the service and interest cost components of net periodic benefit costs and (b) benefit obligation for post-retirement health care benefits. This guidance is effective for the Company for the annual reporting periods ending after December 15, 2020 and has to be applied on a retrospective basis to all periods presented. Early adoption of the new guidance is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Fair Value Measurements In August 2018, the FASB issued new guidance that amends certain of the existing guidance to add, remove and modify disclosure requirements related to fair value measurements. The guidance requires additional disclosures, including the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance no longer requires certain disclosures, including the policy for timing of transfers between levels of the fair value hierarchy and valuation processes for Level 3 fair value measurements. This guidance is effective for the Company for the reporting periods beginning after December 15, 2019, including interim periods therein. Early adoption of the new guidance is permitted for any eliminated or modified disclosures upon issuance of this guidance. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Financial Instruments—Credit Losses In June 2016, the FASB issued guidance that amends the accounting for credit losses on financial instruments. The guidance adds an impairment model that is based on expected losses rather than incurred losses. Under this new guidance, allowance for credit losses will be recognized based on the estimate of expected credit losses, which will result in more timely recognition of such losses. The guidance requires all available relevant information to be considered when estimating expected credit losses, including details about past events, current conditions and reasonable and supportable forecasts and their implications for expected credit losses. The new guidance is applicable to the Company for interim and annual reporting periods beginning after December 15, 2019 and requires its application using a retrospective transition method. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Leases In February 2016, the FASB issued new guidance on lease accounting that establishes a right-of-use (“ROU”) model and requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Under this guidance leases are classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. The guidance requires adoption using a modified retrospective approach at the beginning of the earliest comparative period presented in the financial statements. In July 2018, the FASB issued further guidance to provide another option for transition under which, the comparative periods presented in the financial statements in the year of adoption were not required to be restated. Under this transition method, a company could apply the transition provisions on January 1, 2019 (i.e. the effective date). The Company adopted the provisions of this guidance effective January 1, 2019 which had immaterial cumulative transition adjustment effect as of the effective date. The Company applied package of practical expedients that allows it to not reassess: (1) whether any expired or existing contracts are (or contain) leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. In its interim and annual consolidated financial statements for 2019, the Company will not provide new lease disclosures for the periods prior to the effective date in accordance with the transition provisions. The future minimum lease payments of the Company’s operating leases as of December 31, 2018 amounted to $92 million (see Note 15–Commitments and Contingencies). The present value of these future payments that represent the amount recognized for operating lease ROU assets and lease liabilities, as of January 1, 2019, was approximately $60 million. There was no impact on the Company’s capital lease assets and obligations upon adoption of this guidance. The guidance did not have a material impact on the Company’s consolidated statements of operations or its consolidated statements of cash flows, however, additional disclosures related to nature, amount, timing and uncertainty of cash flows arising from operating and finance lease will need to be provided, as required under the new lease guidance, in the Company’s interim consolidated financial statements for the first quarter of 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of useful lives of property and equipment | Useful lives of various property and equipment are as follows: Capitalized software 2 to 10 years Computer equipment 3 to 7 years Buildings up to 30 years Leasehold improvements up to 20 years |
Schedule of estimated useful lives of intangible assets | The Company’s amortizable intangible assets comprise (i) acquired intangible assets, consisting of customer and vendor relationships and (ii) customer loyalty payments. The Company generally amortizes these intangible assets on a straight-line basis (unless another method is more appropriate) over their estimated useful lives of: Acquired intangible assets 5 to 25 years Customer loyalty payments 2 to 10 years (contract period) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following table presents the Company’s net revenue disaggregated by its source. Sales and usage-based taxes are excluded from net revenue. Year Ended (in $ thousands) December 31, 2018 Air $ 1,706,273 Beyond Air 747,748 Travel Commerce Platform (1) 2,454,021 Technology Services 97,043 Net revenue $ 2,551,064 Includes $62 million of Travel Commerce Platform revenue for the year ended December 31, 2018 that does not represent revenue recognized from contracts with customers. |
Disaggregation of Revenue by Segment | The table below sets forth segment net revenue: Year Ended (in $ thousands) December 31, 2018 Travel Solutions $ 2,235,789 Payment Solutions 315,275 Net revenue $ 2,551,064 |
Disaggregation Of Revenue By Region | Year Ended (in $ thousands) December 31, 2018 Asia Pacific $ 564,548 Europe 861,510 Latin America and Canada 112,949 Middle East and Africa 319,190 International 1,858,197 United States 595,824 Travel Commerce Platform (1) $ 2,454,021 (1) Includes $62 million of Travel Commerce Platform revenue for the year ended December 31, 2018 that does not represent revenue recognized from contracts with customers. |
Contract with Customer Asset and Liability | Contract Liabilities Accounts Receivable, Deferred Revenue Deferred Revenue (in $ thousands) net (1) (current) (1) (non-current) (1) Balance as of December 31, 2018 $ 167,447 $ 14,449 $ 7,462 Balance as of January 1, 2018 174,765 16,294 10,461 Decrease $ (7,318) $ (1,845) $ (2,999) (1) Accounts receivables, net, and deferred revenue exclude balances not related to contracts with customers. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consisted of: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Current U.S. federal $ (1,304) $ — $ — U.S. state (627) (726) (252) Non-U.S. (29,624) (57,708) (23,276) (31,555) (58,434) (23,528) Deferred U.S. federal (1,345) 21,020 (3,878) Non-U.S. 8,466 6,332 (2,784) 7,121 27,352 (6,662) Non-current Liabilities for uncertain tax positions (13,657) (1,148) 437 Provision for income taxes $ (38,091) $ (32,230) $ (29,753) |
Schedule of income (loss) from continuing operations before income taxes and share of (losses) earnings in equity method investments for U.S. and non-U.S. operations | Income from continuing operations before income taxes for U.S. and non-U.S. operations consisted of: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 U.S. $ 32,147 $ 21,147 $ (9,798) Non-U.S. 53,370 149,356 54,597 Income from continuing operations before income taxes $ 85,517 $ 170,503 $ 44,799 |
Schedule of deferred income tax assets and liabilities | Deferred income tax assets and liabilities were comprised of: December 31, December 31, (in $ thousands) 2018 2017 Deferred tax assets: NOL and tax credit carry forwards $ 208,486 $ 196,736 Intra-group intangibles 101,252 — Pension liability 30,556 30,002 Equity-based compensation 9,812 8,827 Accrued liabilities and deferred income 7,242 16,885 Allowance for doubtful accounts 919 926 Other assets 5,910 4,396 Less: Valuation allowance (286,883) (186,519) Total deferred tax assets 77,294 71,253 Netted against deferred tax liabilities (56,065) (58,457) Deferred tax assets recognized on the balance sheet 21,229 12,796 Deferred tax liabilities: Accumulated depreciation and amortization (90,646) (81,755) Other (2,673) (11,601) Total deferred tax liabilities (93,319) (93,356) Netted against deferred tax assets 56,065 58,457 Deferred tax liabilities recognized on the balance sheet (37,254) (34,899) Net deferred tax liability $ (16,025) $ (22,103) |
Schedule of provision for income taxes differs from its tax (provision) benefit at the U.S. Federal statutory rate | For the year ended December 31, 2018, the Company’s provision for income taxes differs from its tax provision at the U.S. federal statutory rate of 21% (35% for the years ended December 31, 2017 and 2016) as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Tax provision at U.S. federal statutory rate $ (17,959) $ (59,676) $ (15,683) Taxes on non-U.S. operations at alternative rates (5,792) 22,555 15,772 U.S. Tax Reforms (1,287) 24,222 — Liability for uncertain tax positions (13,657) (1,148) 437 Change in valuation allowance 11,600 (6,774) (11,518) Non-deductible expenses (12,094) (5,093) (16,391) Adjustment in respect of prior years 1,742 (5,971) (1,441) Other (644) (345) (929) Provision for income taxes $ (38,091) $ (32,230) $ (29,753) |
Schedule of reconciliation of beginning and ending amounts of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Unrecognized tax benefits – opening balance $ 95,886 $ 91,480 $ 95,687 Gross increases – tax positions in prior periods 483 555 2,522 Gross decreases – tax positions in prior periods — (6,626) (10,723) Gross increases – tax positions in current period 23,119 6,784 6,229 Decrease related to lapsing of statute of limitations (963) (600) — (Decrease) Increase due to currency translation adjustments (6,105) 4,293 (2,235) Unrecognized tax benefits – ending balance $ 112,420 $ 95,886 $ 91,480 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Summary of other current assets | Other current assets consisted of: December 31, December 31, (in $ thousands) 2018 2017 Prepaid expenses $ 40,679 $ 24,271 Sales and use tax receivables 27,768 30,163 Prepaid incentives 14,316 16,677 Client funds 11,224 15,774 Derivative assets 9,700 15,233 Other 9,918 7,606 $ 113,605 $ 109,724 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment, net | Property and equipment, net, consisted of: December 31, 2018 December 31, 2017 Accumulated Accumulated (in $ thousands) Cost Depreciation Net Cost Depreciation Net Capitalized software $ 989,410 $ (787,544) $ 201,866 $ 1,029,772 $ (829,416) $ 200,356 Computer equipment 335,738 (165,496) 170,242 346,846 (207,484) 139,362 Building and leasehold improvements 32,235 (15,282) 16,953 32,834 (12,972) 19,862 Construction in progress 106,638 — 106,638 72,161 — 72,161 $ 1,464,021 $ (968,322) $ 495,699 $ 1,481,613 $ (1,049,872) $ 431,741 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill and intangible assets | The changes in the carrying amount of goodwill and other intangible assets for the Company between January 1, 2018 and December 31, 2018 are as follows: January 1, Foreign December 31, (in $ thousands) 2018 Additions Retirements Exchange 2018 Non-Amortizable Assets: Goodwill $ 1,089,590 $ — $ — $ (5,824) $ 1,083,766 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 743,549 — — (232) 743,317 Accumulated amortization (461,666) (40,662) — 309 (502,019) Acquired intangible assets, net 281,883 (40,662) — 77 241,298 Customer loyalty payments 380,841 76,242 (80,719) (5,513) 370,851 Accumulated amortization (166,544) (82,487) 58,676 1,718 (188,637) Customer loyalty payments, net 214,297 (6,245) (22,043) (3,795) 182,214 Other intangible assets, net $ 496,180 $ (46,907) $ (22,043) $ (3,718) $ 423,512 The changes in the carrying amount of goodwill and other intangible assets for the Company between January 1, 2017 and December 31, 2017 are as follows: January 1, Foreign December 31, (in $ thousands) 2017 Additions Retirements Exchange 2017 Non-Amortizable Assets: Goodwill $ 1,079,951 $ — $ — $ 9,639 $ 1,089,590 Trademarks and tradenames 313,097 — — — 313,097 Other Intangible Assets: Acquired intangible assets 1,127,059 — (383,715) 205 743,549 Accumulated amortization (804,089) (40,854) 383,715 (438) (461,666) Acquired intangible assets, net 322,970 (40,854) — (233) 281,883 Customer loyalty payments 358,259 104,214 (89,174) 7,542 380,841 Accumulated amortization (169,622) (74,651) 83,696 (5,967) (166,544) Customer loyalty payments, net 188,637 29,563 (5,478) 1,575 214,297 Other intangible assets, net $ 511,607 $ (11,291) $ (5,478) $ 1,342 $ 496,180 |
Schedule of future amortization expense of acquired intangible assets | The Company expects amortization expense relating to acquired intangible assets and customer loyalty payments balances as of December 31, 2018 to be: Year Ending December 31, Acquired Intangible Customer Loyalty (in $ thousands) Assets Payments 2019 $ 40,661 $ 64,862 2020 40,661 50,445 2021 40,661 34,958 2022 29,875 18,668 2023 10,492 7,609 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Summary of other non-current assets | December 31, December 31, (in $ thousands) 2018 2017 Prepaid incentives $ 28,148 $ 35,645 Pension assets 6,828 8,674 Restricted cash 3,379 — Derivative assets 2,506 3,503 Deferred financing costs 1,517 1,930 Other 12,936 27,056 $ 55,314 $ 76,808 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of activities related to the restructuring liability | The following table summarizes the activities related to the Company’s restructuring program initiated in November 2016, which is included in accrued expenses and other current liabilities in the consolidated balance sheets: Severance and Employee-Related Implementation (in $ thousands) Obligations Costs Total Restructuring charges recognized $ 11,082 $ 9,803 $ 20,885 Cash payments made — (8,117) (8,117) Balance as of December 31, 2016 $ 11,082 $ 1,686 $ 12,768 Restructuring charges recognized 4,427 3,354 7,781 Cash payments made (15,078) (5,040) (20,118) Balance as of December 31, 2017 $ 431 $ — $ 431 Cash payments made (431) — (431) Balance as of December 31, 2018 $ — $ — $ — Cumulative costs through December 31, 2018 15,509 13,157 28,666 Future costs to be incurred — — — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Summary of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: December 31, December 31, (in $ thousands) 2018 2017 Accrued commissions and incentives $ 282,444 $ 282,954 Accrued payroll and related 78,094 70,234 Deferred revenue and rebate obligations 55,221 48,096 Accrued interest expense 20,528 12,010 Income tax payable 16,996 32,986 Derivative liabilities 16,690 292 Customer prepayments 11,224 15,774 Pension and post-retirement benefit liabilities 1,561 1,628 Other 23,508 45,094 $ 506,266 $ 509,068 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | Interest December 31, December 31, (in $ thousands) rate Maturity 2018 2017 Senior Secured Credit Agreement Term loans – (2018 Credit Agreement) (1) L+2.50% March 2025 $ 1,372,666 $ — Term loans – (2014 Credit Agreement) (2) L+2.75% September 2021 — 2,124,439 Revolver borrowings – (2018 Credit Agreement) L+2.25% September 2022 — — Revolver borrowings – (2014 Credit Agreement) L+2.50% September 2022 — — Senior Secured Notes Senior secured notes (3) March 2026 738,274 — Capital leases and other indebtedness 141,094 105,574 Total debt 2,252,034 2,230,013 Less: current portion 57,497 64,291 Long-term debt $ 2,194,537 $ 2,165,722 (1) As of December 31, 2018, the principal amount of term loans outstanding under the 2018 Credit Agreement (as defined below) was $1,385 million, which is netted for unamortized debt discount of $6 million and unamortized debt finance costs of $6 million. (2) As of December 31, 2017, the principal amount of term loans outstanding under the 2014 Credit Agreement (as defined below) was $2,154 million, which is netted for unamortized debt discount of $17 million and unamortized debt finance costs of $13 million. (3) As of December 31, 2018, the principal amount of senior secured notes outstanding was $745 million, which is netted for unamortized debt finance costs of $7 million. |
Schedule of aggregate maturities of debt | Aggregate maturities of debt as of December 31, 2018 are as follows: (in $ thousands) Term Senior Secured Capital Leases and Year Ending December 31, Loans Notes Other Indebtedness 2019 $ 14,000 $ — $ 43,497 2020 14,000 — 42,831 2021 14,000 — 36,349 2022 14,000 — 16,891 2023 14,000 — 116 Thereafter 1,315,000 745,000 1,410 1,385,000 745,000 141,094 Less: Unamortized debt finance cost (6,191) (6,726) — Less: Unamortized debt discount (6,143) — — Total debt $ 1,372,666 $ 738,274 $ 141,094 |
Schedule of movement in deferred finance costs | The movement in total unamortized debt finance costs for the years ended December 31, 2018, 2017 and 2016 is summarized below: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Balance as of January 1 $ 14,708 $ 22,855 $ 30,504 Capitalization of debt finance costs 14,799 686 30 Amortization (2,977) (5,228) (5,926) Write-off on early extinguishment of debt (12,096) (3,605) (1,753) Balance as of December 31 $ 14,434 $ 14,708 $ 22,855 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | Average Notional Amount Interest ($ in thousands) Period Rate 1,400,000 February 2017 to February 2019 1.4010% 1,200,000 February 2019 to February 2020 2.1906% 400,000 February 2020 to February 2021 2.1925% 320,000 February 2021 to February 2022 3.0178% |
Schedule of gross fair value of derivative contracts | Presented below is a summary of the gross fair value of the Company’s derivative contracts, which have not been designated as hedging instruments, recorded on the consolidated balance sheets at fair value. Fair Value Asset Fair Value (Liability) Balance Sheet December 31, December 31, Balance Sheet December 31, December 31, (in $ thousands) Location 2018 2017 Location 2018 2017 Interest rate swap contracts Other current assets $ 8,622 $ 4,799 Accrued expenses and other current liabilities $ — $ — Interest rate swap contracts Other non-current assets 2,506 3,503 Other non-current liabilities (1,535) (51) Foreign currency contracts Other current assets 1,078 10,434 Accrued expenses and other current liabilities (16,690) (292) Total fair value of derivative assets (liabilities) $ 12,206 $ 18,736 $ (18,225) $ (343) |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of December 31, 2018, the net notional amounts of the Company’s derivative contracts are as follows: December 31, December 31, (in $ thousands) 2018 2017 Interest rate swap contracts (varying contracts and period as discussed above) $ 3,320,000 $ 3,000,000 Foreign currency contracts (covering period until December 2019) 373,487 |
Schedule of reconciliation of the movement in the net carrying amount of derivative financial instruments | The following table provides a reconciliation of the movements in the net carrying amount of derivative financial instruments during the years ended December 31, 2018 and 2017: Year Ended Year Ended December 31, December 31, (in $ thousands) 2018 2017 Net derivative asset (liability) opening balance $ 18,393 $ (19,196) Total (loss) gain for the year included in net income (12,600) 22,786 (Proceeds from) payment on settlement of derivative contracts (11,812) 14,803 Net derivative (liability) asset closing balance $ (6,019) $ 18,393 |
Schedule of impact of changes in fair values of derivatives | The table below presents the impact of changes in fair values of derivatives not designated as hedges on net income during the years: Amount of Gain (Loss) Recorded in Net Income Location of Gain (Loss) Recorded Year Ended December 31, (in $ thousands) in Statement of Operations 2018 2017 2016 Interest rate swaps contracts Interest expense, net $ 11,743 $ 3,438 $ (6,168) Foreign currency contracts Selling, general and administrative (24,343) 19,348 (28,599) $ (12,600) $ 22,786 $ (34,767) |
Schedule of fair values of other financial instruments | The fair values of the Company’s other financial instruments are as follows: December 31, 2018 December 31, 2017 Fair Value Carrying Fair Carrying Fair (in $ thousands) Hierarchy Amount Value Amount Value Asset (liability) Derivative assets Level 2 $ 12,206 $ 12,206 $ 18,736 $ 18,736 Derivative liabilities Level 2 (18,225) (18,225) (343) (343) Total debt Level 2 (2,252,034) (2,249,481) (2,230,013) (2,258,893) |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Summary of other non-current liabilities | Other non-current liabilities consisted of: December 31, December 31, (in $ thousands) 2018 2017 Pension and post-retirement benefit liabilities $ 138,940 $ 134,350 Income tax payable 40,060 26,984 Other 40,925 42,228 $ 219,925 $ 203,562 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of components of net periodic cost (benefit) | The following table provides the components of net periodic cost (benefit) for the respective years: Defined Benefit Pension Plans Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Service cost $ 480 $ 482 $ 363 Interest cost 19,798 20,540 21,407 Expected return on plan assets (29,138) (28,272) (29,414) Recognized net actuarial loss 10,428 11,167 9,641 Net periodic cost $ 1,568 $ 3,917 $ 1,997 Post-Retirement Benefit Plans Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands) 2018 2017 2016 Service cost $ 10 $ 14 $ 12 Interest cost 200 222 217 Recognized net actuarial gain (293) (272) (331) Net periodic benefit $ (83) $ (36) $ (102) |
Schedule of weighted average assumptions to measure the benefit obligation | The Company has utilized the following weighted average assumptions to measure the benefit obligations for the defined benefit pension plans and post-retirement benefit plans as of December 31, 2018 and 2017: December 31, December 31, 2018 2017 Defined Benefit Pension Plans Discount rate % % Expected long-term return on plan assets % % Post-Retirement Benefit Plans Discount rate % % |
Schedule of fair values of pension plan assets by asset category | The fair values of the Company’s pension plan assets by asset category as of December 31, 2018 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 360,899 $ 360,899 Mutual funds (2) 83,854 — 83,854 Cash equivalents (3) 15,367 — 15,367 Total $ 99,221 $ 360,899 $ 460,120 The fair values of the Company’s pension plan assets by asset category as of December 31, 2017 are as follows: Pension Plan Assets (in $ thousands) Level 1 Level 2 Total Common & commingled trust funds (1) $ — $ 411,563 $ 411,563 Mutual funds (2) 97,985 — 97,985 Cash equivalents (3) 15,067 — 15,067 Total $ 113,052 $ 411,563 $ 524,615 (1) The underlying investments held in common & commingled trust funds are actively managed equity securities and fixed income investment vehicles that are valued at the net asset value per share based on the fair value of the underlying investments of the funds and is provided by the fund administrator as of the measurement date. (2) Values of units are based on the closing price reported on the major market on which the investments are traded and provided by the fund administrator. (3) Cash equivalents is comprised of money market funds. |
Schedule of defined benefit pension and other post-retirement benefit plans pay benefits to participants | The Company estimates its defined benefit pension and other post-retirement benefit plans will pay benefits to participants as follows: Defined Benefit Post-Retirement (in $ thousands) Pension Plans Benefit Plans 2019 $ 33,277 $ 105 2020 33,999 112 2021 34,414 122 2022 34,923 133 2023 35,885 144 Five years thereafter 182,253 893 |
Defined Benefit Pension Plans | |
Schedule of changes in the benefit obligation and fair value of assets | The Company uses a December 31 measurement date for its defined benefit pension and other post-retirement benefit plans. For such plans, the following tables provide a statement of funded status as of December 31, 2018 and 2017, and summaries of the changes in the benefit obligation and fair value of assets for the years then ended: Defined Benefit Pension Plans Year Ended Year Ended December 31, December 31, (in $ thousands) 2018 2017 Benefit obligation, beginning of year $ 645,015 $ 612,183 Service cost 480 482 Interest cost 19,798 20,540 Actuarial (gain) loss (40,892) 33,851 Benefits paid (31,118) (30,926) Currency translation adjustment (5,563) 8,885 Benefit obligation, end of year $ 587,720 $ 645,015 Fair value of plan assets, beginning of year $ 524,615 $ 485,048 (Loss) return on plan assets (31,135) 59,228 Employer contribution 3,643 2,156 Benefits paid (31,118) (30,926) Currency translation adjustment (5,885) 9,109 Fair value of plan assets, end of year 460,120 524,615 Funded status $ (127,600) $ (120,400) |
Post-Retirement Benefit Plans | |
Schedule of changes in the benefit obligation and fair value of assets | The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension cost relating to unrecognized actuarial losses was $158 million and $149 million as of December 31, 2018 and 2017, respectively. Post-Retirement Benefit Plans Year Ended Year Ended December 31, December 31, (in $ thousands) 2018 2017 Benefit obligation, beginning of year $ 6,567 $ 6,662 Service cost 10 14 Interest cost 200 222 Actuarial gains (990) (371) Benefits (paid) received (115) 40 Benefit obligation, end of year $ 5,672 $ 6,567 Fair value of plan assets, beginning and end of year — — Funded status $ (5,672) $ (6,567) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments required under non-cancellable operating leases | The Company is committed to making rental payments under non-cancellable operating leases covering various facilities and equipment. Future minimum lease payments required under non-cancellable operating leases as of December 31, 2018 are as follows: (in $ thousands) Amount 2019 $ 17,042 2020 14,983 2021 13,756 2022 11,148 2023 9,875 Thereafter 25,326 $ 92,130 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of cash dividends declared | Dividend Record Payment Amount Declaration Date Per Share Date Date (in $ thousands) February 16, 2018 $ March 1, 2018 March 15, 2018 $ 9,406 May 2, 2018 June 7, 2018 June 21, 2018 9,459 August 1, 2018 September 6, 2018 September 20, 2018 9,473 October 31, 2018 December 6, 2018 December 20, 2018 9,483 |
Schedule of accumulated other comprehensive income (loss), net of tax | Other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity (deficit), net of tax. Accumulated other comprehensive income (loss), net of tax, consisted of: Unrecognized Actuarial (Loss) Gain Accumulated Currency on Defined Other Translation Benefit Comprehensive (in $ thousands) Adjustments Plans Loss Balance as of January 1, 2016 $ (30,767) $ (146,740) $ (177,507) Activity during period, net of tax (1) (4,581) (7,984) (12,565) Balance as of December 31, 2016 (35,348) (154,724) (190,072) Activity during period, net of tax (1) 26,149 8,302 34,451 Balance as of December 31, 2017 (9,199) (146,422) (155,621) Activity during period, net of tax (1) (11,059) (8,273) (19,332) Balance as of December 31, 2018 $ (20,258) $ (154,695) $ (174,953) The tax charge (credit) relates to unrecognized actuarial gain (loss) on defined benefit plans and was less than $1 million, $0 and $(1) million for the years ended December 31, 2018, 2017 and 2016, respectively. For currency translation adjustments, the tax impact was $0 for each of the years ended December 31, 2018, 2017 and 2016. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule for activity of restricted stock units | Weighted Average Number of Grant Date (in dollars, except number of RSUs) RSUs Fair Value Balance as of January 1, 2018 1,526,280 $ 13.01 Granted at fair market value 857,133 $ 14.62 Vested (1) (518,364) $ 13.40 Forfeited (427,584) $ 13.38 Balance as of December 31, 2018 (2) 1,437,465 $ 13.71 (1) During the year ended December 31, 2018, the Company completed net share settlements for 186,904 common shares in connection with employee taxable income created upon vesting of RSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by the Company. Further, in respect of 51,396 of the vested RSUs, certain directors of the Company elected to defer receiving common shares until termination of their service as a director of the Company. (2) As of December 31, 2018, an aggregate of 101,937 RSUs held by certain directors of the Company are excluded from this balance as the directors have elected to defer receiving common shares until termination of their service as a director of the Company. |
Schedule for activity of performance based stock units | During the year ended December 31, 2018, the Company granted 1,444,522 PSUs, including 1,246,803 PSUs as part of its annual grant program. The table below presents the activity of the Company’s PSUs for the year ended December 31, 2018: Weighted Average Number of Grant Date (in dollars, except number of PSUs) PSUs Fair Value Balance as of January 1, 2018 2,694,999 $ 13.10 Change in estimate (1) 428,812 $ Granted at fair market value 1,444,522 $ 16.33 Forfeited (1,124,039) $ Vested (2) (68,440) $ 13.63 Balance as of December 31, 2018 (3) 3,375,854 $ (1) Represents an increase in the number of original PSUs granted based on the final achievement of performance criteria at the end of the performance period. (2) During the year ended December 31, 2018, the Company completed net share settlements for 21,199 common shares in connection with employee taxable income created upon vesting of PSUs. The Company agreed to pay these taxes on behalf of the employees in return for the employees returning an equivalent value of common shares. These common shares were accounted for as treasury shares by the Company. The total estimated awards that will ultimately vest based on the Company’s forecasted performance against the pre-defined targets and before considering any adjustments that may be necessary based on the ranking of the Company’s TSR compared to the TSR of the selected group is expected to be 2,046,378 PSUs. |
Schedule of weighted-average assumptions used for fair values of employee options granted | 2018 2017 2016 Expected term from grant date (in years) — — 6.25 Risk free interest rate — — 1.27% to 1.97% Expected volatility — — 35% to 40% Dividend yield — — 2% |
Schedule for activity of stock options | Weighted Average Remaining Weighted Average Contractual Aggregate Exercise Price Terms Intrinsic Value Number of Options (in dollars) (in years) (in $ thousands) Balance as of January 1, 2018 2,352,928 $ 13.51 Exercised (594,616) $ 11.68 Forfeited (289,096) $ 13.67 Expired (46,112) $ 15.58 Balance as of December 31, 2018 1,423,104 $ 14.17 $ 2,283 Exercisable as of December 31, 2018 934,525 $ 14.65 $ 1,130 Expected to vest as of December 31, 2018 488,579 $ 13.26 7.21 $ 1,153 |
Income Per Share (Tables)
Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of numerators and denominators used in the computation of basic and diluted income (loss) per share | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in $ thousands, except share data) 2018 2017 2016 Numerator – Basic and Diluted Income per Share: Net income from continuing operations $ 47,426 $ 138,273 $ 15,046 Net (income) loss attributable to non-controlling interest in subsidiaries (2,545) 2,183 1,774 Net income from continuing operations attributable to the Company $ 44,881 $ 140,456 $ 16,820 Denominator – Basic Income per Share: Weighted average common shares outstanding 126,037,947 124,530,102 123,871,479 Income per share from continuing operations – Basic $ 0.36 $ 1.13 $ 0.14 Denominator – Diluted Income per Share: Number of common shares used for basic income per share from continuing operations 126,037,947 124,530,102 123,871,479 Weighted average effect of dilutive securities RSUs / PSUs 1,782,868 1,376,840 1,438,393 Stock options 102,771 101,591 86,613 Weighted average common shares outstanding 127,923,586 126,008,533 125,396,485 Income per share from continuing operations – Diluted $ 0.35 $ 1.11 $ 0.13 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | The tables below set forth net revenue by segment, and net revenue disaggregated by its source: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ 2,235,789 $ 2,253,513 $ 2,200,932 Payment Solutions 315,275 193,766 150,424 Net revenue $ 2,551,064 $ 2,447,279 $ 2,351,356 Year Ended December 31, (in $ thousands) 2018 2017 2016 Air $ 1,706,273 $ 1,701,097 $ 1,651,316 Beyond Air 747,748 640,038 579,133 Travel Commerce Platform 2,454,021 2,341,135 2,230,449 Technology Services 97,043 106,144 120,907 Net revenue $ 2,551,064 $ 2,447,279 $ 2,351,356 The table below sets forth Segment Adjusted EBITDA: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ 552,637 $ 569,186 $ 556,348 Payment Solutions 37,480 20,827 18,001 Segment Adjusted EBITDA $ 590,117 $ 590,013 $ 574,349 The table below sets forth segment depreciation and amortization: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ $ $ Payment Solutions Depreciation and amortization $ $ $ The table below sets forth segment equity-based compensation: Year Ended December 31, (in $ thousands) 2018 2017 2016 Travel Solutions $ $ $ Payment Solutions Equity-based compensation $ $ $ |
Reconciles Net Income to Total Segment Adjusted EBITDA | The table below reconciles net income to total Segment Adjusted EBITDA: Year Ended December 31, (in $ thousands) 2018 2017 2016 Net income $ 75,173 $ 140,280 $ 15,046 Adjustments: — — — Amortization of acquired intangible assets 40,662 40,854 47,095 Gain on sale of a subsidiary — (1,217) — Loss on early extinguishment of debt 27,735 5,366 4,333 Equity-based compensation and related taxes 16,921 34,739 31,788 Corporate and restructuring costs 31,715 24,998 38,772 Impairment of long-lived assets 17,505 1,763 11,152 Income from discontinued operations (27,747) (2,007) — Depreciation and amortization of property and equipment 157,687 163,756 162,314 Amortization of customer loyalty payments 82,487 74,651 71,137 Interest expense, net 103,990 117,001 145,313 Other expense 995 — — Provision for income taxes 38,091 32,230 29,753 Other – non-cash (1) 24,903 (42,401) 17,646 Segment Adjusted EBITDA $ 590,117 $ 590,013 $ 574,349 (1) Includes (i) unrealized losses (gains) on foreign currency derivative contracts of $26 million, $(31) million and $11 million for the years ended December 31, 2018, 2017 and 2016, respectively, (ii) unrealized (gains) losses on interest rate derivative contracts of $(1) million, $(6) million and $6 million for the years ended December 31, 2018, 2017 and 2016, respectively, (iii) $8 million related to revenue deferred in previous years for the year ended December 31, 2017 and (iv) other expenses/losses of $1 million, $2 million and $1 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Schedule of geographic segment information | United United All Other (in $ thousands) States Kingdom Countries Total Net Revenue Year Ended December 31, 2018 689,677 193,584 1,667,803 Year Ended December 31, 2017 699,878 189,216 1,558,185 Year Ended December 31, 2016 740,573 197,551 1,413,232 Long-Lived Assets As of December 31, 2018 450,038 13,007 32,654 495,699 As of December 31, 2017 387,845 13,339 30,557 431,741 As of December 31, 2016 399,307 13,832 17,907 431,046 |
Basis of Presentation and the_2
Basis of Presentation and the Merger (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2018segmentcountry | Dec. 09, 2018$ / shares | |
Accounting Policies [Abstract] | ||
Number Of Countries And Territories Company Has Presence In | country | 180 | |
Number of Operating Segments | segment | 2 | |
Business Acquisition, Share Price | $ / shares | $ 15.75 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||||
Divested Ownership Interest | 51.00% | |||
Advertising expenses, included in selling, general and administrative expenses | $ 19,000 | $ 18,000 | $ 19,000 | |
Bad debt expense | $ 3,000 | 3,000 | 2,000 | |
Percentage of the unadjusted fair value of derivative instruments | 15.00% | |||
Software amortization cost | $ 101,000 | 110,000 | 108,000 | |
Interest on capital projects capitalized | 3,000 | 2,000 | 4,000 | |
Reclassification from prior year related to adopted guidance for other components from selling general and administrative expense | $ 3,000 | $ 2,000 | ||
Operating Leases, Future Minimum Payments Due | 92,130 | |||
Present value of future minimum lease payments | 60,000 | |||
Restricted Cash | 3,000 | |||
Deferred Tax Assets, Goodwill and Intangible Assets | $ 101,252 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives of Various Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Capitalized Software [Member] | Minimum | |
Accounting Policies [Line Items] | |
Property and equipment useful life | P2Y |
Capitalized Software [Member] | Maximum | |
Accounting Policies [Line Items] | |
Property and equipment useful life | P10Y |
Computer Equipment [Member] | Minimum | |
Accounting Policies [Line Items] | |
Property and equipment useful life | P3Y |
Computer Equipment [Member] | Maximum | |
Accounting Policies [Line Items] | |
Property and equipment useful life | P7Y |
Buildings | Maximum | |
Accounting Policies [Line Items] | |
Property and equipment useful life | P30Y |
Leasehold improvements | Maximum | |
Accounting Policies [Line Items] | |
Property and equipment useful life | P20Y |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Amortization of Intangible Assets Over Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum | Acquired Intangible Assets [Member] | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | P5Y |
Minimum | Customer Loyalty Payments [Member] | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | P2Y |
Maximum | Acquired Intangible Assets [Member] | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | P25Y |
Maximum | Customer Loyalty Payments [Member] | |
Accounting Policies [Line Items] | |
Useful life of intangible assets | P10Y |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue [Abstract] | |
Recorded reduction to accumulated deficit related to revenue recognition | $ 1 |
Revenue (Revenue Disaggregated
Revenue (Revenue Disaggregated by Revenue Source) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 2,551,064 | $ 2,447,279 | $ 2,351,356 |
Net Revenue, Other Than From Contracts With Customers | 62,000 | ||
Technology Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 97,043 | ||
Travel Commerce Platform, Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 2,454,021 | 2,341,135 | 2,230,449 |
Net Revenue, Other Than From Contracts With Customers | 62,000 | ||
Air Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 1,706,273 | 1,701,097 | 1,651,316 |
Beyond Air, Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 747,748 | $ 640,038 | $ 579,133 |
Revenue (Revenue Disaggregate_2
Revenue (Revenue Disaggregated by Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 2,551,064 | $ 2,447,279 | $ 2,351,356 |
Travel Solutions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | 2,235,789 | 2,253,513 | 2,200,932 |
Payment Solutions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net revenue | $ 315,275 | $ 193,766 | $ 150,424 |
Revenue (Revenue Disaggregate_3
Revenue (Revenue Disaggregated by Region) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net revenue | $ 2,551,064 | $ 2,447,279 | $ 2,351,356 |
Net Revenue, Other Than From Contracts With Customers | 62,000 | ||
United States | |||
Net revenue | 689,677 | 699,878 | 740,573 |
Technology Service [Member] | |||
Net revenue | 97,043 | ||
Travel Commerce Platform, Revenue [Member] | |||
Net revenue | 2,454,021 | 2,341,135 | 2,230,449 |
Net Revenue, Other Than From Contracts With Customers | 62,000 | ||
Travel Commerce Platform, Revenue [Member] | International | |||
Net revenue | 1,858,197 | ||
Travel Commerce Platform, Revenue [Member] | Asia Pacific | |||
Net revenue | 564,548 | ||
Travel Commerce Platform, Revenue [Member] | Europe | |||
Net revenue | 861,510 | ||
Travel Commerce Platform, Revenue [Member] | Latin America And Canada | |||
Net revenue | 112,949 | ||
Travel Commerce Platform, Revenue [Member] | Middle East And Africa | |||
Net revenue | 319,190 | ||
Travel Commerce Platform, Revenue [Member] | United States | |||
Net revenue | 595,824 | ||
Air Revenue [Member] | |||
Net revenue | 1,706,273 | 1,701,097 | 1,651,316 |
Beyond Air, Revenue [Member] | |||
Net revenue | $ 747,748 | $ 640,038 | $ 579,133 |
Revenue (Opening and closing ba
Revenue (Opening and closing balances of accounts receivables, contract assets and current and long term contract liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue [Abstract] | ||
Accounts Receivable | $ 167,447 | $ 174,765 |
Accounts Receivable, Increase (Decrease) | (7,318) | |
Deferred Revenue, Current | 14,449 | 16,294 |
Deferred Revenue Current, Increase (Decrease) | (1,845) | |
Deferred Revenue, Noncurrent | 7,462 | $ 10,461 |
Deferred Revenue Non-Current, Increase (Decrease) | $ (2,999) |
Revenue (Remaining Performance
Revenue (Remaining Performance Obligations) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue [Abstract] | ||
Net Revenue Recognized Offsetting Performance Obligations | $ 15 | |
Revenue, Remaining Performance Obligation | $ 52 | |
Revenue, Remaining Performance Obligation, Expected Recognized Revenue Next 24 Months | 83.00% | |
Revenue, Remaining Performance Obligation, Expected Recognized Revenue Next 12 Months | 52.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance recorded against deferred tax assets | $ 286,883 | $ 186,519 | ||
NOL and tax credit carry forwards | 208,486 | $ 196,736 | ||
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax | $ 28,000 | |||
US Federal statutory rate | 21.00% | 35.00% | 35.00% | |
Unrecognized tax benefits within the next twelve months for uncertain tax positions | $ 1,000 | |||
Unrecognized tax benefits (including interest and penalties thereon) | 115,000 | $ 100,000 | $ 93,000 | |
Amount of interest and penalties (released) accrued | 1,000 | 1,000 | $ 1,000 | |
Cumulative accrued interest and penalties | 11,000 | 10,000 | ||
Unrecognized tax benefits, expected to be realized | 1,000 | |||
Reduction of deferred tax assets | 51,000 | |||
Reduction of deferred tax liabilities | 22,000 | |||
Benefit recognized related to release of valuation allowance held on AMT credit carry forwards | 2,000 | |||
Transition tax income | 6,000 | |||
Transition tax income, tax | 2,000 | |||
Provisional impact from the accelerated depreciation | 3,000 | |||
Increased tax charge | 1,000 | |||
Intra-group Intangibles | 101,252 | |||
Equity-based compensation | 9,812 | $ 8,827 | ||
Taxable Temporary Difference Amount | 44,000 | |||
Unrecognized Deferred Income Tax Liability On Temporary Difference | $ 1,000 | |||
Bermuda | ||||
Operating Loss Carryforwards [Line Items] | ||||
Statutory rate | 0.00% | |||
Internal Revenue Code | ||||
Operating Loss Carryforwards [Line Items] | ||||
Beneficial ownership changes percentage | 5.00% | |||
Aggregate change in beneficial ownership interest | more than 50% | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carry forwards | $ 399,000 | |||
Indefinitely Utilizable Operating Loss Carryforwards | $ 17,000 | |||
Operating loss carry forwards expiration year, minimum | 2,030 | |||
Operating loss carry forwards expiration year, maximum | 2,037 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carry forwards expiration year, minimum | 2,019 | |||
Operating loss carry forwards expiration year, maximum | 2,038 | |||
Other non-U.S. | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carry forwards | $ 393,000 | |||
Operating loss carry forward expiration period | between three years and indefinitely | |||
United Kingdom | ||||
Operating Loss Carryforwards [Line Items] | ||||
Realized benefit related to release of valuation allowance on deferred tax assets | $ 10,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
U.S. federal | $ (1,304) | ||
U.S. State | (627) | $ (726) | $ (252) |
Non-U.S. | (29,624) | (57,708) | (23,276) |
Total | (31,555) | (58,434) | (23,528) |
Deferred | |||
U.S. Federal | (1,345) | 21,020 | (3,878) |
Non-U.S. | 8,466 | 6,332 | (2,784) |
Total | 7,121 | 27,352 | (6,662) |
Non-current | |||
Liabilities for uncertain tax positions | (13,657) | (1,148) | 437 |
Provision for income taxes | $ (38,091) | $ (32,230) | $ (29,753) |
Income Taxes - Income (Loss) fr
Income Taxes - Income (Loss) from Continuing Operations Before Income Taxes and Share of (Losses) Earnings in Equity Method Investments for US and Non-US Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 32,147 | $ 21,147 | $ (9,798) |
Non-U.S. | 53,370 | 149,356 | 54,597 |
Income from continuing operations before income taxes | $ 85,517 | $ 170,503 | $ 44,799 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
NOL and tax credit carry forwards | $ 208,486 | $ 196,736 |
Intra-group Intangibles | 101,252 | |
Pension liability | 30,556 | 30,002 |
Equity-based compensation | 9,812 | 8,827 |
Accrued liabilities and deferred income | 7,242 | 16,885 |
Allowance for doubtful accounts | 919 | 926 |
Other assets | 5,910 | 4,396 |
Less: Valuation allowance | (286,883) | (186,519) |
Total deferred tax assets | 77,294 | 71,253 |
Netted against deferred tax liabilities | (56,065) | (58,457) |
Deferred tax assets recognized on the balance sheet | 21,229 | 12,796 |
Deferred tax liabilities: | ||
Accumulated depreciation and amortization | (90,646) | (81,755) |
Other | (2,673) | (11,601) |
Total deferred tax liabilities | (93,319) | (93,356) |
Netted against deferred tax assets | 56,065 | 58,457 |
Deferred tax liabilities recognized on the balance sheet | (37,254) | (34,899) |
Net deferred tax liability | $ (16,025) | $ (22,103) |
Income Taxes - Provision for _2
Income Taxes - Provision for Income Taxes Differs from Tax (Provision) Benefit at US Federal Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at U.S. federal statutory rate | $ (17,959) | $ (59,676) | $ (15,683) |
Taxes on non-U.S. operations at alternative rates | (5,792) | 22,555 | 15,772 |
U.S. Tax Reforms | (1,287) | 24,222 | |
Liability for uncertain tax positions | (13,657) | (1,148) | 437 |
Change in valuation allowance | 11,600 | (6,774) | (11,518) |
Non-deductible expenses | (12,094) | (5,093) | (16,391) |
Adjustment in respect of prior years | 1,742 | (5,971) | (1,441) |
Other | (644) | (345) | (929) |
Provision for income taxes | $ (38,091) | $ (32,230) | $ (29,753) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit - opening balance | $ 95,886 | $ 91,480 | $ 95,687 |
Gross increases - tax positions in prior periods | 483 | 555 | 2,522 |
Gross decreases - tax positions in prior periods | (6,626) | (10,723) | |
Gross increases - tax positions in current period | 23,119 | 6,784 | 6,229 |
Decrease related to lapsing of statute of limitations | (963) | (600) | |
Increase due to currency translation adjustments | 4,293 | ||
Decrease due to currency translation adjustments | (6,105) | (2,235) | |
Unrecognized tax benefit - ending balance | $ 112,420 | $ 95,886 | $ 91,480 |
Other Current Assets - Summary
Other Current Assets - Summary of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 40,679 | $ 24,271 |
Sales and use tax receivables | 27,768 | 30,163 |
Prepaid incentives | 14,316 | 16,677 |
Client funds | 11,224 | 15,774 |
Derivative assets | 9,700 | 15,233 |
Other | 9,918 | 7,606 |
Other current assets, Total | $ 113,605 | $ 109,724 |
Property and Equipment, Net (Na
Property and Equipment, Net (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Capital lease assets | $ 215 | $ 208 | |
Capital lease assets, accumulated depreciation | 76 | 107 | |
Investment in property and equipment | 226 | 161 | |
Assets acquired under capital lease | 77 | 38 | |
Assets acquired under other indebtedness | 4 | 5 | |
Impairment of capitalized software | 3 | 1 | $ 8 |
Depreciation expense | 158 | 166 | 162 |
Interest on capital projects capitalized | $ 3 | $ 2 | $ 4 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 1,464,021 | $ 1,481,613 |
Accumulated Depreciation | (968,322) | (1,049,872) |
Net | 495,699 | 431,741 |
Capitalized Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 989,410 | 1,029,772 |
Accumulated Depreciation | (787,544) | (829,416) |
Net | 201,866 | 200,356 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 335,738 | 346,846 |
Accumulated Depreciation | (165,496) | (207,484) |
Net | 170,242 | 139,362 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 32,235 | 32,834 |
Accumulated Depreciation | (15,282) | (12,972) |
Net | 16,953 | 19,862 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 106,638 | 72,161 |
Net | $ 106,638 | $ 72,161 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Goodwill | $ 1,083,766 | $ 1,089,590 | $ 1,079,951 |
Customer loyalty payments in cash | 89,167 | 76,008 | 84,562 |
Amortization expense | 40,662 | 40,854 | 47,095 |
Customer Loyalty Payments [Member] | |||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Customer loyalty payments in cash | 89,000 | 76,000 | 85,000 |
Amount payable for customer loyalty payments | 52,000 | 77,000 | |
Amortization expense | 82,000 | 75,000 | 71,000 |
Impairment recognized during the year | 15,000 | 1,000 | $ 3,000 |
Payment Solutions [Member] | |||
Schedule Of Goodwill And Other Intangible Assets [Line Items] | |||
Goodwill | $ 7,000 | $ 7,000 |
Intangible Assets - Changes in
Intangible Assets - Changes in Carrying Amount of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | ||
Goodwill, Beginning Balance | $ 1,089,590 | $ 1,079,951 |
Goodwill, Foreign Exchange | (5,824) | 9,639 |
Goodwill, Ending Balance | 1,083,766 | 1,089,590 |
Trademarks and tradenames | ||
Trademarks and tradenames, Beginning Balance | 313,097 | 313,097 |
Trademarks and tradenames, Ending Balance | 313,097 | 313,097 |
Other Intangible Assets: | ||
Other intangible assets, net, Beginning Balance | 496,180 | 511,607 |
Other intangible assets, net, Additions | (46,907) | (11,291) |
Other intangible assets, net, Retirements | (22,043) | (5,478) |
Other intangible assets, net, Foreign Exchange | (3,718) | 1,342 |
Other intangible assets, net, Ending Balance | 423,512 | 496,180 |
Acquired Intangible Assets [Member] | ||
Other Intangible Assets: | ||
Total other intangible assets, Beginning Balance | 743,549 | 1,127,059 |
Total other intangible assets, Retirements | (383,715) | |
Total other intangible assets, Foreign Exchange | 232 | 205 |
Total other intangible assets, Ending Balance | 743,317 | 743,549 |
Accumulated amortization, Beginning Balance | (461,666) | (804,089) |
Accumulated amortization, Additions | (40,662) | (40,854) |
Accumulated amortization, Retirements | 383,715 | |
Accumulated amortization, Foreign Exchange | 309 | (438) |
Accumulated amortization, Ending Balance | (502,019) | (461,666) |
Other intangible assets, net, Beginning Balance | 281,883 | 322,970 |
Other intangible assets, net, Additions | (40,662) | (40,854) |
Other intangible assets, net, Foreign Exchange | 77 | (233) |
Other intangible assets, net, Ending Balance | 241,298 | 281,883 |
Customer Loyalty Payments [Member] | ||
Other Intangible Assets: | ||
Total other intangible assets, Beginning Balance | 380,841 | 358,259 |
Total other intangible assets, Additions | 76,242 | 104,214 |
Total other intangible assets, Retirements | (80,719) | (89,174) |
Total other intangible assets, Foreign Exchange | (5,513) | 7,542 |
Total other intangible assets, Ending Balance | 370,851 | 380,841 |
Accumulated amortization, Beginning Balance | (166,544) | (169,622) |
Accumulated amortization, Additions | (82,487) | (74,651) |
Accumulated amortization, Retirements | 58,676 | (83,696) |
Accumulated amortization, Foreign Exchange | 1,718 | (5,967) |
Accumulated amortization, Ending Balance | (188,637) | (166,544) |
Other intangible assets, net, Beginning Balance | 214,297 | 188,637 |
Other intangible assets, net, Additions | (6,245) | 29,563 |
Other intangible assets, net, Retirements | (22,043) | (5,478) |
Other intangible assets, net, Foreign Exchange | (3,795) | 1,575 |
Other intangible assets, net, Ending Balance | $ 182,214 | $ 214,297 |
Intangible Assets - Expected Am
Intangible Assets - Expected Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Acquired Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,019 | $ 40,661 |
2,020 | 40,661 |
2,021 | 40,661 |
2,022 | 29,875 |
2,023 | 10,492 |
Customer Loyalty Payments [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2,019 | 64,862 |
2,020 | 50,445 |
2,021 | 34,958 |
2,022 | 18,668 |
2,023 | $ 7,609 |
Other Non-Current Assets - Summ
Other Non-Current Assets - Summary of Other Non-Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Prepaid incentives | $ 28,148 | $ 35,645 |
Pension assets | 6,828 | 8,674 |
Restricted cash | 3,379 | |
Derivative assets | 2,506 | 3,503 |
Deferred financing costs | 1,517 | 1,930 |
Other | 12,936 | 27,056 |
Other non-current assets, Total | 55,314 | 76,808 |
Cash and Cash Equivalents, at Carrying Value | $ 213,001 | $ 122,039 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges recognized | $ 0 | $ 7,781 | $ 20,885 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | $ 431 | $ 12,768 | |
Restructuring charges recognized | 0 | 7,781 | $ 20,885 |
Cash payments made | (431) | (20,118) | (8,117) |
Ending balance | 431 | 12,768 | |
Cumulative costs through December 31, 2018 | 28,666 | ||
Severance and Employee-Related Obligations | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 431 | 11,082 | |
Restructuring charges recognized | 4,427 | 11,082 | |
Cash payments made | (431) | (15,078) | |
Ending balance | 431 | 11,082 | |
Cumulative costs through December 31, 2018 | 15,509 | ||
Implementation Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 1,686 | ||
Restructuring charges recognized | 3,354 | 9,803 | |
Cash payments made | $ (5,040) | (8,117) | |
Ending balance | $ 1,686 | ||
Cumulative costs through December 31, 2018 | $ 13,157 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Severance Costs | $ 18 | |
Severance Accrual | 16 | $ 0 |
Accrued Commissions And Incentives [Member] | ||
Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accrued customer loyalty payments | $ 52 | $ 77 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued commissions and incentives | $ 282,444 | $ 282,954 |
Accrued payroll and related | 78,094 | 70,234 |
Deferred revenue and rebate obligations | 55,221 | 48,096 |
Accrued interest expense | 20,528 | 12,010 |
Income tax payable | 16,996 | 32,986 |
Derivative liabilities | 16,690 | 292 |
Customer prepayments | 11,224 | 15,774 |
Pension and post-retirement benefit liabilities | 1,561 | 1,628 |
Other | 23,508 | 45,094 |
Accrued expenses and other current liabilities | $ 506,266 | $ 509,068 |
Long-Term Debt - 2016 (Narrativ
Long-Term Debt - 2016 (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Aug. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||||
Loss on early extinguishment of debt | $ (27,735,000) | $ (5,366,000) | $ (4,333,000) | |||
Amortization of debt finance costs | 2,977,000 | 5,228,000 | 5,926,000 | |||
Capital lease obligations incurred | 77,377,000 | 38,355,000 | $ 34,713,000 | |||
Other indebtedness incurred | 2,000,000 | 2,000,000 | ||||
Senior Secured Credit Agreement | Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Loss on early extinguishment of debt | 1,000,000 | |||||
Percentage of premium on repricing of term loans | 1.00% | |||||
Contribution by lenders towards the term loans on repricing | 114,000,000 | |||||
Early Repayment of Senior Debt | $ 124,000,000 | |||||
Senior Secured Credit Agreement | Term Loans | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.75% | 3.25% | ||||
LIBOR floor rate | 0.00% | 1.00% | ||||
Average Libor Rate Applied For Year | 1.19% | |||||
Senior Secured Credit Agreement | Term Loans | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 1.75% | 2.25% | ||||
Base floor rate | 1.00% | 2.00% | ||||
Senior Secured Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 150,000,000 | |||||
Line Of Credit Facility, Utilized | 4,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 146,000,000 | |||||
Senior Secured Credit Agreement | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.25% | |||||
Senior Secured Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 0.00% | |||||
Senior Secured Credit Agreement | Revolving Credit Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 1.25% | |||||
Senior Secured Credit Agreement | Letter Of Credit Sub Limit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | |||||
Amendment To Senior Secured Credit Agreement [Member] | Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Loss on early extinguishment of debt | $ 4,000,000 | |||||
Credit Agreement 2018 [Member] | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Principal amounts of term loans | $ 1,400,000,000 | |||||
Debt Instrument, Issued Discount Rate | 0.50% | |||||
Debt Instrument, Quarterly Amortization Rate | 0.25% | |||||
Repayments of Senior Debt | 15,000,000 | |||||
Early Repayment of Senior Debt | $ 8,000,000 | |||||
Collateral As A Percentage Of Aggregate Amount Available To Be Drawn | 103.00% | |||||
Credit Agreement 2018 [Member] | Senior Secured Credit Agreement | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.50% | |||||
Credit Agreement 2018 [Member] | Senior Secured Credit Agreement | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 1.50% | |||||
Credit Agreement 2018 [Member] | Senior Secured Credit Agreement | Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Principal amounts of term loans | $ 1,385,000,000 | |||||
Credit Agreement 2018 [Member] | Senior Secured Credit Agreement | Term Loans | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Average Libor Rate Applied For Year | 2.14% | |||||
Credit Agreement 2018 [Member] | Senior Secured Credit Agreement | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.25% | |||||
Credit Agreement 2014 [Member] | Senior Secured Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt finance costs | $ 3,000,000 | |||||
Debt discount amortized | 2,000,000 | |||||
Repayments of Senior Debt | $ 6,000,000 | |||||
Credit Agreement 2014 [Member] | Senior Secured Credit Agreement | Term Loans | ||||||
Debt Instrument [Line Items] | ||||||
Principal amounts of term loans | $ 2,154,000,000 | |||||
Credit Agreement 2014 [Member] | Senior Secured Credit Agreement | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.50% |
Long-Term Debt - Term Debt - Re
Long-Term Debt - Term Debt - Revolving Credit Facility and Letters of Credit Facility (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Line of Credit Facility [Line Items] | ||||
Proceeds from revolving credit facility | $ 10,000,000 | |||
Repayment of revolving credit facility | $ 10,000,000 | |||
Senior Secured Notes | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate | 6.00% | |||
Debt Instrument, Face Amount | $ 745,000,000 | |||
Cash Purchase As A Percentage Of Aggregate Principal Amount | 101.00% | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Lender fees and third party costs | $ 1,000,000 | |||
Revolving Credit Facility | Senior Secured Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | |||
Remaining capacity under revolving credit facility | $ 146,000,000 | |||
Credit Agreement 2018 [Member] | Senior Secured Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,400,000,000 |
Long-Term Debt - Capital Leases
Long-Term Debt - Capital Leases and Other Indebtedness - (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||
Repayment of capital lease obligations | $ 41,000 | $ 40,000 | |
Capital lease obligations incurred | 77,377 | 38,355 | $ 34,713 |
Other indebtedness repaid | 3,000 | 3,000 | |
Other indebtedness incurred | $ 2,000 | $ 2,000 |
Long-Term Debt - Debt Finance C
Long-Term Debt - Debt Finance Costs - (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt finance cost in relation to letter of credit facility | $ 2,000 | |
Senior Secured Notes | ||
Amount of reclassified unamortized debt finance costs | 7,000 | |
Debt Instrument, Face Amount | 745,000 | |
Debt finance costs incurred | 6,726 | |
Term Loans | ||
Debt finance costs incurred | $ 6,191 | $ 13,000 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Capital leases and other indebtedness | $ 141,094 | $ 105,574 |
Total debt | 2,252,034 | 2,230,013 |
Less: current portion | 57,497 | 64,291 |
Long-term debt | 2,194,537 | 2,165,722 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,372,666 | |
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.50% | |
Maturity | Mar. 1, 2025 | |
Long-term debt | $ 1,372,666 | |
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.75% | |
Maturity | Sep. 1, 2021 | |
Long-term debt | $ 2,124,439 | |
Senior Secured Credit Agreement | Revolving Credit Facility | Credit Agreement 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.25% | |
Maturity | Sep. 1, 2022 | |
Senior Secured Credit Agreement | Revolving Credit Facility | Credit Agreement 2014 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate description on variable rate | L+2.50% | |
Maturity | Sep. 1, 2022 | |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Variable interest rate percentage | 6.00% | |
Maturity | Mar. 1, 2026 | |
Long-term debt | $ 738,274 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long-Term Debt (Table Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Term Loans | |||
Debt Instrument [Line Items] | |||
Unamortized debt discount | $ 6,143,000 | ||
Senior Secured Credit Agreement | Credit Agreement 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amounts of term loans | $ 1,400,000,000 | ||
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amounts of term loans | 1,385,000,000 | ||
Unamortized debt finance costs | 6,000,000 | ||
Unamortized debt discount | 6,000,000 | ||
Senior Secured Credit Agreement | Term Loans | Credit Agreement 2014 [Member] | |||
Debt Instrument [Line Items] | |||
Principal amounts of term loans | $ 2,154,000,000 | ||
Unamortized debt finance costs | 13,000,000 | ||
Unamortized debt discount | $ 17,000,000 | ||
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Principal amounts of term loans | 745,000,000 | ||
Unamortized debt finance costs | $ 7,000,000 | ||
Debt Instrument, Basis Spread on Variable Rate | 6.00% |
Long-Term Debt - Aggregate Matu
Long-Term Debt - Aggregate Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Leases and Other Indebtedness, 2019 | $ 43,497 | |
Capital Leases and Other Indebtedness, 2020 | 42,831 | |
Capital Leases and Other Indebtedness, 2021 | 36,349 | |
Capital Leases and Other Indebtedness, 2022 | 16,891 | |
Capital Leases and Other Indebtedness, 2023 | 116 | |
Capital Leases, Future Minimum Payments Due Thereafter | 1,410 | |
Capital Leases and Other Indebtedness, Total | 141,094 | |
Term Loans | ||
Term Loan, 2019 | 14,000 | |
Term Loan, 2020 | 14,000 | |
Term Loan, 2021 | 14,000 | |
Term Loan, 2022 | 14,000 | |
Term Loan, 2023 | 14,000 | |
Thereafter | 1,315,000 | |
Long-term debt, Total | 1,385,000 | |
Less: Unamortized debt finance cost | (6,191) | $ (13,000) |
Less: Unamortized debt discount | (6,143) | |
Long-term Debt, Total | 1,372,666 | |
Senior Secured Notes | ||
Thereafter | 745,000 | |
Long-term debt, Total | 745,000 | |
Less: Unamortized debt finance cost | (6,726) | |
Long-term Debt, Total | $ 738,274 |
Long-Term Debt - Summary of Mov
Long-Term Debt - Summary of Movement in Deferred Financing Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Deferred Finance Costs Noncurrent Net [Roll Forward] | |||
Balance as of January 1 | $ 14,708 | $ 22,855 | $ 30,504 |
Capitalization of debt finance costs | 14,799 | 686 | 30 |
Amortization | (2,977) | (5,228) | (5,926) |
Write-off on early extinguishment of debt | (12,096) | (3,605) | (1,753) |
Balance as of December 31 | $ 14,434 | $ 14,708 | $ 22,855 |
Financial Instruments (Narrativ
Financial Instruments (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | Jan. 31, 2017 | |
Derivatives, Fair Value [Line Items] | ||||
Net liability position related to derivative financial instruments | $ 6 | |||
Probability of default percentage | 8.00% | |||
Credit default recovery rate percentage, derivative assets | 75.00% | |||
Credit default recovery rate percentage, derivative liabilities | 65.00% | |||
Credit valuation adjustment for fair value derivatives | 15.00% | |||
Change in unobservable inputs percentage | 10.00% | |||
Derivative Credit Risk Valuation Adjustment, Threshold Percentage | 15.00% | |||
Term Loans | LIBOR | ||||
Derivatives, Fair Value [Line Items] | ||||
Interest rate | 2.14% | |||
Term Loans | LIBOR | Senior Secured Credit Agreement | ||||
Derivatives, Fair Value [Line Items] | ||||
Average Libor Rate Applied For Year | 1.19% | |||
Libor Floor Rate | 0.00% | 1.00% |
Financial Instruments - Interes
Financial Instruments - Interest Rate Risk (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Debt Instrument, Redemption, Period One [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 1,400,000 |
Derivative, Inception Date | Feb. 1, 2017 |
Derivative, Maturity Date | Feb. 1, 2019 |
Debt Instrument, Redemption, Period Two [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 1,200,000 |
Derivative, Inception Date | Feb. 1, 2019 |
Derivative, Maturity Date | Feb. 1, 2020 |
Debt Instrument, Redemption, Period Three [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 400,000 |
Derivative, Inception Date | Feb. 1, 2020 |
Derivative, Maturity Date | Feb. 1, 2021 |
Debt Instrument, Redemption, Period Four [Member] | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 320,000 |
Derivative, Inception Date | Feb. 1, 2021 |
Derivative, Maturity Date | Feb. 1, 2022 |
LIBOR | Debt Instrument, Redemption, Period One [Member] | |
Derivative [Line Items] | |
Derivative, Average Variable Interest Rate | 1.401% |
LIBOR | Debt Instrument, Redemption, Period Two [Member] | |
Derivative [Line Items] | |
Derivative, Average Variable Interest Rate | 2.1906% |
LIBOR | Debt Instrument, Redemption, Period Three [Member] | |
Derivative [Line Items] | |
Derivative, Average Variable Interest Rate | 2.1925% |
LIBOR | Debt Instrument, Redemption, Period Four [Member] | |
Derivative [Line Items] | |
Derivative, Average Variable Interest Rate | 3.0178% |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value of Company's Derivative Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | $ 9,700 | $ 15,233 |
Fair Value (Liability) | (16,690) | (292) |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 12,206 | 18,736 |
Fair Value (Liability) | (18,225) | (343) |
Interest rate swaps | Derivatives not designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 8,622 | 4,799 |
Interest rate swaps | Derivatives not designated as hedging instruments | Other non-current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 2,506 | 3,503 |
Interest rate swaps | Derivatives not designated as hedging instruments | Other Noncurrent Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | (1,535) | (51) |
Foreign currency contracts | Derivatives not designated as hedging instruments | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset | 1,078 | 10,434 |
Foreign currency contracts | Derivatives not designated as hedging instruments | Accrued Expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value (Liability) | $ (16,690) | $ (292) |
Financial Instruments - Notiona
Financial Instruments - Notional Amounts of Derivative Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Interest rate swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Notional Amount | $ 3,320,000 | $ 3,000,000 |
Foreign currency contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Notional Amount | $ 411,957 | $ 373,487 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Reconciliation of Net Carrying Amount of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Fair Value Of Derivative Net [Roll Forward] | ||
Net derivative asset (liability) opening balance | $ 18,393 | $ (19,196) |
Total (loss) gain for the year included in net income | (12,600) | 22,786 |
Proceeds from settlement of derivative contracts | (11,812) | |
Payment on settlement of derivative contracts | 14,803 | |
Net derivative (liability) asset closing balance | $ (6,019) | $ 18,393 |
Financial Instruments - Impact
Financial Instruments - Impact of Changes in Fair Values of Derivatives (Details) - Derivatives not designated as hedging instruments - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | |||
Amount of (Loss) Gain Recorded in Net Income | $ (12,600) | $ 22,786 | $ (34,767) |
Interest rate swaps | Interest expense, net [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Amount of (Loss) Gain Recorded in Net Income | 11,743 | 3,438 | (6,168) |
Foreign currency contracts | Selling, general and administrative [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Amount of (Loss) Gain Recorded in Net Income | $ (24,343) | $ 19,348 | $ (28,599) |
Financial Instruments - Fair Va
Financial Instruments - Fair Values of Company's Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | $ 9,700 | $ 15,233 |
Derivative liabilities | (16,690) | (292) |
Total debt | (2,252,034) | (2,230,013) |
Carrying Amount [Member] | Level 2 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | 12,206 | 18,736 |
Derivative liabilities | (18,225) | (343) |
Total debt | (2,252,034) | (2,230,013) |
Fair Value [Member] | Level 2 | ||
Fair Value Of Financial Instruments [Line Items] | ||
Derivative assets | 12,206 | 18,736 |
Derivative liabilities | (18,225) | (343) |
Total debt | $ (2,249,481) | $ (2,258,893) |
Other Non-Current Liabilities -
Other Non-Current Liabilities - Summary of Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Liabilities, Noncurrent [Abstract] | ||
Pension and post-retirement benefit liabilities | $ 138,940 | $ 134,350 |
Income tax payable | 40,060 | 26,984 |
Other | 40,925 | 42,228 |
Other non-current liabilities, Total | $ 219,925 | $ 203,562 |
Employee Benefit Plans (Narrati
Employee Benefit Plans (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Company's contributions in plan | $ 19,000 | $ 19,000 | $ 15,000 |
Aggregate benefit obligation for employees | 586,000 | 642,000 | |
Company's estimated contributions to defined benefit pension and post-retirement benefit in 2017 | 13,000 | ||
Defined Benefit Plan, Contributions by Employer | 4,000 | ||
Defined Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | 587,720 | 645,015 | 612,183 |
Aggregate fair value of plan assets | 460,120 | 524,615 | 485,048 |
Unrecognized actuarial gain (loss) | (158,000) | (149,000) | |
Defined Benefit Plan, Contributions by Employer | 3,643 | 2,156 | |
Benefits paid | $ 31,118 | 30,926 | |
Defined Benefit Pension Plans | Equity Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 40.00% | ||
Defined Benefit Pension Plans | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 46.00% | ||
Defined Benefit Pension Plans | Other Investments | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation of plan assets | 14.00% | ||
Post-Retirement Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | $ 5,672 | 6,567 | $ 6,662 |
Unrecognized actuarial gain (loss) | 3,000 | 3,000 | |
Benefits paid | 115 | ||
Other Non-US, Define Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Aggregate benefit obligation for employees | 86,000 | 97,000 | |
Aggregate fair value of plan assets | $ 93,000 | $ 107,000 |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Changes in Benefit Obligation and Fair Value of Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | $ 642,000 | ||
Benefit obligation, end of year | 586,000 | $ 642,000 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Employer contribution | 4,000 | ||
Defined Benefit Pension Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | 645,015 | 612,183 | |
Service cost | 480 | 482 | $ 363 |
Interest cost | 19,798 | 20,540 | 21,407 |
Actuarial loss (gain) | (40,892) | 33,851 | |
Benefits paid | (31,118) | (30,926) | |
Currency translation adjustment | (5,563) | 8,885 | |
Benefit obligation, end of year | 587,720 | 645,015 | 612,183 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets, beginning of year | 524,615 | 485,048 | |
Return on plan assets | (31,135) | 59,228 | |
Employer contribution | 3,643 | 2,156 | |
Benefits paid | (31,118) | (30,926) | |
Currency translation adjustment | (5,885) | 9,109 | |
Fair value of plan assets, end of year | 460,120 | 524,615 | 485,048 |
Funded status | (127,600) | (120,400) | |
Post-Retirement Benefit Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation, beginning of year | 6,567 | 6,662 | |
Service cost | 10 | 14 | 12 |
Interest cost | 200 | 222 | 217 |
Actuarial loss (gain) | (990) | (371) | |
Benefits paid | (115) | ||
Benefits received | 40 | ||
Benefit obligation, end of year | 5,672 | 6,567 | $ 6,662 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Benefits paid | (115) | ||
Funded status | $ (5,672) | $ (6,567) |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 480 | $ 482 | $ 363 |
Interest cost | 19,798 | 20,540 | 21,407 |
Expected return on plan assets | (29,138) | (28,272) | (29,414) |
Recognized net actuarial loss | 10,428 | 11,167 | 9,641 |
Net periodic (benefit) cost | 1,568 | 3,917 | 1,997 |
Post-Retirement Benefit Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 10 | 14 | 12 |
Interest cost | 200 | 222 | 217 |
Recognized net actuarial loss | (293) | (272) | (331) |
Net periodic (benefit) cost | $ (83) | $ (36) | $ (102) |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted Average Assumptions to Measure Benefit Obligation (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.10% | 3.50% |
Expected long-term return on plan assets | 5.80% | 5.80% |
Post-Retirement Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.60% | 3.80% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Values of Company's Pension Plan Assets (Details) - Defined Benefit Pension Plans - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total | $ 460,120 | $ 524,615 | $ 485,048 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 99,221 | 113,052 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 360,899 | 411,563 | |
Common & commingled trust funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 360,899 | 411,563 | |
Common & commingled trust funds | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 360,899 | 411,563 | |
Mutual funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 83,854 | 97,985 | |
Mutual funds | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 83,854 | 97,985 | |
Cash equivalents | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | 15,367 | 15,067 | |
Cash equivalents | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total | $ 15,367 | $ 15,067 |
Employee Benefit Plans - Future
Employee Benefit Plans - Future Benefit Payments of Defined Benefit Pension and Other Post-Retirement Benefit Plans (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Defined Benefit Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | $ 33,277 |
2,020 | 33,999 |
2,021 | 34,414 |
2,022 | 34,923 |
2,023 | 35,885 |
Five years thereafter | 182,253 |
Post-Retirement Benefit Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
2,019 | 105 |
2,020 | 112 |
2,021 | 122 |
2,022 | 133 |
2,023 | 144 |
Five years thereafter | $ 893 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total rental expenses | $ 18,000 | $ 19,000 | $ 17,000 |
Capital leases and other indebtedness | 141,094 | $ 105,574 | |
Outstanding purchase commitments | 75,000 | ||
Purchase obligation for 2018 | 45,000 | ||
Morgan Stanley Merger [Member] | |||
Merger Fees, Payable | 19,000 | ||
Merger Termination Fee, Payable | $ 62,300 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments Required under Non-Cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 17,042 |
2,020 | 14,983 |
2,021 | 13,756 |
2,022 | 11,148 |
2,023 | 9,875 |
Thereafter | 25,326 |
Total | $ 92,130 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 31, 2018 | Aug. 01, 2018 | May 02, 2018 | Feb. 16, 2018 | Mar. 31, 2018 | May 31, 2017 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity Note [Line Items] | |||||||||||
Authorized share capital | 1,962,500 | ||||||||||
Common stock, shares authorized | 560,000,000 | 560,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 | |||||||||
Preferred stock, share authorized | 225,000,000 | 225,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.0025 | $ 0.0025 | |||||||||
Common stock, shares outstanding | 126,436,176 | 125,346,613 | |||||||||
Cash dividends declared per common share | $ 0.300 | $ 0.300 | $ 0.300 | ||||||||
Dividend payable, declaration date | Oct. 31, 2018 | Aug. 1, 2018 | May 2, 2018 | Feb. 16, 2018 | |||||||
Purchase of non-controlling interest in a subsidiary | $ 1,063 | $ 7,820 | |||||||||
Treasury shares purchased in relation to vesting of equity awards | $ 3,412 | $ 11,228 | $ 1,651 | ||||||||
Treasury Stock [Member] | |||||||||||
Equity Note [Line Items] | |||||||||||
Common stock, shares outstanding | 1,792,854 | 1,620,397 | 908,872 | 844,908 | |||||||
Treasury shares issued in relation to vesting of equity awards | $ 544 | $ 639 | $ 816 | ||||||||
Treasury shares issued on vesting of equity awards (in shares) | 35,646 | 41,009 | 51,893 | ||||||||
Treasury Stock, Common, Shares | 208,103 | 752,534 | 115,857 | ||||||||
Treasury shares purchased in relation to vesting of equity awards | $ 3,412 | $ 11,228 | $ 1,651 | ||||||||
Travelport Locomote [Member] | |||||||||||
Equity Note [Line Items] | |||||||||||
Acquisition of additional equity from non-controlling shareholders | 40.00% | ||||||||||
Total ownership in a company | 100.00% | ||||||||||
Purchase of non-controlling interest in a subsidiary | $ 1,000 | $ 9,000 | |||||||||
Travel IT Beteiligungsgesellschaft GmbH [Member] | |||||||||||
Equity Note [Line Items] | |||||||||||
Acquisition of additional equity from non-controlling shareholders | 32.00% | ||||||||||
Purchase of non-controlling interest in a subsidiary | $ 0 |
Equity - Summary of cash divide
Equity - Summary of cash dividends declared (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 31, 2018 | Aug. 01, 2018 | May 02, 2018 | Feb. 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Equity [Abstract] | |||||||
Dividend Per Share | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.300 | $ 0.300 | $ 0.300 |
Declaration Date | Oct. 31, 2018 | Aug. 1, 2018 | May 2, 2018 | Feb. 16, 2018 | |||
Record Date | Dec. 6, 2018 | Sep. 6, 2018 | Jun. 7, 2018 | Mar. 1, 2018 | |||
Payment Date | Dec. 20, 2018 | Sep. 20, 2018 | Jun. 21, 2018 | Mar. 15, 2018 | |||
Amount (in $ thousands) | $ 9,483 | $ 9,473 | $ 9,459 | $ 9,406 |
Equity - Accumulated other comp
Equity - Accumulated other comprehensive income (loss), net of tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Loss | |||
Beginning balance | $ (155,621) | $ (190,072) | $ (177,507) |
Activity during period, net of tax | (19,332) | 34,451 | (12,565) |
Ending balance | (174,953) | (155,621) | (190,072) |
Currency Translation Adjustments | |||
Accumulated Other Comprehensive Loss | |||
Beginning balance | (9,199) | (35,348) | (30,767) |
Activity during period, net of tax | (11,059) | 26,149 | (4,581) |
Ending balance | (20,258) | (9,199) | (35,348) |
Unrecognized Actuarial (Loss) Gain on Defined Benefit Plans | |||
Accumulated Other Comprehensive Loss | |||
Beginning balance | (146,422) | (154,724) | (146,740) |
Activity during period, net of tax | (8,273) | 8,302 | (7,984) |
Ending balance | $ (154,695) | $ (146,422) | $ (154,724) |
Equity - Accumulated other co_2
Equity - Accumulated other comprehensive income (loss), net of tax (Table Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Tax effect on Other comprehensive loss | $ 1,000 | $ 0 | $ (1,000) |
AOCI Including Portion Attributable to Noncontrolling Interest, Tax | $ 0 | $ 0 | $ 0 |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative 1) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost | $ 17 | $ 33 | $ 32 |
Performance Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of vested shares | $ 1 | $ 23 | $ 2 |
Weighted average grant date fair value of common stock | $ 16.33 | $ 12.99 | $ 13.23 |
TSR of selected group | 2,046,378 | ||
Vesting period | 3 years | ||
Restricted Share Units (RSU) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted | 857,133 | ||
Fair value of vested shares | $ 7 | $ 8 | $ 3 |
Weighted average grant date fair value of common stock | $ 14.62 | $ 12.46 | $ 13.29 |
Number of awards vested | 518,364 | ||
Vesting period | 4 years | ||
Restricted Share Units (RSU) | Non-employee directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Contractual term | P10Y | ||
Vested options exercisable period | 30 days | ||
Exercise vested options Period | 90 days | ||
Options granted | 0 | 0 | |
2013 Equity Plan | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity awards authorized for grant | 7,000,000 | ||
Number of shares available for grant | 200,000 | ||
Annual Grant Program [Member] | Performance Share Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted | 1,246,803 | ||
Annual Grant Program [Member] | Restricted Share Units (RSU) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted | 596,063 | ||
Granted To Certain Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years | ||
Granted To Certain Employees [Member] | Restricted Share Units (RSU) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted | 202,100 | ||
Amended And Restated 2014 Omnibus Incentive Plan [Member] | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity awards authorized for grant | 14,900,000 | ||
Number of shares available for grant | 7,000,000 | ||
Employee Stock Purchase Plan 2014 [Member] | Common Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity awards authorized for grant | 2,400,000 | ||
Number of shares available for grant | 1,800,000 |
Equity-Based Compensation (Na_2
Equity-Based Compensation (Narrative 2) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value of option | $ 4.03 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Future equity-based compensation expense | $ 1 |
Equity-Based Compensation (Na_3
Equity-Based Compensation (Narrative 3) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock issued | 128,229,030 | 126,967,010 | |
Total equity-based compensation expense | $ 17 | $ 33 | $ 32 |
Equity-based compensation expense net of tax | $ 15 | 31 | 30 |
Income tax benefit related to stock-based compensation expense | 2 | ||
eNett | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity awards authorized for grant | 1,000,000 | ||
Number of awards granted | 5,000,000 | ||
Number of awards vested | 4,000,000 | ||
Ownership percentage | 69.00% | ||
Equity-based compensation expense net of tax | $ 4 | $ 5 | $ 3 |
Restricted Share Units (RSU) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of awards granted | 857,133 | ||
Number of awards vested | 518,364 | ||
Future equity-based compensation expense | $ 14 | ||
Performance Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Future equity-based compensation expense | 7 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Future equity-based compensation expense | $ 1 | ||
Maximum | REUs | eNett | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 12.58 | ||
Minimum | REUs | eNett | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 1 | ||
2014 Employee Stock Purchase Plan (2014 ESPP) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase price per share of common stock percentage | 85.00% | ||
Common stock issued | 167,642 | 202,228 | 194,376 |
2014 Employee Stock Purchase Plan (2014 ESPP) | United Kingdom | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Purchase price per share of common stock percentage | 100.00% | ||
Percentage of matching shares | 100.00% | ||
2014 Employee Stock Purchase Plan (2014 ESPP) | Restricted Share Units (RSU) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average period expected to be recognized | 2 years 4 months 28 days | ||
2014 Employee Stock Purchase Plan (2014 ESPP) | Performance Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average period expected to be recognized | 1 year 1 month 21 days | ||
2014 Employee Stock Purchase Plan (2014 ESPP) | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average period expected to be recognized | 1 year 3 months 29 days |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Company's Equity Award Programs RSUs (Details) - Restricted Share Units (RSU) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of RSUs | |||
Beginning Balance | 1,526,280 | ||
Granted at fair market value | 857,133 | ||
Vested | (518,364) | ||
Forfeited | (427,584) | ||
Ending Balance | 1,437,465 | 1,526,280 | |
Weighted Average Grant Date Fair Value | |||
Beginning Balance | $ 13.01 | ||
Granted at fair market value | 14.62 | $ 12.46 | $ 13.29 |
Vested | 13.40 | ||
Forfeited | 13.38 | ||
Ending Balance | $ 13.71 | $ 13.01 | |
Director [Member] | |||
Number of RSUs | |||
Ending Balance | 101,937 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Company's Equity Award Programs (Table Narrative) (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Restricted Share Units (RSU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share units and stock options, net share settlements | 186,904 |
Vested units deferred for receiving | 51,396 |
Performance Based Restricted Share Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share units and stock options, net share settlements | 21,199 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of activity of PSUs (Details) - Performance Based Restricted Share Units [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of PSUs | |
Beginning Balance | shares | 2,694,999 |
Change in estimate | shares | 428,812 |
Granted at fair market value | shares | 1,444,522 |
Forfeited | shares | (1,124,039) |
Vested | shares | (68,440) |
Ending Balance | shares | 3,375,854 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 13.10 |
Change in estimate | $ / shares | 13.18 |
Granted at fair market value | $ / shares | 16.33 |
Forfeited | $ / shares | 13.87 |
Vested | $ / shares | 13.63 |
Ending Balance | $ / shares | $ 14.23 |
Equity-Based Compensation - Fai
Equity-Based Compensation - Fair values of employee options granted using weighted-average assumptions (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term from grant date (in years) | 6 years 3 months |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 2.00% |
Stock options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 1.27% |
Expected volatility | 35.00% |
Stock options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate | 1.97% |
Expected volatility | 40.00% |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense Recognized in Consolidated Financial Statements (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options | |||
Beginning Balance | 2,352,928 | ||
Exercised | (594,616) | (79,900) | 0 |
Forfeited | (289,096) | ||
Expired | (46,112) | ||
Ending Balance | 1,423,104 | 2,352,928 | |
Exercisable | 934,525 | ||
Expected to vest | 488,579 | ||
Weighted Average Exercise Price (in dollars) | |||
Beginning Balance | $ 13.51 | ||
Exercised | 11.68 | ||
Forfeited | 13.67 | ||
Expired | 15.58 | ||
Ending Balance | 14.17 | $ 13.51 | |
Exercisable | 14.65 | ||
Expected to vest | $ 13.26 | ||
Weighted Average Remaining Contractual Terms (in years) | |||
Balance | 6 years 6 months 26 days | ||
Exercisable | 6 years 2 months 27 days | ||
Expected to vest | 7 years 2 months 16 days | ||
Aggregate Intrinsic Value (in $ thousands) | |||
Balance | $ 2,283 | ||
Exercisable | 1,130 | ||
Expected to vest | $ 1,153 |
Income Per Share (Narrative) (D
Income Per Share (Narrative) (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common share equivalents excluded from the calculation of diluted income per share | 1 | 2.3 | 2 |
Income Per Share - Summary of n
Income Per Share - Summary of numerators and denominators used in the computation of basic and diluted income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator - Basic and Diluted income per share: | |||
Net income from continuing operations | $ 47,426 | $ 138,273 | $ 15,046 |
Net (income) loss attributable to non-controlling interest in subsidiaries | (2,545) | 2,183 | 1,774 |
Net income from continuing operations attributable to the Company | $ 44,881 | $ 140,456 | $ 16,820 |
Denominator - Basic Income per Share: | |||
Weighted average common shares outstanding (in shares) | 126,037,947 | 124,530,102 | 123,871,479 |
Income per share from continuing operations - Basic (in dollars per share) | $ 0.36 | $ 1.13 | $ 0.14 |
Denominator - Diluted Income per Share: | |||
Number of common shares used for basic income per share | 126,037,947 | 124,530,102 | 123,871,479 |
Weighted average effect of dilutive securities | |||
RSUs/ PSUs | 1,782,868 | 1,376,840 | 1,438,393 |
Stock Options | 102,771 | 101,591 | 86,613 |
Weighted average common shares outstanding (in shares) | 127,923,586 | 126,008,533 | 125,396,485 |
Income per share from continuing operations - Diluted (in dollars per share) | $ 0.35 | $ 1.11 | $ 0.13 |
Segment and Geographical Info_3
Segment and Geographical Information (Narrative) (Details) - segment | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Number of Operating Segments | 2 | ||
Single Customer Accounts For Net Revenue, Threshold | 10.00% | 10.00% | 10.00% |
Single Customer Accounts For Accounts Receivable, Threshold | 10.00% | 10.00% | |
Travel Commerce Platform | |||
Segment Reporting Information [Line Items] | |||
Revenue percentage | 96.00% | ||
Technology Services | |||
Segment Reporting Information [Line Items] | |||
Revenue percentage | 4.00% |
Segment and Geographical Info_4
Segment and Geographical Information - Segment Reporting Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 2,551,064 | $ 2,447,279 | $ 2,351,356 |
Adjusted EBITDA | 590,117 | 590,013 | 574,349 |
Depreciation and amortization | 198,645 | 207,310 | 209,409 |
Equity-based compensation | 16,980 | 32,972 | 32,247 |
Expenditures for additions to long-lived assets | 144,633 | 117,514 | 107,460 |
Travel Commerce Platform, Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 2,454,021 | 2,341,135 | 2,230,449 |
Air Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 1,706,273 | 1,701,097 | 1,651,316 |
Beyond Air, Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 747,748 | 640,038 | 579,133 |
Technology Services, Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 97,043 | 106,144 | 120,907 |
Travel Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 2,235,789 | 2,253,513 | 2,200,932 |
Adjusted EBITDA | 552,637 | 569,186 | 556,348 |
Depreciation and amortization | 191,121 | 201,927 | 205,549 |
Equity-based compensation | 13,348 | 28,400 | 28,939 |
Payment Solutions [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 315,275 | 193,766 | 150,424 |
Adjusted EBITDA | 37,480 | 20,827 | 18,001 |
Depreciation and amortization | 7,524 | 5,383 | 3,860 |
Equity-based compensation | $ 3,632 | $ 4,572 | $ 3,308 |
Segment and Geographical Info_5
Segment and Geographical Information - Total Segment Adjusted EBITDA Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||
Net income | $ 75,173 | $ 140,280 | $ 15,046 |
Amortization of acquired intangible assets | 40,662 | 40,854 | 47,095 |
Gain on sale of a subsidiary | (1,217) | ||
Loss on early extinguishment of debt | 27,735 | 5,366 | 4,333 |
Equity-based compensation and related taxes | 16,921 | 34,739 | 31,788 |
Corporate and restructuring costs | 31,715 | 24,998 | 38,772 |
Impairment of long-lived assets | 17,505 | 1,763 | 11,152 |
Income from discontinued operations, net of tax | (27,747) | (2,007) | |
Depreciation and amortization of property and equipment | 157,687 | 163,756 | 162,314 |
Amortization of customer loyalty payments | 82,487 | 74,651 | 71,137 |
Interest expense, net | 103,990 | 117,001 | 145,313 |
Other expense | 995 | ||
Provision for income taxes | 38,091 | 32,230 | 29,753 |
Other - non-cash | 24,903 | (42,401) | 17,646 |
Adjusted EBITDA | 590,117 | 590,013 | 574,349 |
Unrealized Gain (Loss) on Derivatives | (25,814) | 32,365 | (11,435) |
Gain (Loss) on Interest Rate Derivative Instruments Not Designated as Hedging Instruments | 1,343 | 5,764 | (6,168) |
Revenue Deferred In Previous Years | 8,000 | ||
Other Expenses Losses | $ 1,000 | $ 2,000 | $ 1,000 |
Segment and Geographical Info_6
Segment and Geographical Information - Geographic Segment Information II (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | $ 2,551,064 | $ 2,447,279 | $ 2,351,356 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 495,699 | 431,741 | 431,046 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 689,677 | 699,878 | 740,573 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 450,038 | 387,845 | 399,307 |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 193,584 | 189,216 | 197,551 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | 13,007 | 13,339 | 13,832 |
All Other Countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net revenue | 1,667,803 | 1,558,185 | 1,413,232 |
Long-Lived Assets (excluding financial instruments and deferred tax assets) | $ 32,654 | $ 30,557 | $ 17,907 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) $ in Millions | Mar. 31, 2018USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | $ 28 |
Schedule II-Valuation and Qua_2
Schedule II-Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Intra-group Intangibles | $ 101,252 | |||
Allowance for Doubtful Accounts | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 10,245 | $ 13,430 | $ 14,575 | |
Charged to Expense or Other Accounts | 492 | 2,901 | 2,162 | |
Write-Offs and Other Adjustments | (2,322) | (6,086) | (3,307) | |
Balance at End of Period | 8,415 | 10,245 | 13,430 | |
Valuation Allowance for Deferred Tax Assets | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 186,519 | 215,795 | 383,357 | |
Charged to Expense or Other Accounts | (10,507) | 4,374 | 12,410 | |
Write-Offs and Other Adjustments | 110,871 | (33,650) | (179,972) | |
Balance at End of Period | $ 286,883 | $ 186,519 | $ 215,795 |